Advertiser Terms and Conditions
The Terms and Conditions outlined below apply to all products and services and authored content for use in (‘Advertisements’), that All Bases Covered Pty Limited (ACN 075 758 548) provides to any person or businesses in connection with COVERED. Magazine or allbasesCOVERED.com.au (‘website’).
SERVICES
1. Every Advertiser who engages with All Bases Covered Pty Ltd for Advertising in COVERED. Hub or on www.coveredhub.com.au agrees to these Terms & Conditions.
2. The contract between All Bases Covered for Services is based on the:
a) The Advertising Agreement provided in the media kit.
b) Email acceptance of finalised Advertising Proof
d) Tax invoice issued by the All Bases Covered Pty Ltd in respect of the Services (‘Tax Invoice’); and
e) Terms listed below.
3. The nature, type, placement and frequency (as applicable) of the Promotional Content forming the Services from time to time will be set out in the Order Form, Guidelines, Tax Invoice and relevant Proposal.
4. The Tax Invoice issued by the All Bases Covered Pt correlates to the sizing of the Advertisement in the Magazine and the level of Web site & Social media package activity.
5. No Terms or verbal quotation by All Bases Covered Pty Ltd represent an offer for Services.
6. A binding contract in relation to an Advertisement Agreement will only be formed between the All Bases Covered Pty Ltd and a Advertiser when All Bases Covered Pty Ltd receives funds in respect of the Tax Invoice within the timeframe specified.
7. All Bases Covered Pty Ltd will not be subject to any contractual obligation in respect of Services arising from these Terms until the Advertiser has provided funds to the All Bases Covered Pty Ltd in accordance with the Tax Invoice.
8. To the extent of any inconsistency in cost between the Advertising Agreement and Tax Invoice, the Tax Invoice will take precedence.
9. All Bases Covered Pty Ltd may change the Terms and Conditions at any time without notice to any prospective advertiser but in any case, amended Terms will be published on the allbasescovered.com.au website and notified as such and included with all Advertising Agreements.
10. Changes to the Terms & Conditions will apply to contracts formed for Services after the date the change becomes effective, and on each submission of an Advertising Agreement.
Additional SERVICES
1. All Bases Covered Pty Ltd may provide services to the advertiser outside those described in the Order Form (‘Additional Services’). Such Services will be clearly designated as “Additional Services” or similar, and will be invoiced separately by the All Bases Covered.
2. A binding contract in relation to Additional Services will be formed between the All Bases Covered Pty Ltd and an Advertiser when the Advertiser requests All Bases Covered Pty Ltd to proceed with a quoted Brief.
TERMINATION BY All Bases Covered Pty Ltd
1. Even if a contract has been formed in accordance with these Terms, the All Bases Covered Pty Ltd reserves the right to withdraw from or cancel the contract at any time, at its absolute discretion, without giving reasons.
2. If All Bases Covered Pty Ltd withdraws from or cancels the contract in this manner, the advertiser will receive a full refund.
3. All Bases Covered Pty Ltd will not be liable for any costs or damage (including any consequential loss) incurred by the Advertiser in connection with its withdrawal or cancellation of a contract.
FINALIsING PROMOTIONAL CONTENT
1. The advertiser undertakes to promptly (and before Promotional Content has already been Published):
a) review and sign the 'advertising proof' document, confirming all Content;
b) notify All Bases Covered of any errors in such Promotional Content;
c) and otherwise confirm the final proof of any Promotional Content
2. Promotional Content must be approved by the Advertiser (and agreed between All Bases Covered Pty Ltd and the advertiser) by the due date set out in the Advertising agreement.
3. All Bases Covered Pty Ltd will not compensate the Advertiser for any damage or loss caused by a third party who is involved in creating or operating Promotional Content Published in the Magazine or on the website.
7. If the Advertiser does not deliver materials required for the promotional content to All Bases Covered by the agreed upon due dates, All Bases Covered is not obliged to run the Advertisement.
PUBLICATION OF ADVERTISEMENTS
1. The Advertiser grants the All Bases Covered Pty Ltd a worldwide, royalty-free, nonexclusive, irrevocable licence to Publish, and to sub-licence the publication of, the Promotional Content. The Advertiser represents and warrants that it has the right and authority to grant the Provider the licence referred to in this clause.
2. All Bases Covered Pty Ltd will use its reasonable endeavours to Publish the Magazine & or Website Promotional Content on the specified date of the issue.
4. The size of the Promotional Content Published will be in accordance with the specifications described on the Advertisement Agreement.
5. All Bases Covered Pty Ltd reserves the right to place and position Promotional Content in the magazine at there absolute discretion.
6. All Bases Covered Pty Ltd may, at its absolute discretion, decline to Publish any Promotional Content without giving any reason.
7. If, in the opinion of All Bases Covered Pty Ltd, publication of the Promotional Content would be:
a) offensive;
b) in breach of any law;
c) in breach of any agreement that All Bases Covered Pty Ltd has with any third party; or
d) in breach of any third party's rights;
All Bases Covered Pty Ltd may amend the Promotional Content and notify the Advertiser as such.
8. If All Bases Covered Pty Ltd exercises its right to amend the Promotional Content as outlined above, this will not reduce the amount payable to All Bases Covered Pty Ltd by the Advertiser in respect of the Services or Additional Services provided, or give rise to any claim against All Bases Covered Pty Ltd.
9. The Advertiser must promptly notify All Bases Covered Pty Ltd of any errors in the Promotional Content.
10. All Bases Covered Pty Ltd does not accept any responsibility for any errors in Promotional Content published.
11. All Bases Covered Pty Ltd will not be liable for any costs, expenses, losses or damages suffered or incurred by the Advertiser arising from All Bases Covered Pty Ltd failure to Publish Promotional Content on the Site in accordance with the Advertisers requests.
12. All Bases Covered Pty Ltd may label or title, with graphics or text, any Promotional Content as an advertisement or sponsored material at its absolute discretion, to distinguish the Promotional Content from other content in the magazine or on the website.
13. All Bases Covered Pty Ltd make no warranties or guarantees, implied or express, as to the ongoing availability of the website, and reserves the right to make it unavailable from time to time as is reasonably required for maintenance and updates.
14. The Advertiser agrees that All Bases Covered Pty Ltd is not liable for any loss or damage that it may incur by not being able to access this website or parts of it, or as a result of the Site not being publicly available, when it is undergoing maintenance and updates. If for any reason an electronic communication (as part of the Promotional Content) fails, the All Bases Covered Pty Ltd is not liable for any loss or damage as a result.
15. If an Advertiser wishes to make a claim for any remedy in respect of the Services / Advertising or additional Services, the Advertiser must send the claim in writing to All Bases Covered Pty Ltd no later than 15 Business Days after the first day on which the Publication Content is Published.
16. All Bases Covered Pty Ltd will not be liable for any delay or failure to publish Promotional Content caused by a factor outside All Bases Covered Pty Ltd reasonable control (including but not limited to any Act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint, Printer failure).
DISPUTE RESOLUTION
1. If any dispute arises between the Advertiser and All Bases Covered Pty Ltd in connection with this agreement (‘Dispute’), then either party may notify the other of the Dispute with a notice (‘Dispute Notice’) which:
a) Includes, or is accompanied by, full and detailed particulars of the Dispute; and
b) is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
2. Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of All Bases Covered Pty Ltd and Advertiser must meet and seek to resolve the Dispute.
3. Subject to this section, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
4. Nothing in this section prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
5. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under these Terms and any related agreements.
PAYMENT FOR SERVICES
1. The rate for the Services is set out in the Tax Invoice, or as All Bases Covered Pty Ltd subsequently notifies the Advertiser in writing.
2. The Advertiser must pay for all Services before the Promotional Content is Published.
3. Any cancellation of the contract by All Bases Covered Pty Ltd will be subject to a minimum cancellation fee of 100% of the money paid by All Bases Covered Pty Ltd for the Services.
PAYMENT FOR Additional SERVICES
1. The rate for Additional Services is as All Bases Covered Pty Ltd notifies the Advertiser in writing in the Quote Brief, or if not notified, at its normal rates for the Additional Services.
2. All Bases Covered Pty Ltd will invoice the Advertiser for additional Services, and the Advertiser must pay for the Additional Services within 7 Business Days of the date of the tax invoice.
3. If the Advertiser fails to pay All Bases Covered Pty Ltd on the due date for payment, the Provider will:
a) charge the Advertiser interest on the overdue amount at the rate calculated by the base cash monetary rate.
b) immediately cancel any other contract in effect with All Bases Covered Pty Ltd without any obligation to refund the Advertiser any money in respect of the cancellation, even if the Promotional Content has not been published;
c) initiate proceedings against the Advertiser to recover the overdue amount; and
d) have the right to recover all costs in relation to any action taken against the Advertiser to recover overdue amounts, including but not limited to legal costs and outlays on a full indemnity basis.
GST
1. All rates quoted for Services and Additional Services by the Provider are exclusive of GST unless expressly stated otherwise.
2. The Advertiser is liable for any applicable GST in respect of the Services and Additional Services supplied by All Bases Covered Pty Ltd.
Advertiser WARRANTIES
1. The Advertiser warrants and represents to All Bases Covered Pty Ltd that the Promotional Content and the publication by All Bases Covered Pty Ltd of the Promotional Content does not breach or infringe:
a) The Competition and Consumer Act 2010 (Cth) or Fair Trading Acts (State) or equivalent legislation;
b) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
c) any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
d) State or Commonwealth anti-discrimination legislation;
e) the Privacy Act (Cth);
f) any financial services law as defined in the Corporations Act 2001 (Cth); or
g) any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
2. The Advertiser further warrants and represents that if:
a) the Promotional Content that contains the name or photographic or pictorial representation of any living person and/or any copy by which any living person can be identified, the Advertiser has obtained the authority of that person to make use of his/her name or representation or the copy;
b) the Promotional Content contains the price for consumer goods or services, the Promotional Content complies with the component pricing provisions of the Competition and Consumer Act (Cth) and contains, as a single price, the minimum total price to the extent quantifiable at the time of publication of the Promotional Content on the Site; and
c) the Promotional Content promotes a competition or trade promotion, the Advertiser has obtained all relevant permits and indemnifies All Bases Covered Pty Ltd against any loss in connection with the Promotional Content.
INDEMNITY
1. By submitting, authorising or approving the publication of Promotional Content in the Magazine or on the Site, the Advertiser indemnifies All Bases Covered Pty Ltd and its directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the publication of the Promotional Content.
2. Without limiting the generality of the above, the Advertiser Indemnifies All Bases Covered Pty Ltd and its officers, employees, contractors and agents (the ‘Indemnified’) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising directly or indirectly from the Advertiser’s breach of these Terms and any negligent or unlawful act or omission of the Advertiser in connection with the Services, Extra Services or the Promotional Content.
LIABILITY
1. The Advertiser acknowledges that it has not relied on any advice given or representation made by or on behalf of All Bases Covered Pty Ltd in connection with entering a contract for the Services or Additional Services, except those made in writing by All Bases Covered Pty Ltd, which are qualified under this clause.
2. All Bases Covered Pty Ltd has no liability to the Advertiser, and the Advertiser indemnifies All Bases Covered Pty Ltd, in relation to any failure of telecommunications services or systems, which affect the publication of the Promotional Content of the Magazine or the Site.
3. All Bases Covered Pty Ltd excludes all implied conditions and warranties from these Terms, except any condition or warranty (such as conditions and warranties implied by the Competition and Consumer Act 2010 (Cth) and equivalent State acts), which cannot by law be excluded (‘Non Excludable Condition’).
4. Subject to the application of any Non Excludable Condition, All Bases Covered Pty Ltd excludes all other liability to the Advertiser for any costs, expenses, losses and damages suffered or incurred directly or indirectly by the Advertiser in connection with these Terms, Services or Additional Services, whether that liability arises in contract, tort (including by All Bases Covered Pty Ltd negligence) or under statute. Without limitation, All Bases Covered Pty Ltd will in no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
5. Where a Non Excludable Condition is deemed to apply, All Bases Covered Pty Ltd limits its liability for any breach to the re-supply of the Services or Additional Services affected by the breach, or the payment of the cost of such re-supply, which is to be at the Provider’s option.
CONFIDENTIALITY
1. Each Party will treat as confidential, and procure that its officers, employees, contractors and agents treat as confidential and will not disclose, unless disclosure is required by law:
a) the terms of any contract formed pursuant to these Terms (including but not limited to any information contained in the Order Form, Product Profiles or Guidelines; or
b) information generated for the performance of any contract arising from these Terms; and
c) any information derived wholly or partly from information described in this clause.
2. Each party agrees to take all reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of confidential information of other party (although this does not apply to the Provider in relation to the Forum).
PRIVACY
1. All Bases Covered Pty Ltd collects a Advertiser’s information for the purposes of providing the Services, Additional Services and invoicing. All Bases Covered Pty Ltd may disclose this information to its related companies, to credit reporting agencies and other third parties as part of provision of the Services and Additional Services. Where a Advertiser has an overdue account, All Bases Covered Pty Ltd may disclose personal information to debt collection agencies or its legal advisers to recover the amount due.
2. The Advertiser may gain access to its personal information by writing to the General Manager @ All Bases Covered Pty Ltd at info@allbasescovered.com.au. More information about privacy and accessing personal information is in the All Bases Covered Pty Ltd privacy policy, which is accessible at http://www.allbasesCOVERED.com.au/privacy
NOTICE
1. Each communication (including each notice, consent, approval, request and demand) under or in connection with a contract arising from these Terms (‘Communication’) must be in writing.
2. The Advertiser and All Bases Covered Pty Ltd may serve any Communication to each other by sending it in an email to the contact details provided by the Advertiser and All Bases Covered Pty Ltd on the Advertisement Agreement.
3. A Communication by email will be taken to have been received by the addressee 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address.
GENERAL
1. These Terms, the Advertisement Agreement, the Product Profiles and where applicable, the quote or Clinet Brief document, together with any other written agreement between All Bases Covered Pty Ltd and the Advertiser relating to these Terms, represent the entire agreement of All Bases Covered Pty Ltd and the Advertiser in relation to the Services or Additional Services.
2. The contract arising from these Terms cannot be varied, except in writing by an authorised officer of All Bases Covered Pty Ltd.
3. The Advertiser cannot assign, novate or otherwise transfer any of its rights or obligations under any contract arising from these Terms without the prior written consent of All Bases Covered Pty Ltd.
4. All Bases Covered Pty Ltd may assign, novate or otherwise transfer any of its rights or obligations under any contract arising from these Terms to a third party without notice to, or the prior consent of, the Advertiser, but if All Bases Covered Pty Ltd requires, the Advertiser will sign any documents to give effect to an assignment, novation or transfer by All Bases Covered Pty Ltd under this clause.
5. The laws of the state of New South Wales govern these Terms and each party submits to the non-exclusive jurisdiction of the courts of the relevant State.
8. No right of All Bases Covered Pty Ltd will be deemed waived and no breach excused unless such waiver or consent is provided in writing
9. The relationship between All Bases Covered Pty Ltd and the Advertiser under any agreement arising from these Terms does not form a joint venture or partnership.
10. All content on the Site is the copyright of All Bases Covered Pty Ltd. Without the express written permission of All Bases Covered Pty Ltd, the Advertiser will not:
a) replicate all or part of the Site in anyway; or
b) incorporate all or part of the Site in any other webpage, site, application or other digital or non-digital format.