This Document sets out the conditions upon which Publisher's Internationale (Pi) is placing content with the Publisher. Once the Insertion Order (IO) is accepted by the Publisher or its authorized representative, these are the terms between Pi and the Publisher for the placement. No terms in any Publisher document, however expressed, will have any application to this contract and they are hereby expressly excluded to the extent inconsistent with this document. Except as expressly stated in this document, 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 IO and would qualify, add to or amend it, are hereby excluded and negated.
1. These terms & Conditions will be deemed to be accepted on acceptance of IO.
2. Pi may in its absolute discretion cancel any advertisement by: (a) giving not less than seven days’ notice in writing to the Publisher without giving any reason; or (b) within Publisher’s deadlines; or (c) as otherwise agreed. In case of cancellation, no charge to the Publisher shall be paid for that part of the campaign which was not executed.
3. Pi may in its absolute discretion vary the agreed terms of the campaign including but not limited to pausing the campaign and re-running the same at a later date, reviewing the slot bookings or altering the media selection, by giving seven days’ notice of the change to the Publisher without giving any reason. In such cases, the Publisher shall be paid for the work completed until the date of such notice and thereafter only for the performance of the work as modified.
4. In order to enable the Publisher to perform its obligations under the IO, Pi will provide the advertising material to the Publisher in the manner and format required by the Publisher, no less than seven business days prior to the start date as specified in the IO or in accordance with any other timetable agreed by the parties. The Publisher must not demand any additional documents or information from Pi, in relation to the advertisement, unless such documents or information are missing from the IO and are required by the Publisher in order to perform its part of services or if such documents or information must be obtained by the Publisher by any statutory authority.
5. Payment Terms:
a. Pi will pay the Publisher’s properly rendered tax invoice with respect to the work done under the IO within 45 days of the end of the month of the invoice.
b. In order to properly rendered, the Publisher’s invoice must: (a) comply with the provisions of the IO regarding GST; (b) must state the IO to which the invoice relates; and (c) must relate to a single and separate IO.
c. All invoices rendered by Pi to the Publisher must be paid within 45 days from the end of the month of invoice.
d. In case of any delay in receipt of payment from the Publisher in respect of any invoice issued by Pi beyond the time as stipulated above, Pi may invoice the Publisher for, and the Publisher will pay, interest on the overdue amount at the rate of 15% per annum will be charged.
a. Unless otherwise expressly agreed, all amounts payable, or to be offset, with respect to any taxable supply under the IO are exclusive of GST. If under the GST Law, GST is payable in respect of the taxable supply by the supplier or by the representative member of a GST group of which supplier is a member, an additional amount, (the GST amount) equal to the GST payable in respect of that taxable supply will be payable;
b. The supplier will provide the recipient with a tax invoice or the adjustment note as the case may be, in accordance with the GST law;
c. Any reference in the calculation of the amount payable, including GST payable, under the IO, to a cost, expense or other liability incurred by a party, shall exclude the amount of any input tax credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full input tax credit unless it demonstrates otherwise prior to the date on which the amount payable must be provided
For purpose of this clause, “GST”, “tax invoice”, “input tax credit”, “GST group” and “adjustment note” have the meanings given by the GST law. “GST law” means the A New Tax System (Goods and Services Tax) Act 1999 (“GST Act”) and guidelines issued thereunder. “Taxable supply” has the meaning given by the GST law, excluding the reference to Section 84 5 of the GST Act. Any input tax credit to which a party is entitled includes an acquisition made by that party but to which another member of the same GST group is entitled under the GST Act.
7. Pi may demand the delivery to it of any or all the advertising material shared with the Publisher, by giving not less than 7 days’ notice in writing to that effect and the Publisher will comply with that notice provided however that, in the case of any such material stored on equipment of the Publisher, the Publisher may instead irrecoverably erase such material and certify such erasure in writing to Pi within such time, if the same had been agreed beforehand.
8. In case of termination of IO for any reason whatsoever, or completion of execution of IO, or otherwise on any written demand made by Pi to this effect, the Publisher will deliver to Pi and certify the erasure (if agreed so) on the Publisher’s systems of all the login ids and passwords, licenses, codes or any other data, the access to which was provided to the Publisher pursuant to the execution of the IO, within 24 hours of the termination, complete execution of relevant IO or on demand being made by Pi to this effect.
9. Neither the Publisher nor any of its representatives may use the advertisement material including but not limited to Logos, signages, ad Boards, case studies, etc. for promoting its own business, either during or after the completion of a campaign, except with the prior written consent of Pi.
10. Any information pertaining to Pi or to the advertiser disclosed to or acquired by the Publisher in the course of or incidental to performance of the IO (including but not limited to the timing and content of any advertising, which is designated as confidential by Pi or ought reasonably be regarded as confidential (“Confidential Information”) will be deemed to be confidential to Pi and the Publisher must maintain, and ensure that its officers, employees, contractors and consultants maintain, strict confidentiality in respect of such information. The Confidential Information may not be disclosed to any third party and must not be used by the Publisher except for the purpose of performing its obligations under the IO. 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 the Publisher prior to its being disclosed to or otherwise obtained by it. 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 Publisher, if being required to make such a disclosure must inform Pi and take into account any comments it has regarding the required disclosure.
11. Pi will not be liable to the Publisher for any loss suffered by the Publisher as a consequence of any delay or interruption in the production or approval of any advertisement or other content beyond the reasonable control of Pi, including without limitation the advertiser’s delay in approving any material, for any missed deadlines, missed closing dates or missed insertions, or for any delay in or omission of publication or transmission or any error in any advertisement, or any other consequences.
Pi excludes to the fullest extent permitted by law all warranties, representations, conditions and guarantees whether implied by law, trade, custom or otherwise.
Where Pi is liable to the Publisher for any reason including without limitation, for tort (including negligence), or a breach of an express or implied warranty or condition that may not be excluded, Pi’s liability will, to the extent permitted by law, be limited to, the supplying of the services again or the payment of the cost of doing so.
Except for liability that cannot be excluded by law, and to the extent permitted by law, in no circumstances will Pi (its related companies and their respective employees, officers or agents) be liable, whether in contract, tort or otherwise, for any indirect loss or consequential loss suffered by the Customer, or any other person, being losses of the nature of loss of profit, loss of or damage to goodwill, loss of expected savings or expected revenues, or any other form of expected benefit of any kind whatsoever, even if such damages are foreseeable and whether or not Pi had been advised of the possibility thereof.
The Publisher indemnifies and will keep Pi indemnified against any loss resulting from the Publisher’s failure to perform any of its obligations under the IO.
12. Pi reserves the right to refuse to provide any information or commit or omit any act or pursue any course of conduct, or continue to do so, which in its reasonable opinion may be misleading, indecent, dishonest, untruthful, false, corrupt, deceptive, defamatory, libellous, unlawful, or otherwise prejudicial to its interests or the interests of any other entity.
13. Pi reserves the right to approve, after obtaining consent of the advertiser, any last-minute changes in the mode of campaign viz. refusal, replacement or use of any alternate mode, in case the mode nominated in the IO becomes unavailable.
14. Should the Publisher effect any such removal, replacement or relocation without the prior consent of Pi, the Publisher indemnify and save harmless Pi from and against any liability arising from and any costs in connection with the refusal, removal, relocation of any campaign.
15. The Publisher cannot, without prior written consent of Pi, assign its rights or obligations under the IO.
16. The IO is governed by the laws of New South Wales and the Publisher submits to the non-exclusive jurisdiction of the courts there unless otherwise agreed to in writing.