CARBINE MEDIA TERMS AND CONDITIONS
1.1. The following definitions apply unless the contrary meaning appears:
a. Advertising Materials means any logos, names, trademarks, Inserts, content, materials and other written and visual matter provided by you, or on your behalf, to us, in any form, and includes any intellectual property rights (whether registered or not, or capable of registration).
b. Agreement means the Booking Form and these Terms and Conditions.
c. Artwork Deadline means the artwork deadline specified on the Booking Form.
d. Artwork Specifications mean the artwork specifications for the Advertising Materials provided to you by Carbine Media.
e. Booking Form means the booking form attached to these Terms and Conditions.
f. Carbine Media, us or we means Carbine Media Pty Ltd (ABN 64 168 380 498).
g. CCA means Competition and Consumer Act 2010 (Cth).
h. Fees means the total fees specified on the Booking Form as payable by you.
i. GST means a goods and services tax, or a similar value added tax, levied or imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
j. Inserts mean any printed inserts you provide to us for distribution with a Publication.
k. Order means an order for Services placed by you by completing a Booking Form.
l. Organisation, you or your means the Organisation named on the Booking Form.
m. Publication means any publication or other visual media produced by or on behalf of Carbine Media, including the Carbine Media year planners.
n. Publication Date means the publication date stated on the Booking Form.
o. Services means the publishing of Advertising Material in a Publication by Carbine Media or its related bodies corporate.
1.2. The meaning of general words is not limited by specific examples introduced by including, for example or similar expressions.
1.3. No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions and you do not have any authority of any kind to bind us in any way.
- SERVICES AND PAYMENT
2.1. By signing the Booking Form, you are representing and warranting that you have the authority to bind the Organisation.
2.2. You must pay Carbine Media the Fees for the Services within 30 days of the date specified on the tax invoice. The Fees are exclusive of GST.
2.3. Without limiting any other rights or remedies available to Carbine Media in the event that you fail to comply with clause 2.2, Carbine Media may, in its absolute discretion:
a) terminate this Agreement;
b) recover from you any Fees not yet paid by you at the date of termination;
c) recover from you reasonable costs relating to any action taken under clause 2.3(b), including relating to debt collection services and legal costs and disbursements; and
d) charge you interest on any outstanding amount at the rate specified from time to time by sections 100 (1) and (2) of the Civil Procedure Act 2005 (NSW) with interest accruing from the date of the invoice until the date of payment.
2.4. Any failure or delay by Carbine Media in recovering any of the charges set out in clause 2.2 does not constitute waiver of its right.
- ADVERTISING MATERIALS
3.1. You must ensure the Advertising Materials you submit to us comply with the Artwork Specifications.
3.2. On submitting Advertising Materials to us, you approve the publication of those Advertising Materials in a Publication. Carbine Media will not be responsible for any mistake, error or omission arising from the Advertising Materials having been published in the Publication in the form submitted to us.
3.3. You must submit the Advertising Materials to Carbine Media on or prior to the Artwork Deadline. You acknowledge that delivery by the Artwork Deadline is a material term of this Agreement. Failure to comply with this term may result in Carbine Media cancelling your Order.
3.4. Where your Order is cancelled under clause 3.3, you must pay the Fees in full to Carbine Media in accordance with clause 2.
3.5. You are responsible for all of the Advertising Materials. You warrant and will ensure that the Advertising Materials: (i) will not infringe the rights of any third party, and the publication by us (or our related bodies corporate) of the Advertising Materials will not infringe the rights of any third party (ii) will be up-to-date, true, correct and accurate; (iii) will not be misleading, deceptive, involve any misrepresentation, or imply or represent that any party has approval or sponsorship of another party that it does not have; (iv) will not be defamatory; (v) will not contain any information or content that is illegal, contrary to any industry code, indecent, obscene, threatening, harassing, discriminatory, in breach of confidentiality, or otherwise objectionable; and (vi) will not breach any laws, regulations, standards or codes and the publication of the Advertising Materials by us (or our related bodies corporate) will not breach any laws, regulations, standards or codes.
3.6. Carbine Media may, acting reasonably, require you to make changes to the Advertising Materials prior to publication where we deem appropriate for any reason. If you do not agree to make these changes, we may reject or refuse to publish such Advertising Materials and any Fees will immediately become payable.
- INTELLECTUAL PROPERTY
4.1. Except as otherwise provided in this Agreement, as between Carbine Media and you: (i) Carbine Media retains all right, title and interest in and to all intellectual property rights embodied in or associated with the Services, other than the Advertising Materials, and Carbine Media logos, name and trade marks; and (ii) Advertiser retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Advertising Materials.
4.2. You grant Carbine Media (and its related bodies corporate and contractors) a non-exclusive, royalty-free, world-wide licence to use, reproduce and display the Advertising Materials in connection with the Services.
4.3. You must obtain all third party authorisations, consents, approvals or permissions necessary or desirable for the publication by Carbine Media of any Advertising Material.
You indemnify Carbine Media and each of its directors, officers, employees, related bodies corporate, agents and contractors (“those indemnified”) from any claim, action, loss, damage, order, expense or proceedings brought against those indemnified (on a full indemnity basis) in connection with (i) the Advertising Materials; (ii) any content, claim or promise made in the Advertising Materials; and (iii) any breach of this Agreement.
- LIMITATION OF LIABILITY
6.1. Nothing in this document purports to limit or exclude your rights under the CCA (Statutory Guarantees).
6.2. Except in connection with the Statutory Guarantees, Carbine Media (including its respective directors, officers, employees and agents) is not liable to you for any loss, damage, cost or expense suffered or incurred by you (however arising whether for negligence, breach of contract, breach of statutory duty or otherwise) in connection with the Services.
6.3. Subject to clause 6.4, our total liability under this Agreement is limited to the Fees paid by you.
6.4. Where you have the benefit of Statutory Guarantees, we limit our liability to:
a) the supplying of the services again; or
b) the payment of the cost of having the services supplied again.
Except for the Statutory Guarantees, Carbine Media disclaims and excludes all warranties, representations and claims in relation to the potential benefits of the Services provided to you under this Agreement and you acknowledge that you have not relied on any such representations.
- CHANGE TO ADVERTISING POSITION
No specific position for an Advertisement is guaranteed. Carbine Media will use reasonable commercial endeavours to provide you with your requested position and reserves the right to change this position where we deem necessary.
- CANCELLATION OF ADVERTISEMENT
9.1. Carbine Media may, at its sole discretion, cancel any Publication. Where Carbine Media exercises its rights under this clause 9, Carbine Media will refund any Fees paid by you in connection with an Advertisement in such Publication.
9.2. You may cancel an Order on at least 30 days’ prior written notice (including by email) to us from the Artwork Deadline. If less than 30 days’ prior written notice from the Artwork Deadline is provided, you must pay the Fees in full for such Order.
- PUBLICATION DATE
The Publication Date is subject to change from time to time, and is not guaranteed. We will notify you of any changes to the Publication Date.
This Agreement may only be varied by mutual written agreement.
- FORCE MAJEURE
A failure by Carbine Media to discharge its obligations under this document because of reasons beyond its reasonable control will not constitute a breach of this document.
- GOVERNING LAW
The parties acknowledge and agree that this document is governed by and subject to the laws of the State of New South Wales.
- ENTIRE AGREEMENT
This document constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior understandings, arrangements and agreements between the parties.
Carbine Media acknowledges the Australian Aboriginal and Torres Strait Islander peoples as the first inhabitants of the nation and the traditional custodians of the lands where we live, learn and work.