Last updated: 2 November 2012

Gold Coast Advertising (“we”) and the customer (“you”) wish to enter into an agreement regarding advertising, content integration and creative services we may supply to you for use on the gcads.com.au website and our partner sites. You should note that the capacity in which we enter into this Agreement is as set out in these Terms & Conditions, in particular in clause 12 and in the definition of we/our/us in clause 2.

  1. OVERVIEW

     1.1 Agreement

    The Agreement comprises:

    • these Terms and Conditions;
    • the terms of the Insertion Order(s);
    • any Credit Application Form; and
    • where you are a Preferred Agency, any special terms we have agreed.

    1.2 Entire agreement of parties

    This Agreement constitutes the entire agreement between the parties and replaces any previous discussions, communications or other documents concerning the supply of the Services.

  2. DEFINITIONS

    In this Agreement, the following words have these meanings, unless the context otherwise requires:

    • Advertising Copy means all advertising, marketing or other material supplied by you (including, without limitation, text, graphics and URLs) for publication on any of our sites in the form and manner approved by us;
    • Affiliate means any legal entity that Owns, is Owned by, or is commonly Owned with, us, and in the case of Gold Coast Advertising, and includes Partners;
    • Approved Agency means any customer who provides advertising agency services to its customers and which is registered with us as an approved agency;
    • Cancellation Fee means the estimated charges and costs we would have reasonably expected to have received for provision of Services but for your late cancellation including our charges for producing any Custom Materials and our Fees for publishing any Custom Materials or Advertising Copy based on the applicable Insertion Order;
    • Confidential Information means:

      1. the terms and conditions of the Agreement; and
      2. all information of a confidential nature disclosed or communicated by the disclosing party to the recipient including any financial and pricing data; business plans; policies; suppliers; inventions; product information and information about a party’s marketing and/or promotional activities but excludes any information which the recipient can establish:
      3. is or becomes generally available in the public domain otherwise than through a breach of this Agreement or any obligation of confidence owed to the disclosing party;
      4. is or becomes known to the recipient from a source other than the disclosing party otherwise than through a breach of an obligation of confidentiality owed to the disclosing party;
      5. is or has been independently developed or acquired by the recipient; or
      6. is approved in writing by the disclosing party for disclosure by the recipient;

    • Creative Services means design, production and promotional services we provide for interactive media including without limitation creating, producing and marketing Custom Materials, advertising marketing campaigns, e-direct marketing, developing and hosting integrated offerings such as competitions and associated creative services;
    • Custom Materials means customised content and materials in any form which we have produced for any particular campaign or promotion including any banner, advertisement, copy, mini website or co-branded webpages, newsletters or e-marketing materials as set out in the Insertion Order;
    • Fees means our fees and charges for the provision of Services as specified in the Insertion Order;
    • Indirect Losses includes losses of profits, revenue, opportunity, anticipated savings or data or any indirect or consequential loss or damage;
    • Insertion Order means an insertion order which specifies details of the Services we agree to provide to you;
    • Integration Placements means a placement of Custom Materials or Advertising Copy which is integrated across multiple entry points on our sites;
    • Launch Date means the date at which we are scheduled to publish any Advertising Copy or make available any Custom Materials for publication as specified in the Insertion Order;
    • Gold Coast Advertising Owned & Operated Network means the websites that form part of the Gold Coast Advertising network of websites, partner websites.
    • Order means an order for Services described in an Insertion Order which has been accepted by us in accordance with this Agreement;
    • our sites means the Gold Coast Advertising Owned & Operated Network, the Partner Networks, and Gold Coast Advertising Directory;
    • Services means the services to be supplied by us to you as described in any Insertion Order (including any services to be supplied by us to you in our capacity as the sole and exclusive operator of the Gold Coast Advertising Ads business) and;

  3. SERVICES 

    3.1 Provision of Services

    We will provide to you with, and you agree to use, the Services in accordance with this Agreement.

    3.2 Orders for Services

    1. You may request Services from us by completing an Insertion Order.
    2. We will not be obliged to supply to you the particular Services set out in the Insertion Order until you have signed the Insertion Order.
    3. We may require you to submit a completed Credit Application Form prior to our signature of the Insertion Order.

    3.3 Cancellation of Services
    • You may cancel an Order for any Services at any time without charge provided that you give us at least thirty (30) days’ notice prior to the Launch Date except in the case of Orders for the Partner Network which you may cancel on notice at any time up to 24 hours prior to the Launch Date.
    • In the event you cancel an Order for Services on less than the notice period set out in clause 3.3 (a) we may, in our discretion, issue you with a Value Credit or charge you a Cancellation Fee.
    • All Value Credits must be used within sixty (60) days of the issue date.
    • You further acknowledge that use by you of any Value Credit is subject to the availability of replacement services and that we may, in our discretion, restrict your use of any Value Credit for Premium Services to the purchase of Non-Premium Services of equivalent value.
    • Regardless of the period of notice you have provided to us, if you cancel any Order for Creative Services we will charge you for any production costs and charges we have incurred as of the date of the cancellation.
    • We may cancel an Order or part Order at any time without giving you any reasons for the cancellation. If we exercise this right we will at our option:

      1. refund to you any Fees that you already paid to us;
      2. issue you with a Value Credit; or
      3. reschedule the Launch Date to another date within sixty (60) days of the cancellation date; and you agree that this is our sole liability to you in relation to that particular Order or part Order.

    • For the avoidance of doubt, a cancellation of an Order or part Order by either party pursuant to this clause 3.3 will be deemed to be a termination of this Agreement by that party in relation to such Order or part Order.

     3.4 Optimisation

    We use reasonable endeavours to deliver Services in accordance with the Order. In the event we reasonably believe that any campaign is underperforming, we may in our discretion change the placement of Advertising Copy from that specified in the Order provided that it is displayed within a substantially equivalent-sized advertising unit and on a reasonably equivalent website environment to those specified in the Order.

  4. ADVERTISING COPY

     4.1 Form of Advertising Copy
    1. You will ensure all Advertising Copy complies with our advertising specifications (as may be modified by us from time-to-time) which are available on request or such other requirements we may advise you of.
    2. Your failure to meet our advertising specifications may delay or prevent placement of the Advertising Copy on the Gold Coast Advertising website, or cause its removal from the Gold Coast Advertising website and is in breach of this Agreement. Without limiting clause 4.5, you must provide us with replacement Advertising Copy within forty-eight (48) hours to the extent we may refuse to publish Advertising Copy or we remove any Advertising Copy pursuant to this Agreement.

     4.2 Editorial Matter
    1. You will ensure that Advertising Copy is clearly identifiable to users as advertising material and does not contain any material which could be confused by Users with our editorial content.
    2. You acknowledge that we may label any Advertising Copy as an advertisement when we publish it.

      4.3 Website Links

      You will ensure that any URL referenced in any Advertising Copy will link Users to the intended website. We may test whether the URL is functional and may in our discretion remove any URL which does not meet with our approval.

      4.4 Right to Publish Advertising Copy

      You represent and warrant to us that you are fully authorised to publish, and that you authorise us to publish on your behalf, Advertising Copy on our sites.

  5. SALES MATERIAL

    You acknowledge that any marketing slide packs, mock ups, presentations or marketing materials supplied to you concerning our Services are examples only and that we may in our discretion vary the placement of any Advertising Copy including Integration Placements within our sites.

  6. CREATIVE SERVICES 

    6.1 Instructions and Materials

    You will supply us with any design instructions, logos, art work or materials which we will need to carry out Creative Services for you in the manner and format we specify at the time of completion of the Insertion Order. 
     
    6.2 Approval of Custom Content
    1. We will use reasonable endeavours to supply mock ups of all Custom Materials for your approval reasonably in advance of the Launch Date.
    2. You must promptly check mock ups upon receipt and notify us of your approval or of any errors or amendments you require prior to the Launch Date. We may charge you additional fees for any amendments’ we estimate will take more than one business day’s work to complete.
    3. Subject to clause 7.2(a), if we do not receive your approval for mocks ups of the Custom Materials supplied to you at least two (2) days prior to Launch Date we may in our discretion treat this as a cancellation of the applicable Order or part thereof and we may charge you a Cancellation Fee.
  7. PAYMENT 

    7.1 Rates and Fees

    You will pay the Fees.

    7.2 Changes to Rates

    We may change our advertising rates from time to time without notice.

    7.3 Cost and Charges 

    We may charge you additional costs we incur in the provision of Services including (without limitation):

    • the cost of obtaining any necessary licenses for any competitions which form part of Creative Services;
    • any additional costs we incur in providing any talent, photography, filming, special effects of other special services which you request be supplied as part of the for the Creative Services;

     7.4 GST and Taxes

    You are responsible for computing and paying all taxes, duties and other government fees or charges payable or assessed in connection with this Agreement including (without limitation) goods and services tax, other value added tax, sales or use taxes, stamp duty and turnover tax, but excluding taxes, duties and government charges assessed on our income.

    7.5 Payment
    • Payment of your monthly fees and costs are due on the due date and an email will be sent out prior to payment due under this Agreement;
    • You may, if agreed with us, make payment by electronic debit to our nominated account any additional costs we incur in providing any talent, photography, filming, special effects of other special services which you request be supplied as part of the for the Creative Services;

    7.6 Measurement of Advertising

    We will measure advertising (including impressions delivered and clicks achieved) through our advertising tracking systems. Results from third party ad-servers will not be accepted for the purposes of billing and assessment of advertising performance.
     
  8. CONFIDENTIAL INFORMATION
    • Each party must:
      1. take all action reasonably necessary to maintain the confidentiality of the other party’s Confidential Information;
      2. not disclose the other party’s Confidential Information to any person except as permitted under clauses 13(b) and (c) below;
    • A party (“recipient”) may disclose the Confidential Information of the other party:
      1. to a representative of the recipient who needs to know the Confidential Information for the purposes of this Agreement and subject to the recipient taking reasonable steps to ensure that any such representative is fully aware of the confidential nature of the Confidential Information of the disclosing party before the disclosure is made; or
      2. which is required or authorised to be disclosed by any law.
    • We may disclose and make available your Confidential Information to our Affiliates on the condition that we take reasonable steps to ensure that such Affiliates are made fully aware of the confidential nature of your Confidential Information before the disclosure is made. You consent to our Affiliates contacting you in connection with their provision to you of advertising, content integration, creative services and/or other products or services to you.
  9. INDEMNITY & LIABILITY

    9.1 Indemnification

    You indemnify us against all loss, damage or liability we may suffer or incur arising out of any claim made against us as a result of breach of your warranties in clause 8.1 and any act or omission by you in connection with your Advertising Copy. 

    9.2 Limitation of Liability
    • Neither party is liable for any Indirect Loss incurred by them or by any other person arising out of or in connection with this Agreement.
    • Our liability to you for any claims made under this Agreement (whether such liability arises in contract, tort (including negligence) or otherwise) is, to the fullest extent permitted by law, limited at our option to resupplying the Services or paying the cost of having the Services resupplied.

    9.3 No responsibility for Advertising Copy

    • We are not liable for any aspect of the Advertising Copy including any products or services referred to in the Advertising Copy.
    • You are solely responsible for the content of all Advertising Copy and associated products and services, including any ancillary competitions and promotions.

    9.4 Complaints

    If you wish to make a claim for a Value Credit, republication or any other remedy in respect of our Services you must send the claim to us no less than fourteen (14) days after the Launch Date.


10.1 Applicable law

Subject to clause 12.2(i), this Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales, Australia. 

10.2 Notices

A notice must be in writing to the address of the addressee as stated in the Insertion Order. 

10.3 No Agency

This Agreement will not create a joint venture, legal partnership, employment or agency relationship between you and us. 

10.4 Assignment

Neither party may transfer or assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld). 

10.5 Privacy

  • You may not send us or our partners any personal information or data that can be used to identify or locate a natural person, or sensitive financial, medical or sexual data.
  • We may collect your personal information to provide the Services to you and for invoicing purposes. The collection, use or disclosure of any personal information provided to us by you in connection with your use of the Services is subject to the Privacy Policy.