Terms of Service – For Advertisers
Terms of Service – For Publishers
Publisher’s international Pty Limited ACN 003 667 954 (Pi) Terms of Supply of Services
These are the terms upon which Pi will perform the services requested by the Customer which are stated in any Insertion Order and/or any attached Schedule as well as any other services requested by the Customer and agreed to be provided by Pi (“Services”). No terms in any Customer document, whether styles a purchase order or otherwise, supplied by Customer before or after this Order, will have any application and are hereby expressly excluded to the extent inconsistent with these Terms. Except as provided below all other representations and terms, express or implied, written or otherwise, and whether given by a Pi representative or otherwise, that would bear upon the subject matter of the Order and would qualify, add to or amend these Terms, are hereby excluded and negated.
1. Authority: Where the Customer is not the person or company on whose behalf advertising material has been produced in relation to its products and/or services where such advertising material is the subject of the Services provided pursuant to this Agreement (“Advertiser”), the Customer warrants to Pi:
2. Relationship: The relationship between Pi and the Customer is that of agent and principal. Pi is expressly authorised to act on the Customer’s behalf as agent for the Customer in connection with Pi’s obligations under this agreement.
3. Legal compliance: The Customer warrants that advertising material submitted by it:
4. Customer’s obligations: In order to enable Pi to perform the Services, the Customer must:
Where the advertising material is damaged or destroyed for any reason whatsoever, Pi will repair or replace the material (as the case may be) at its discretion and at the cost of the Customer, unless Pi has agreed in writing to cover the cost.
The Customer is responsible for the accuracy, completeness, rights to use, propriety and truth of all materials and information furnished to Pi in connection with Pi’s provision of the Services under this agreement.
The Customer must promptly comply with any request by Pi for such materials and information required to provide the Services.
The Customer must ensure that creative, advertising and any other agencies and entities appointed or retained by the Customer comply promptly and fully with all requests for information and/or assistance made by Pi in order to enable Pi to comply with its obligations set out in this agreement.
5. Remuneration: In consideration of the agreement by Pi to perform the Services, the Customer must pay Pi its fees as specified in the Order, as well as expenses payable under this agreement, plus any GST or other tax that must be collected by Pi under law, within 30 days from date of invoice, or if the Customer is an advertising agency, within 45 days from the end of the month of invoice. If the Customer is a representative of the Advertiser, such as an advertising agency, the Customer acknowledges that it will be solely liable to Pi for payment of all monies, costs and expenses, howsoever payable in respect of the Services, notwithstanding that it may not have received payment from the Advertiser. In case of any delay in receipt of payment beyond the due date:
6. Expenses and disbursements: Media charges will be invoiced either on insertion date or end of campaign. However, if the campaign period is spread over more than a month, then Pi may invoice, and the Customer will pay accordingly, on a pro rata basis. Installation, production, monitoring, materials or any other costs and expenses will be invoiced by Pi and paid by the Customer monthly or, at Pi’s discretion, as and when such costs and expenses are incurred. Pi must use it’s best endeavours to obtain invoices on a timely basis for work performed on behalf of the Customer. However, the Customer is responsible for reimbursement to Pi for work performed regardless of the date of any third-party invoices and of any Invoices rendered by Pi. Without limitation, Pi reserves the right to require advance payment from the Customer in the event of any substantial commitments to be made by Pi on the Customer’s behalf. In such circumstances, Pi is not required to supply any Services unless and until the Customer makes the advance payment to Pi.
7. Changes and cancellations: Unless specified in the Order or otherwise agreed by Pi in writing, the Customer may not cancel, replace or modify a campaign after cancelation deadline. Any cancellation of an Insertion Order, or any part thereof, after cancellation deadline will incur a minimum charge of 50% of the media cost.
Failure to provide advertising material prior to the production deadline will incur a charge of 100% of the media cost.
8. Discounts and Rebates: Pi must pass on to the Customer the benefit of all credits, discounts and rebates allowed to Pi for expenditure incurred on behalf of the Customer in providing the Services.
9. Confidentiality: Each party will use or disclose to any third party any information obtained from the other party or relating to the other party that is obtained in the course of performance of this agreement, that is marked as confidential or is by its nature not generally known (“Confidential Information”) only for the purpose of performing its obligations under this agreement. The expression “Confidential Information” does not extend to information that is in the public domain otherwise than through a breach of this clause or was known to that party obtaining it prior to its doing so. Nothing in this clause restricts any such disclosure that is required by law or the rules of any applicable stock exchange to the extent only that such disclosure is so mandated. However, the party required to make the disclosure must inform the other party of the requirement and take into account any comments it has regarding the required disclosure.
10. Advertising materials: Property in advertising material supplied by or for the Customer (but not the copyright content thereof) for executing the campaign, will pass on to Pi upon the campaign being initiated. Pi will retain such advertising material for a period of three months from the date of end of the campaign. Pi may thereafter destroy the material unless, prior to the end of three month’s period, the Customer at its own cost collects the material from Pi.
11. Termination: The Customer may not cancel the agreement formed by the Order and these Terms prior to the completion of the Services to be provided by Pi, without the written consent of Pi, which may be granted or withheld by Pi in its absolute discretion.
Pi may terminate this agreement and stop the provision of the Services by serving a written notice to that effect on the Customer, if:
12. Consequences of termination. In the event of termination of this agreement for any reason:
13. Records: Pi must keep adequate records in sufficient detail regarding the performance of the Services by Pi and will provide copies of such records as may reasonably be requested by the Customer upon request in writing to do so.
14. Legal Liability: Pi is not liable or responsible for any loss suffered by the Customer as a consequence of:
15. Third Party agreements: The parties acknowledge and agree that Pi will, in the course of performing the Services, be entering into arrangements with third parties (such as media proprietors) as agent for, and for and on behalf of, the Customer (“Third Party Agreements”). Without limitation, the Customer agrees to indemnify Pi against all Claims which arise in connection with any Third-Party Agreement unless such claim arises from Pi’s breach of this agreement, fraud, negligence or misleading conduct.
Pi must use all reasonable efforts to procure that the relevant third parties (such as the media proprietors) perform their obligations under the Third Party Agreements. The Customer agrees that Pi will not be liable to the Customer for any failure by Pi to perform the Services to the extent that it results from a breach by a third party of a Third Party Agreement.
16. Entire agreement: This agreement contains the entire agreement of the parties with respect to its subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct by the parties with respect to its subject matter.
17. Governing law: This agreement is governed by the laws of the State of New South Wales and the parties submit to the non-exclusive jurisdiction of courts of that State.
18. No waiver: No failure to exercise and no delay in exercising any right, power or remedy under this agreement will operate as a waiver. Nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
19. Severance: Any provision of this agreement which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
Assignment: The Customer cannot without prior written consent of PI, assign its rights or obligations under this agreement. Pi may assign its rights or obligations under this agreement by giving written notice to the Customer.