These terms (together with the applicable Cancellation Date and Advertising Material Lodgment Requirements) govern each supply of Services and, except as modified in accordance with clause 1.2, constitute the entire agreement in connection with each supply of Services. All other express or implied terms and conditions, including the terms and conditions of Client, are excluded to the extent permitted by law.
No variation to these terms, whether in a Booking or otherwise, binds CITYLIFE CAIRNS unless expressly and specifically agreed in writing by CITYLIFE CAIRNS and Client.
These terms supersede any terms and conditions that have previously governed any supply of Services to Client and prevail to the extent of any inconsistency between a written or verbal quotation or Booking and these terms.
Any written or verbal quotation provided by CITYLIFE CAIRNS to Client, whether in the form of a media kit or otherwise, is a mere invitation to treat and does not constitute a contractual offer. All such quotations lapse 30 days after issue, but CITYLIFE CAIRNS may vary or withdraw any such quotation at any time.
3. Booking Process
Client may, at any time, make a Booking. A Confirmation Advice may be issued with respect to the Booking.
Client may cancel all or part of a Booking without penalty if written notice is given to CITYLIFE CAIRNS advertising sales manager before the Cancellation Date (refer to 2017 cancellation dates below). Bookings accepted by CITYLIFE CAIRNS after the Cancellation Date may not be cancelled by Client without payment for the Booking in full.
If Client cancels all or part of a Booking after the Cancellation Date, CITYLIFE CAIRNS is entitled to payment in full for the Booking.
If CITYLIFE CAIRNS fails to issue a Confirmation Advice relating to a Booking but provides the Services requested in that Booking, these terms bind the Client as if a Confirmation Advice had been issued.
4. Creative Services
Where, in connection with the provision of Services, CITYLIFE CAIRNS provides creative services to Client, Client acknowledges that:
CITYLIFE CAIRNS does so as agent for Client and that Client is solely responsible for the Advertising Material which is the subject or product of such creative services, including their compliance with applicable laws, regulations and codes of conduct; and
the Client provides the warranties in clause 8.1 notwithstanding any services provided by CITYLIFE CAIRNS in relation to any advertisement in which Advertising Material is contained.
Any text, images and logos that Client wants to include in an advertisement being created by CITYLIFE CAIRNS must be provided to CITYLIFE CAIRNS at Client’s cost within the timeframes notified by CITYLIFE CAIRNS to Client.
5. Rates and Payment
The applicable rate for any Booking is the rate specified in the Confirmation Advice (or, in the absence of a Confirmation Advice, in the rate card for the applicable Publication as of the date of the Booking). Client must pay the applicable rate for a Booking to CITYLIFE CAIRNS at the time of presentation of CITYLIFE CAIRNS invoice for that Booking or provide credit card details as authority for payment as may be specified by CITYLIFE CAIRNS.
All CITYLIFE CAIRNS rates are inclusive of any applicable GST. CITYLIFE CAIRNS will issue a tax invoice to Client in relation to any supply that is subject to GST. The amount of GST payable by Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms “GST”, “supply” and “tax invoice” used in this clause shall have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Time of payment of invoices by Client is of the essence. Without prejudice to any other remedy, CITYLIFE CAIRNS may charge interest on any overdue payments at an annual rate equal to 2% per annum above the National Australia Bank Limited reference rate applicable to business loans under $100,000 as published from time to time (to accrue from day to day).
6. Conditions relating to Services
CITYLIFE CAIRNS may, in its absolute discretion, refuse to accept any Advertising Material or cancel or reschedule any Booking or refuse to provide any Services.
A Booking must not be resold or sub-licensed by Client or used other than for Advertising Material referred to in the applicable Confirmation Advice.
CITYLIFE CAIRNS makes no warranties in relation to proximity of Advertising Material in a Publication relative to Advertising Material relating to competing products or services.
Client consents to CITYLIFE CAIRNS reformatting any Advertising Material for inclusion in a digital or other derivative version of a Publication and warrants that doing so will not infringe any person’s rights.
7. Advertising Material Lodgement
Client must lodge Advertising Material that complies with the Advertising Material Lodgement Requirements.
If Advertising Material is not lodged as required by CITYLIFE CAIRNS, CITYLIFE CAIRNS may, at its election, use Advertising Material previously provided by Client or cancel the Booking, and in either case, CITYLIFE CAIRNS remains entitled to the full payment for the Booking.
CITYLIFE CAIRNS reserves the right to place the word “advertisement”, “promotion” or similar wording within or adjacent to any Advertising Material which, in CITYLIFE CAIRNS opinion, resembles editorial material.
No responsibility is taken by CITYLIFE CAIRNS for any Advertising Material or associated materials left uncollected after 3 months from the date of publication of the Advertising Material.
Client warrants to CITYLIFE CAIRNS that Advertising Material lodged with CITYLIFE CAIRNS (whether or not CITYLIFE CAIRNS provided creative services in relation to that Advertising Material):
complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;
complies with any standard, guideline or requirement specified by CITYLIFE CAIRNS and notified to Client from time to time;
does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;
is not false or misleading and is true in substance and in fact;
without limiting the above, does not infringe the Competition and Consumer Act 2010 (Cth) or the Fair Trading Act 1986 (NZ) or the Therapeutic Goods ACT 1989 (Cth), the Therapeutic Goods Regulations, the Therapeutic Goods Advertising Code operating in Australia or similar laws, regulations and codes operating in New Zealand; and
does not contain anything which may give rise to any cause of action by a third party against CITYLIFE CAIRNS, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person.
Client warrants to CITYLIFE CAIRNS that Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to Client’s dealings with CITYLIFE CAIRNS.
Client indemnifies CITYLIFE CAIRNS, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense or cost, suffered or incurred, whether directly or indirectly, by CITYLIFE CAIRNS, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by Client of these terms (including the warranties in clause 8) or otherwise (including in connection with recovering any amounts owed to CITYLIFE CAIRNS by Client) arising from publication of Advertising Material or cancellation of or failure to publish any Advertising Material or otherwise in connection with such advertising.
CITYLIFE CAIRNS (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving whether caused by negligence or otherwise and whether or not CITYLIFE CAIRNS was aware or should have been aware of the possibility of such damage.
To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. Liability of CITYLIFE CAIRNS for any breach of a term or condition whether implied by law or otherwise is limited, at CITYLIFE CAIRNS option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Service (or part thereof) supplied again.
CITYLIFE CAIRNS is not liable for any delay or failure to perform the Services which is due to any act of God, revolution, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any event not within the reasonable control of CITYLIFE CAIRNS.
CITYLIFE CAIRNS may, at any time and in its absolute discretion, cancel, alter or suspend any credit terms (if applicable) when, in CITYLIFE CAIRNS opinion, the financial condition of Client or the status of Client’s account requires it and Client agrees to pay on demand all sums owing in connection with any credit facility in the event the credit facility is suspended or cancelled.
If CITYLIFE CAIRNS grants any credit facility to Client, Client agrees that a demand purporting to be signed on behalf of CITYLIFE CAIRNS identifying unpaid amounts is conclusive evidence that such amounts are payable and unpaid.
Client agrees that:
each Booking it makes shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and
when any Booking is made, Client shall inform CITYLIFE CAIRNS of any facts which might reasonably affect any decision to accept the Booking and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of CITYLIFE CAIRNS and to be unconscionable, misleading and deceptive.