TERMS AND CONDITIONS

Commencing 16 November 2009

Interpretation:

1. (a) In this Agreement the following definitions apply: ‘Advertiser’ means the name of the person or entity shown on the face of the Order. ‘Ad Copy Material Date’ means the dates on the publishing schedule by which advertising material must be provided to the Publisher by an Advertiser.  ‘Advertising Space Order’ or ‘Order’ means the details and particulars of the order shown on the face of the order which shall form part of this Agreement. ‘Advertising Materials’ mean those materials supplied to the Publisher for the purpose of the advertisement by the Advertiser. ‘Agreement’ includes this document and any schedule or Order relating to it; ‘Amounts’ means the price, fees, charges and expenses payable by the Advertiser to the Publisher for advertising space used as is specified in the Schedule located on the Order under this Agreement and includes all other costs or expenses incurred by the Publisher at the request of the Advertiser, including special typesetting, artwork, proofreading, film positives, GST; ‘Booking Deadline Date’ means the dates on the publishing schedule that may be obtained by the Advertiser contacting the Publisher at its business office during normal business hours; ‘Cancellation Deadline’ means a date at least two weeks prior to the Booking Deadline Date. ‘Invoice’ means the Amounts payable by the Advertiser to the Publisher under this Agreement and issued from time to time pre publication of the Magazine but dated at the sale date of publication. ‘Magazine’ means the publication shown on the face of the Order published by the Publisher whether in paper or electronic form; ‘Publisher’ means ‘Express Publications Pty Limited’. ‘Schedule’ means the box located on the Order; ‘GST’ means a goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999.
(b) A reference to persons includes corporations; words including singular number include plural numbers and vice versa; words including a gender include all genders.
2. The Advertiser agrees to pay the Publisher the Amount invoiced for all advertising.
3. The Order may be varied in accordance with these terms and conditions otherwise this Agreement may not be varied except in writing and signed by both the parties.
4. If GST is payable in respect of any supply under this agreement, the Advertiser agrees to pay or reimburse the Publisher for any GST or indemnify the Publisher for any GST, in addition to the Amounts. The GST must be paid or reimbursed by the Advertiser to the Publisher at the earliest of:
(a) The same time as when the Amounts payable by the Advertiser are required to be paid to the Publisher.
(b) When the Publisher is required to remit the GST; and
The Publisher will promptly provide the Advertiser an invoice in an approved form for GST purposes.
5. Payment of the Amount is to be made within 30 days from the date of an Invoice provided to the Advertiser, except for a new business Advertiser which shall pay the first invoice on the day of acceptance of this Agreement. The Advertiser agrees that should it fail to make payment of the Amount on the Invoice within 30 days, the Advertiser shall be liable to pay interest at the rate of 12% per annum, (or 1% per month), on any overdue Amount calculated on the due date until the payment is received by the Publisher and should it be necessary for the Publisher to take legal action to recover any overdue Amount, the Advertiser shall be responsible for all the Publisher’s legal costs and disbursements. Any acceptance by the Publisher of a late payment without claiming interest, shall not amount to a waiver of the interest or the Publisher’s right to claim such interest or future interest resulting from any further late payment. The Advertiser irrevocably authorizes the Publisher to deduct any and all sums owed to the Publisher from any credit card provided to the Publisher by the Advertiser. The Publisher at its discretion may, subject to an Amount being due and payable, and in excess of the trading terms, deduct all Amounts outstanding on an Invoice from the credit card of the Advertiser and the Advertiser agrees and irrevocably authorises such transactions to take place by virtue of entering into this Agreement for the purchase of Advertising space.
6. The Publisher agrees to publish the Advertising Material in accordance with the particulars in the Order subject always to the terms and conditions of this Agreement. If an Advertiser has paid monies in advance to the Publisher and the Publisher fails to publish in accordance with this Agreement or otherwise terminates this Agreement all or any moneys paid to the Publisher may be refunded to the Advertiser at the sole discretion of the Publisher.
7. The Advertiser agrees and acknowledges that the Publisher, at its sole discretion is authorised to do all or some of the following: Postpone, suspend, cancel or terminate the publication of any advertisement at any time or from time to time; Destroy or return to the Advertiser any Advertising Material which remains in its possession, or at its printers 12 months from the last month of the publication of the advertisement. Destruction of Advertising Material may be without notification to the Advertiser and the Publisher will not be accountable for such destruction; Edit or alter any artwork or prints, or other production material supplied by the Advertiser to conform to technical printing needs, and without being responsible for its loss; To insert the word ‘advertisement’ on any advertising copy, which too closely identifies with editorial stories; To do any other act or thing which it deems reasonable in relation to the Advertising Material from time to time.
8. The publication of any advertisement made under this Agreement is subject to the Publisher’s approval and the Publisher may withhold approval to publish the Advertising Material of the Advertiser without having a reason to do so. The Advertiser agrees to and acknowledges the Publishers ability to withhold approval under this clause.
9. The Publisher shall use its best endeavors to meet positional requirements in line with specific written requests as are set out in the Order, however the Publisher reserves the right to make final positional decisions.
10. The Publisher will not be liable in any way for the loss or damage to any Advertising Materials to enable it to fulfill the Order. The risk in relation to loss or damage of the Advertising Materials shall at all times remain that of the Advertiser.
11. A request for TERMINATION of this Agreement by the Advertiser MUST be forwarded in WRITING by way of email, facsimile or ordinary post to the Credit Manager or Advertising Director or Advertising Representative by the Cancellation Deadline which is at least fourteen (14) days before the Booking Deadline Date and for a termination to be effective the Publisher must confirm in writing with the Advertiser that it accepts its request for termination. No termination of this Agreement will be accepted verbally. In the event that we terminate your Agreement it will be effective from the next Cancellation Deadline date on your Order from the date we terminate.
12. The Advertiser acknowledges that it remains liable to the Publisher for all Advertising costs under this Agreement.
13. Advertising schedule rates will apply only in respect of Orders placed for completion within a term of 12 months. If for any reason the Advertiser uses more or less space than agreed upon in the Order, then the Publisher is entitled to increase or lower the applicable rate, or rates, according to the amount of space used.
14. The Advertiser must provide copy or artwork to the Publisher by the Ad Copy Material Date. If the Publisher does not receive copy or artwork by the Ad Copy Material Date, the Publisher may in its discretion:
(a) Use any other artwork which the Publisher has used to comply with a previous Order from the Advertiser (if any) and the Advertiser will be liable for the full advertising space costs; or (b)Insert a house advertisement and the Advertiser shall remain liable for the full advertising space costs. The copyright in any artwork that is created by the Publisher is the property of the Publisher.
15. The Publisher shall not be liable in any way for the artwork supplied by the Advertiser including contents, layout and form of the artwork.
16. In the event that the Publisher forwards to the Advertiser, whether by way of facsimile transmission or email, an Advertisement Proof for Approval Form (Form) and the Advertiser fails to return the Form to the Publisher indicating the Advertisers approval of the Form or setting out the Advertiser’s alterations to the Form within three working days of the date shown on the Form then the Advertiser agrees that:
(a) The Advertiser shall be deemed to have approved the Form;
(b) The Publisher may publish the advertisement in accordance with the Form;
(c) The Publisher shall not be liable for any errors or omissions in respect of the advertisement; and
(d) The Advertiser shall remain liable for the full advertising space costs.
The Publisher has no obligation under this Agreement to send to the Advertiser a proof of the advertisement prior to publication.
17. The Advertiser warrants to the Publisher that:
(i) The Advertiser is the sole proprietor of the Advertising Materials or is licenced to use the Advertising Materials provided by the Advertiser to the Publisher;
(ii) The Advertising Materials provided do not infringe any existing copyright or intellectual property rights of third parties;
(iii) The Advertising Materials provided do not contain anything which is libelous, defamatory or otherwise illegal.
18. The Advertiser shall indemnify the Publisher, its servants and agents, and each of them against all claims, suits, causes of action and demands which the Publisher may have arising out of, relating to or in connection with this Agreement of whatsoever nature (including any legal costs or expenses properly incurred) occasioned to the Publisher in consequence of any breach by the Advertiser of any term or warranty of this Agreement.
19. Acceptance of this agreement by the Advertiser can either be made by signing and returning the advertising Order form by (a) ordinary mail, (b) facsimile, (c) scanned copy or (d) otherwise by returning an acknowledgement of acceptance by email in a format acceptable to the Publisher which shall be taken by the Publisher as confirmation that the Advertiser has read, understood and accepted the Terms and Conditions of this Agreement.
20. The Publisher may assign this Agreement to a third party without the consent of the Advertiser.
21. The Publisher maintains a Privacy Policy (“Policy”) which is in accordance with the Privacy Act (1998) and any amendments. The Policy can be found at www.expresspublications.com.au/privacy/
22. The Advertiser acknowledges and agrees that the Publisher may send to the Advertiser marketing material and contact them by phone from time to time. The Advertiser will have the ability to opt out of receiving such marketing material by following instructions provided in the marketing material or if contacted by phone indicating that the Advertiser no longer wishes to be called.
23. The Advertiser agrees that information about the Advertiser may be sent to third parties for the purpose of collecting a debt owed to the Publisher by the Advertiser under this Agreement and to credit reference agencies for unpaid invoices more than 30 days overdue not withstanding that there may be a dispute over the debt between the Publisher and the Advertiser.
24. The Advertiser acknowledges and agrees that information regarding the Advertiser which the Publisher holds under this Agreement and in accordance with the Publisher’s Privacy Policy may be assigned to a third party on a sale of part or all of the business of the Publisher and the Advertiser gives such consent.
25. This Agreement must be read and construed according to the laws of the State of New South Wales and the parties submit to that jurisdiction.
26. If any provision of this Agreement is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it is to be severed so that the validity and enforceability of the remaining provisions are not affected.

These Terms and Conditions can be accessed at www.expresspublications.com.au/terms/