These terms and conditions apply to all advertising provided to any person, or corporation (Customer) of Haze Media Pty Ltd ABN 29 109 140 089 (“HAZE”).
1.Publication of Advertising
1.1 Subject to these terms and conditions, HAZE will use reasonable endeavours to publish advertising submitted by Customers (Advertising) in the format submitted and in accordance with the placement instructions of the Customer, utilising HAZE’s website and such other mediums as Haze elects in its absolute discretion. Advertising includes, but is not limited to, images submitted for publication as well as text.
1.2 Customer grants HAZE a worldwide, royalty-free, non-exclusive, irrevocable licence to publish, and to sub-licence the publication of, the Advertising in any form and in any medium. HAZE may publish print Advertising online or vice versa. Customer warrants that it has the right and authority to grant HAZE the licence referred to in this clause 1.2
2. Formation of Advertising Contract
2.1 Neither these terms and conditions nor any written or verbal quotation by HAZE represent an offer to publish Advertising. A binding contract in relation to a request for Advertising will only be formed between HAZE and a Customer when HAZE accepts the Advertising in writing or generates a valid tax invoice for that Advertising.
2.2 Even if a contract has been formed in accordance with the above clause, HAZE reserves the right to refuse or withdraw from publication any Advertising at any time without giving reasons (even if the Advertising has previously been published by HAZE).
3. Right to Vary Format and Placement
3.1 HAZE reserves the right to:
(a) vary the placement of Advertising within a particular print title or internet site;
(b) change the format of print Advertising (including but not limited to changing a format from colour to black and white).
3.2 HAZE will endeavour to notify Customer of any such changes. However, except in accordance with clause 11, HAZE will not be liable for any costs, expenses, losses or damages of any kind whatsoever suffered or incurred by Customer arising from HAZE’s failure to publish Advertising in accordance with Customer’s request.
4. Submission of Advertising
4.1 Customer warrants to HAZE that the Advertising and the publication by HAZE of the Advertising does not breach or infringe:
(a) the Trade Practices Act (Cth), 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).
4.2 Customer warrants that in respect of Advertising 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 Customer has obtained the authority of that person to make use of his/her name or representation or the copy.
4.3 Customer must not submit Advertising for publication that contains contact details for the Customer unless those contact details include the full name and street address of the Customer. Post office box and email addresses alone are insufficient.
4.4 If a Customer submits Advertising that looks, in HAZE’s opinion, like editorial material, HAZE may publish the Advertising under the heading ‘Advertising’ and with a border distinguishing it from editorial.
4.5 HAZE will endeavour to take reasonable care of Advertising material in its custody and control, but will not be responsible for any loss or damage to Advertising material (even if caused by HAZE’s negligence).
4.6 If the Customer submits Advertising material electronically, the material must comply with HAZE’s specifications. HAZE may reject the Advertising material if it is not submitted in accordance with such specifications.
5. Online Advertising
5.1 For online banner and display Advertising, the Customer must:
(a) cancel online Advertising in writing at least 30 days before the publication date; and
(b) submit creative materials and a click-through URL to HAZE at least 3 working days (5 working days for non-gif material) before the scheduled publication date.
5.2 HAZE reserves the right to charge the Customer for online Advertising cancelled on less than 30 days notice or if creative materials are not submitted in accordance with clause 5.1(b).
5.3 All online Advertising must comply with HAZE’s advertising specifications, which are available on request.
5.4 HAZE will measure online display and banner Advertising (including impressions delivered and clicks achieved) through its own ad-serving systems. Results from Customer or third party ad-servers will not be accepted for the purposes of HAZE’s billing and assessment of Advertising.
5.5 Subject to clause 12, HAZE is not liable for any loss, damages, or liabilities arising from a failure of the internet or any telecommunications structure.
5.6 Customer acknowledges that HAZE may at its discretion include additional features or inclusions such as third party advertisements within HAZE’s websites.
6.1 The Customer must promptly:
(a) check proofs of Advertising, if these are provided to the Customer by HAZE; and
(b) notify HAZE of any errors in the proofs or any published Advertising.
6.2 If a Customer wishes to make a claim on HAZE for credit, re-publication or any other remedy in respect of Advertising, the Customer must send the claim in writing to HAZE no later than 14 days after the date of publication of the Advertising.
6.3 HAZE will only investigate complaints during normal office hours (9am to 5pm, Monday to Friday, excluding public holidays, EST).
7. Advertising Rates and GST
7.1 The Customer must pay for Advertising at the rates in HAZE’s Rate card, unless otherwise agreed, at the casual rate. Rate card rates may be varied at any time by HAZE without notice.
7.2 If the Rate card rates do not include GST, Customer must pay GST at the same time as it pays for the Advertising. HAZE will provide Customer with a tax invoice or adjustment note (as applicable) in a GST compliant form.
7.3 The Customer’s eligibility for discounts and rebates will be assessed by HAZE.
8.1 HAZE may grant, deny or withdraw credit to a Customer at any time in its discretion.
9.1 Customer must pay for Advertising:
(a) by pre-payment, if so required by HAZE;
(b) if Advertising on account, within 7 days after the date of the invoice; and
(c) within 30 days after the date of the invoice if a commercial account has been established with HAZE.
9.2 The Customer must pay:
(a) the full price for Advertising even if HAZE has exercised its right to vary the format or placement of the Advertising and even if there is an error or omission in the Advertising (unless the error or omission was the fault of HAZE).
(b) Any electronic transmission costs.
10. Failure to Pay and other Breach
10.1 If a Customer fails to pay for Advertising in accordance with clause 10 or if a Customer suffers an Insolvency Event (as defined in clause 11.2), HAZE may (in its discretion and without limitation):
(a) cancel any provision of credit to the Customer;
(b) require cash pre-payment for further Advertising;
(c) charge interest on all overdue amounts at the rate 2% above the Commonwealth Bank of Australia Bank Overdraft Base Rate;
(d) take proceedings against the Customer for any outstanding amounts;
(e) recover from the Customer all costs relating to any action taken by HAZE to recover amounts owing for Advertising, including without limitation any mercantile agency costs and legal costs on a full indemnity basis;
(f) cease publication of any further Advertising on behalf of the Customer and terminate any agreement in relation to Advertising not yet published; and
(g) exercise any other rights at law.
10.2 A Customer suffers an ‘Insolvency Event’ if:
(a) the Customer is a natural person and the Customer commits an act of bankruptcy;
(b) the Customer is a body corporate and the Customer:
(i) cannot pay its debts as and when they fall due;
(ii) enters an arrangement with creditors other than in the ordinary course of business;
(iii) passes a resolution for administration, wind up or liquidation (other than for the purposes of re-organisation or reconstruction);
(iv) has a receiver, manager, liquidator or administrator is appointed to any of its property or assets; or
(v) has had a petition presented for the winding up of the Customer.
10.3 HAZE reserves the right to withhold any discounts or rebates if the Customer fails to comply with its payment obligations.
10.4 A written statement of debt duly signed by an authorised employee of HAZE shall be prima facie evidence and proof of the amount owed by the Customer to HAZE.
11.1 The Customer acknowledges that it has not relied on any advice given or representation made by or on behalf of HAZE in connection with the Advertising.
11.2 HAZE excludes all implied conditions and warranties from these Terms, except any condition or warranty (such as conditions and warranties implied by the Trade Practices Act and equivalent State acts) which cannot by law be excluded (‘Non- excludable condition’).
11.3 HAZE limits its liability:
(a) for breach of any Non-Excludable Condition (to the extent that liability for such breach can by law be limited); and
(b) for any other error or omission in published Advertising caused by HAZE,
at HAZE’s option, to re-supply of the Advertising affected by the breach, or payment of the cost of re-supply.
11.4 Subject to clauses 11.2 and 11.3, HAZE excludes all other liability to the Customer for any costs, expenses, losses and damages suffered or incurred by the Customer in connection with these Terms and any Advertising published by HAZE, whether that liability arises in contract, tort (including by HAZE’s negligence) or under statute. Without limitation, HAZE will in no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
11.5 The Customer indemnifies HAZE and its officers, employees, contractors and agents (the ‘Indemnified’) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising from the Customer’s breach of these Terms and any negligent or unlawful act or omission of the Customer in connection with the Advertising.
12.1 HAZE collects a Customer’s personal information to provide the Advertising to the Customer and for invoicing purposes. HAZE may disclose this personal information to its related companies, to credit reporting agencies and other third parties as part of provision of the Advertising. Where a Customer has an overdue account, HAZE may disclose personal information to debt collection agencies to recover the amount due.
12.2 Customers may gain access to their personal information by writing to the HAZE Privacy Officer at email@example.com
13.1 These terms and conditions, together with any other written agreement between the Customer and HAZE relating to these terms and conditions, represent the agreement of the Customer and HAZE in relation to Advertising. They cannot be varied except in writing by an authorised officer of HAZE. No purchase order or other document issued by the Customer will vary these terms and conditions.
13.2 HAZE will not be liable for any delay or failure to publish Advertising caused by a factor outside HAZE’s reasonable control (including but not limited to any Act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).
13.3 HAZE may serve any notice on a Customer by sending it by pre-paid post or facsimile to the last known address of the Customer.
13.4 Each party submits to the non-exclusive jurisdiction of the courts of the relevant State.