TERMS AND CONDITIONS OF ADVERTISING SERVICES
These Terms and Conditions in counterpart with the Advertising Purchase Order form the Contract for the provision of the Services by AOA to the Client.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these terms and conditions, unless the context otherwise requires:
- Advertising Material means the Client’s content, artwork, and materials to be displayed on the Billboard.
- AOA means Ace of Advertising.
- APO means the advertising purchase order that together with the Conditions forms the Contract.
- Billboard means the digital advertising billboard located at the Site.
- Business Day means a day which is not a Saturday, Sunday or public holiday in Toowoomba, Queensland.
- Claim includes a claim, notice, demand, action, proceeding, litigation, threatened litigation, investigation, damage, loss, cost, interest, taxes, expense, amount or liability however arising, whether present, fixed, unascertained, immediate, future, or contingent, whether based in contract, tort, statute or otherwise.
- Client means the individual/s or entity identified as the client in the APO, or their authorised employees or agents, including any agency acting on their behalf.
- Commencement Date means the date specified in the APO from which the provision of the Services will commence.
- Conditions means these terms and conditions.
- Contract means the Conditions, together with the APO as amended from time to time.
- Deposit means the amount identified in the APO payable by the Client to AOA to prior to the provision of the Services.
- Duration means the length of time specified in the APO that the Advertising Material will be displayed on the Billboard for each Frequency event.
- Electronic Signature means an electronic method of signing that identifies the person and indicates their intention to sign the Contract.
- Expiry Date means the date specified in the APO on which the Services will cease.
- Fee means the amount payable by the Client to AOA for the provision of the Services for the amount specified in the APO.
- Frequency means the minimum number of times the Advertising Material will appear on the Billboard during the Time as set out in the APO.
- Location means the position of the Billboard on the Site as set out in Annexure A.
- Loss means all damage, loss, cost, and expense (including legal costs and expenses of whatsoever nature or description) howsoever arising including in contract, tort (including negligence), indemnity, under statute including any consequential or indirect losses, economic losses, loss of profits, loss of use, loss of contracts, business interruption, loss of revenue, financing costs or anticipated savings.
- Services means the display by AOA of the Client’s Advertising Material on the Billboard pursuant to the APO and the Conditions in consideration for the Fee.
- Site means 811 Toowoomba Connection Road Withcott Queensland 4352.
- Term means the period from the Commencement Date to the Expiry Date.
- Time means the period specified in the APO during which the Advertising Material will be displayed on the Billboard subject to the Conditions.
- GST means Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Confidential Information means all non-public information disclosed by one party to the other in connection with the Contract.
1.2 Interpretation
(a) Words importing the singular include the plural and vice versa;
(b) References to a person include a corporation or other legal entity;
(c) Headings are for convenience only and do not affect interpretation;
(d) References to legislation include all amendments, re-enactments, or replacements thereof.
2. ACCEPTANCE AND AUTHORITY
2.1 Any request by the Client for AOA to supply Services, or acceptance of Services by the Client, constitutes acceptance of these terms and conditions.
2.2 Where more than one Client is party to this Contract, each is jointly and severally liable for all obligations and payments arising under this Contract.
2.3 The individual/s entering into this Contract on behalf of the Client warrants that they possess the requisite authority to bind the Client.
2.4 The Client must provide AOA with not less than fourteen (14) days’ prior written notice of any change to its name, address, or other contact details.
3. COOLING OFF PERIOD
3.1 The Client is entitled to a cooling-off period of three (3) business days from the date of execution of the Contract.
3.2 During the cooling-off period, the Client may cancel the Contract without penalty by providing written notice to AOA.
3.3 Upon expiry of the cooling-off period, the Deposit is non-refundable except as otherwise expressly provided in this Contract.
4. SERVICES
4.1 The Services to be provided by AOA are as described in the APO and Conditions.
4.2 AOA will use reasonable endeavours to display the Advertising Material in accordance with the Contract and may, at its discretion, alter or abbreviate any advertisement, provided such discretion is exercised reasonably.
4.4 AOA will use reasonable endeavours to commence advertising on the Commencement Date but shall not be liable for delays caused by circumstances beyond its reasonable control.
5. TERM AND RENEWAL
5.1 The Term is as specified in the APO.
5.2 If the Client does not provide at least fourteen (14) days’ written notice of termination prior to the end of the Term, the Contract will continue on a rolling monthly basis until terminated by either party with thirty (30) days’ written notice.
5.3 For agreements of twelve (12) months or more, the Client may have a first right to renew, exercisable by providing written notice at least thirty (30) days before the Expiry Date.
6. PRICE AND PAYMENT
6.1 The Client must pay the Fee and the Deposit for the Services as set out in the APO, or invoice.
6.2 Payment for the Term is required in advance unless otherwise agreed. Accepted payment methods include Visa/Mastercard automatic debit, bank deposit, or as otherwise agreed.
6.3 The Services will not commence until payment has been received in full in advance.
6.4 In the event of non-payment of the Fee, AOA may suspend or terminate the Services immediately and without notice and may charge interest on overdue amounts at a rate of 2% above the daily Commonwealth Bank Australia rate per month, compounding.
6.5 All prices are exclusive of GST unless otherwise stated. Any applicable GST or other taxes will be added to the price.
6.6 AOA may require a deposit, the amount or percentage of which will be specified in the APO.
6.7 The Client must not withdraw or revoke any direct debit authority unless the Contract has been terminated in accordance with its terms.
7. ADVERTISING MATERIAL, SPECIFICATIONS AND SUBMISSION
7.1 All advertising Material must be submitted in the required format as set out in the APO by two (2) Business Days prior to the Commencement Date.
7.2 AOA reserves the right to reject any Advertising Material that does not meet specifications or is otherwise unsuitable.
7.3 Late submission may result in delayed display, with no compensation for lost time.
8. CLIENT WARRANTIES AND OBLIGATIONS
8.1 The Client warrants that all Advertising Material:
(a) Complies with all applicable laws, regulations, and codes (including the Competition and Consumer Act 2010 (Cth), copyright, trade mark, privacy, defamation, and anti-discrimination laws);
(b) Does not infringe any third party rights;
(c) Is not misleading, deceptive, offensive, or otherwise inappropriate.
8.2 The Client warrants that it holds all required licence or permits for the use and display of the Advertising Material and that it has obtained all necessary consents for the use of any person’s name, image, or likeness in the Advertising Material.
8.3 The Client indemnifies and must keep indemnified AOA against all claims, losses, damages, costs, and expenses (including legal expenses) arising from any breach of these warranties or from the content of the Advertising Material.
9. DISPLAY AND MAINTENANCE
9.1 AOA will use reasonable endeavours to display the Advertising Material at the Site, for the agreed Frequency and Duration for the Term.
9.2 AOA is not liable for any delay or failure to display due to events beyond its reasonable control, including but not limited to force majeure, power failure, or technical issues.
9.3 If mechanical or electrical failure prevents display for more than forty-eight (48) hours, the Client will be credited on a pro-rata basis for the period of non-display.
9.4 AOA reserves the right to interrupt regular advertising to display emergency or public service notices, with no compensation or refund for such interruptions.
10. CONTENT RESTRICTIONS AND GUIDELINES
10.1 All Advertising Material must comply with all applicable laws, regulations, and industry codes, including but not limited to the Competition and Consumer Act 2010 (Cth), Advertising Standards Bureau codes, and any relevant health advertising guidelines.
10.2 The Company reserves the right to reject or remove any content it deems inappropriate, offensive, discriminatory, misleading, or otherwise unsuitable without compensation to the Client.
10.3 Specific content and display specifications (such as image size, font size, Frequency, Duration and Time) will be as set out in the APO.
11. INTELLECTUAL PROPERTY
11.1 The Client retains ownership of its intellectual property in the Advertising Material but grants AOA a worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and display the Advertising Material for the purposes of providing the Services.
11.2 AOA retains ownership of all intellectual property it creates in the course of providing the Services.
11.3 Upon termination or expiry of the Contract, the Advertiser must return or destroy all Client intellectual property and Confidential Information.
12. CONFIDENTIALITY
12.1 Each party must keep confidential all Confidential Information obtained during the Term concerning the Contract and the Services and must not disclose or use such information except as required to perform its obligations under this Contract or as required by law.
13. PRIVACY
13.1 The Client consents to AOA collecting, using, and disclosing personal information in accordance with the Privacy Act 1988 (Cth) and for purposes including the provision of Services, credit assessment, and account management.
14. LIMITATION OF LIABILITY
14.1 Subject to the Client’s statutory rights and to the maximum extent permitted by law, AOA is not liable to the Client or any other person for, and the Client releases and discharges and indemnifies AOA (including for legal costs) from, any Claim for any Loss, damage, costs, expenses, damages (including but not limited to loss of profits or loss of earnings, loss of use or enjoyment, direct, indirect, special, incidental or consequential loss or damage caused by or arising out of or relating in any matter or incidental to a breach by the Client of the Contract, breach of statutory or contractual duty, tort (including negligence), the Billboard, its performance, use, operations, supply or non-supply, performance or non-performance or any defect or defects in or breakdown, technical malfunction or any failure of or accident to the Billboard or any service provided for, contemplated by or in or pursuant to the Contract beyond AOA’s reasonable control or any other liabilities, whether direct or indirect, suffered by the Client or any other person.
14.2 To the maximum extent permitted by law:
(a) AOA excludes all warranties, representations, and conditions not expressly set out in this Agreement;
(b) AOA’s maximum aggregate liability to the Client for all Claims or any Loss arising in relation to the Contract is limited to the amount paid by the Client for the Services;
14.3 The Client indemnifies AOA against all Loss suffered or incurred by AOA (including legal fees) arising from or in connection with:
(a) any act or omission of the Client resulting in Loss or damage to AOA, except to the extent caused by AOA;
(b) a delay in payment of money under the Contract;
(c) any breach by the Client of the Contract;
(d) any repudiation of the Contract.
15. DEFAULT AND TERMINATION
15.1 If the Client defaults in payment or breaches any term of this Contract, AOA may suspend or terminate the Services and recover all amounts due, including interest and costs of collection including associated legal costs.
15.2 Either party may terminate this Agreement by providing fourteen (14) days’ written notice at the end of the Term or during any rolling monthly period.
15.3 AOA may terminate the Contract with twenty-four (24) hours’ notice for maintenance, removal, upgrade, or operational requirements, in which case the Client will be released from payment obligations for the remainder of the Term.
15.4 The Client may cancel the Agreement during the cooling-off period or as otherwise permitted under this Contract.
16. FORCE MAJEURE
16.1 Neither party shall be liable for any failure or delay in performing its obligations under this Contract to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, industrial action, or natural disasters.
17. FORCE MAJEURE
17.1 This Contract is governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.
17.2 If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17.3 AOA may assign or subcontract its rights and obligations under this Contract without the Client’s consent. The Client may not assign its rights without AOA’s prior written consent.
17.4 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or understandings.
17.5 Any notice required under this Contract must be in writing and delivered to the address or email specified in the APO.
18. COUNTERPARTS AND ELECTRONIC EXECUTION
18.1 If the Contract is signed by different parties in counterparts, the counterparts together comprise the agreement between the parties.
18.2 The Contract may be executed in more than one (1) counterparts and acceptance delivered by facsimile transmission or email.
18.3 An executed counterpart sent by facsimile or email to a party is deemed to be a validly executed counterpart as if it were the original.
18.4 Pursuant to s11(2)(b) of the Electronic Transactions Act 1999 (Qld) the parties each consent and agree to receive the Contract by, and associated information by, electronic means and to provide information by electronic means if requested and the parties agree that any email versions of the signed and scanned Contract will be binding as if the original or facsimile copies had been signed by the parties.
18.5 If the Contract is signed by any person using an Electronic Signature, the parties:
(a) agree to enter into the Contract in electronic form; and
(b) consent to either or both parties signing the Contract using an Electronic Signature.
19. ACCEPTANCE
19.1 By instructing AOA to provide the Services, executing the relevant APO, or otherwise accepting the Services, the Client acknowledges and agrees to be bound by these terms and conditions.
