Bauer Media Group

Standard Advertising Terms and Conditions

1. Incorporation

   1. These terms (together with the applicable Cancellation Date and Advertising Material Lodgment Requirements) govern each supply of Services and, except as modified in accordance with clause 1.2, constitute the entire agreement in connection with each supply of Services. All other express or implied terms and conditions, including the terms and conditions of Client, are excluded to the extent permitted by law.

   2. No variation to these terms, whether in a Booking or otherwise, binds Bauer Media Group unless expressly and specifically agreed in writing by Bauer Media Group and Client.

   3. These terms supersede any terms and conditions that have previously governed any supply of Services to Client and prevail to the extent of any inconsistency between a written or verbal quotation or Booking and these terms.

2. Quotations

   Any written or verbal quotation provided by Bauer Media Group to Client, whether in the form of a media kit or otherwise, is a mere invitation to treat and does not constitute a contractual offer. All such quotations lapse 30 days after issue, but Bauer Media Group may vary or withdraw any such quotation at any time.

3. Booking Process

   1. Client may, at any time, make a Booking. A Confirmation Advice may be issued with respect to the Booking.

   2. Client may cancel all or part of a Booking without penalty if written notice is given to Bauer Media Group's national advertising manager before the Cancellation Date. Bookings accepted by Bauer Media Group after the Cancellation Date may not be cancelled by Client without payment for the Booking in full.

   3. If Client cancels all or part of a Booking after the Cancellation Date, Bauer Media Group is entitled to payment in full for the Booking.

   4. If Bauer Media Group fails to issue a Confirmation Advice relating to a Booking but provides the Services requested in that Booking, these terms bind the Client as if a Confirmation Advice had been issued.

4. Creative Services

   1. Where, in connection with the provision of Services, Bauer Media Group provides creative services to Client, Client acknowledges that:

      1. Bauer Media Group does so as agent for Client and that Client is solely responsible for the Advertising Material which is the subject or product of such creative services, including their compliance with applicable laws, regulations and codes of conduct; and

      2. the Client provides the warranties in clause 8.1 notwithstanding any services provided by Bauer Media Group in relation to any advertisement in which Advertising Material is contained.

   2. Any text, images and logos that Client wants to include in an advertisement being created by Bauer Media Group must be provided to Bauer Media Group at Client's cost within the timeframes notified by Bauer Media Group to Client.

5. Rates and Payment

   1. The applicable rate for any Booking is the rate specified in the Confirmation Advice (or, in the absence of a Confirmation Advice, in the rate card for the applicable Publication as of the date of the Booking). Client must pay the applicable rate for a Booking to Bauer Media Group at the time of presentation of Bauer Media Group's invoice for that Booking or on such later date as may be specified by Bauer Media Group.

   2. Production costs (including those associated with inserts and onserts) are also payable by Client at Bauer Media Group's standard rates from time to time where production costs are incurred on behalf of Client.

   3. All Bauer Media Group rates or costs are exclusive of any applicable GST. Bauer Media Group will issue a tax invoice to Client in relation to any supply that is subject to GST. The amount of GST payable by Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms "GST", "supply" and "tax invoice" used in this clause shall have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

   4. Time of payment of invoices by Client is of the essence. Without prejudice to any other remedy, Bauer Media Group may charge interest on any overdue payments at an annual rate equal to 2% per annum above the National Australia Bank Limited reference rate applicable to business loans under $100,000 as published from time to time (to accrue from day to day).

6. Conditions relating to Services

   1. Bauer Media Group may, in its absolute discretion, refuse to accept any Advertising Material or cancel or reschedule any Booking or refuse to provide any Services.

   2. A Booking must not be resold or sub-licensed by Client or used other than for Advertising Material referred to in the applicable Confirmation Advice.

   3. Bauer Media Group makes no warranties in relation to proximity of Advertising Material in a Publication relative to Advertising Material relating to competing products or services.

   4. Client consents to Bauer Media Group reformatting any Advertising Material for inclusion in a digital or other derivative version of a Publication and warrants that doing so will not infringe any person’s rights.

7. Advertising Material Lodgment

   1. Client must lodge Advertising Material that complies with the Advertising Material Lodgment Requirements.

   2. If Advertising Material is not lodged as required by Bauer Media Group, Bauer Media Group may, at its election, use Advertising Material previously provided by Client or cancel the Booking, and in either case, Bauer Media Group remains entitled to the full payment for the Booking.

   3. Bauer Media Group reserves the right to place the word "advertisement", "promotion" or similar wording within or adjacent to any Advertising Material which, in Bauer Media Group's opinion, resembles editorial material.

   4. No responsibility is taken by Bauer Media Group for any Advertising Material or associated materials left uncollected after 3 months from the date of publication of the Advertising Material.

8. Warranties

   1. Client warrants to Bauer Media Group that Advertising Material lodged with Bauer Media Group (whether or not Bauer Media Group provided creative services in relation to that Advertising Material):

      1. complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;

      2. complies with any standard, guideline or requirement specified by Bauer Media Group and notified to Client from time to time;

      3. does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;

      4. is not false or misleading and is true in substance and in fact;

      5. without limiting the above, does not infringe the Competition and Consumer Act 2010 (Cth) or the Fair Trading Act 1986 (NZ) or the Therapeutic Goods ACT 1989 (Cth), the Therapeutic Goods Regulations, the Therapeutic Goods Advertising Code operating in Australia or similar laws, regulations and codes operating in New Zealand; and

      6. does not contain anything which may give rise to any cause of action by a third party against Bauer Media Group, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person.

   2. Client warrants to Bauer Media Group that Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to Client's dealings with Bauer Media Group.

9. Indemnity

   Client indemnifies Bauer Media Group, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense or cost, suffered or incurred, whether directly or indirectly, by Bauer Media Group, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by Client of these terms (including the warranties in clause 8) or otherwise (including in connection with recovering any amounts owed to Bauer Media Group by Client) arising from publication of Advertising Material or cancellation of or failure to publish any Advertising Material or otherwise in connection with such advertising.

10. Liability

    1. Bauer Media Group (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving whether caused by negligence or otherwise and whether or not Bauer Media Group was aware or should have been aware of the possibility of such damage.

    2. To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. Liability of Bauer Media Group for any breach of a term or condition whether implied by law or otherwise is limited, at Bauer Media Group's option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Service (or part thereof) supplied again.

    3. Bauer Media Group is not liable for any delay or failure to perform the Services which is due to any act of God, revolution, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any event not within the reasonable control of Bauer Media Group.

11. Credit

    1. Bauer Media Group may, at any time and in its absolute discretion, cancel, alter or suspend any credit terms (if applicable) when, in Bauer Media Group's opinion, the financial condition of Client or the status of Client's account requires it and Client agrees to pay on demand all sums owing in connection with any credit facility in the event the credit facility is suspended or cancelled.

    2. If Bauer Media Group grants any credit facility to Client, Client agrees that a demand purporting to be signed on behalf of Bauer Media Group identifying unpaid amounts is conclusive evidence that such amounts are payable and unpaid.

    3. Client agrees that:

       1. each Booking it makes shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and

       2. when any Booking is made, Client shall inform Bauer Media Group of any facts which might reasonably affect any decision to accept the Booking and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of Bauer Media Group and to be unconscionable, misleading and deceptive.

12. General

    1. These terms and any agreement between Client and Bauer Media Group are governed by the laws of New South Wales and each party submits to the jurisdiction of courts exercising jurisdiction in that State.

    2. These terms bind Bauer Media Group and Client and their respective successors.

    3. The invalidity or unenforceability of any provision of these terms does not affect the validity or enforceability of the remaining provisions.

    4. Client may not assign its rights under these terms or a Booking to any other person.

13. Definitions

    In these terms, unless the context otherwise requires:

    • Bauer Media Group means each of Bauer Media Group ABN 053 273 546 and any person for which Bauer Media Group accepts Bookings;

    • Bauer Media Group's Website means the website located at www.bauer-media.com.au;

    • Advertising Material means advertising material and any promotional or other material:

      1. provided to Bauer Media Group by or on behalf of Client; or

      2. created by Bauer Media Group in the course of providing creative service to Client including inserts, onserts, band-ons, business reply cards, tip-ons, samples and scents;

    • Advertising Material Lodgment Requirements means the requirements for lodgement of Advertising Material with Bauer Media Group as specified on Bauer Media Group's Website or otherwise specified by Bauer Media Group from time to time.

    • Booking means a written or verbal order from Client to Bauer Media Group requesting the provision of Services;

    • Cancellation Date means the cancellation date applicable to a Publication as specified on Bauer Media Group's Website or otherwise specified by Bauer Media Group from time to time;

    • Client means:

      1. any person who places a Booking or to whom Bauer Media Group supplies Services, or

      2. if any agency places a booking for Services on behalf of that agency's client, that agency;

    • Confirmation Advice means a notice from Bauer Media Group to Client confirming the details of a Booking and acceptance of the Booking subject to these terms;

    • Publication means a publication with which Bauer Media Group is associated; and

    • Services mean the provision to Client by or on behalf of Bauer Media Group of advertising opportunities, including advertorials, in a Publication.