Our Terms & Conditions
The following terms and conditions apply to all advertising services provided by Go Media and form part of this Contract unless otherwise expressly agreed in writing by Go Media. This Contract shall not bind Go Media until execution by an authorised representative of Go Media.
Capitalised terms and conditions are defined at the end of these Terms and Conditions.
These Terms apply to all agreements entered into between the Go Media and the Client for the supply of Goods and/or Services.
By submitting the Trade Account Application or placing an order for Goods and/or Services, the Client shall be deemed to accept these Terms.
To the extent the Consumer Guarantees Act applies, nothing in these Terms limits the Clients rights under the Consumer Guarantees Act unless it would be fair and reasonable to do so.
Reference to any legislation includes its successor or amendment legislation; and the singular includes the plural and vices versa.
The Client represents and warrants that all information provided in the Trade Account Application is true, correct and complete.
- AD MATERIAL AND PRINTING
1.1. The Client must provide Ad Material for Classic Billboard, Bus and Train to Go Media for approval no later than 10 days prior to the commencement of the Campaign. Standard Digital Screen Ad Material is required no later than 3 days prior the commencement of the Campaign. Dynamic Digital Screen Ad Material is required no later than 7 days prior to the commencement of the Campaign start date to ensure adequate testing time.
1.2. Go Media shall not be liable for failure to comply with the Campaign start date if Ad Material is not received by the specified date or as otherwise agreed. Any Campaigns that start late due to the late receipt of Ad Material will be billed in full, from the Campaign start date.
1.3. Where the Client uses Programmatic Ad Platforms, Go Media shall not be liable for failure to comply with the requirements of uploading Ad Material.
1.4. In no circumstance shall Go Media be liable for any error in Dynamic Ad Material whether through its own act or omission (whether negligent or otherwise) or through the incorrect presentation or coding for the Ad Material or otherwise and the Client hereby indemnifies Go Media in respect of any claim, loss, damage or otherwise arising out of any error or omission in the Ad Material.
1.5. Unless otherwise arranged Go Media will print Ad Material for Classic Billboards, Bus and Train
1.5.1. The Client must, at least 10 days before the commencement of the display period, provide Go Media with a copy of the artwork for the Ad Material at such address as Go Media may direct, which is to scale and supplied as finished reflection or electronic art and which is, in Go Media’s opinion, in compliance with this Contract, suitable for display and of a nature which will be approved by any Authority whose approval is required.
1.5.2. Go Media will produce and print the Ad Material from the artwork at reasonable commercial rates. Such rates will be advised to the Client when ascertained. Go Media may sub-contract such production and printing. Where production is for Bus Ad Material, the quantity to be produced will be the number to be displayed plus an additional quantity of spares being 10% for display periods not exceeding 12 weeks and 20% for display periods exceeding 12 weeks.
1.6. The Client is required to physically proof their own artwork before submission to Go Media. Go Media accepts no responsibility for any errors in print or image quality resulting from poor photography or artwork. If physical proofs are required, an additional charge will apply. All graphics will be printed as per the format provided.
1.7. If it is specified in a Classic Billboard Contract that the Client will carry out its own printing, the Client must provide Go Media with the Ad Material received ready to install no later than seven days prior to the commencement of the display period.
1.8. A Client may not provide their own Bus or Train print.
- INSTALLATION, REMOVAL AND DISPOSAL
2.1. Go Media will arrange the installation of Ad Material on Classic Billboard, Bus and Trains and will retain the right to use its own contractors for any such installation.
2.2. Go Media shall make every reasonable effort to have the Ad Material installed at the Media Assets within five (5) working days of the Campaign start date or copy change date. Go Media shall not be responsible for any installation delay caused by any act or thing beyond its reasonable control, including when bad weather renders installation unsafe or impracticable. Where an installation delay is caused solely by Go Media, the Client will be allocated either a pro rata abatement of the charges or to a pro rata extension to the display of the Ad Material on that Media Asset, or a combination of both subject to Go Media discretion.
2.3. At the termination of a Classic Billboard Campaign, Go Media will dispose of the Ad Material unless the Client has notified Go Media that it requires the Ad Material to be retained and either forwarded to a specified address or collected by the Client within one month of the termination of the Campaign. If the Ad Material has not been used for six months or more, Go Media has the right to dispose of the Ad Material unless otherwise specified by the Client. Go Media is under no obligation to immediately remove the Ad Material. As per 6.3.3. any forwarding of creative is charged freight in addition to the Contracted amount.
2.4. Go Media will not be responsible for any interruption to the electrical power supply to any Billboard and the Client will not be entitled to any rate abatement during the period of such interruption.
- ADVERTISING STANDARDS
3.1. If Go Media considers Ad Material to be illegal or in breach of the Advertising Codes as issued by the Advertising Standards Authority (“ASA”), Go Media may elect not to display the Ad Material, in which case the following will apply:
3.1.1. Go Media may refer the matter to the ASA for decision. If the ASA determines that the advertising is illegal or in breach of the Advertising Codes, the client will be liable to Go Media for:
- The full amount of the charges under this Contract, even if the Ad Material has not been displayed.
- All costs of removing the Ad Material that has been posted
- All costs incurred by Go Media in referring the matter to the ASA.
3.1.2. If Go Media elects not to refer the matter to the ASA, no charges will be payable by the Client, but neither will Go Media be liable to the Client for any reason whatsoever.
3.2. If Go Media has carried out the print and installation of Ad Material and Go Media has been instructed to remove the Ad Material by an Authority other than the ASA, the Client shall be liable for:
- The full amount of the charges under this Contract; and
- All costs of removing any advertising that has been posted.
3.3. Go Media accepts no responsibility for the Ad Material prepared by or at the request of the Client.
- ACCEPTANCE OF ADVERTISEMENTS
4.1. Go Media reserves the right, without incurring any liability, to refuse to display Ad Material on a specific Media Asset or refuse to display Ad Material from a particular Client, for any reason whatsoever.
4.2. In the instance the Client has paid in advance of supplying the Ad Material, and on review of the Ad Material Go Media refuses to display it, Go Media will provide the Client a refund and upon the refund being paid to the Client this agreement shall be at an end.
4.3 Go Media’s display of any Ad Material for any period is without prejudice to its rights to conduct further reviews on the content of the Ad Material at any time of their choosing. If upon conducting such a review, Go Media in its sole discretion decides they wish to cease displaying the Ad Material, they may do so provided they provide a refund proportionate to the reduction of the Ad Material displayed on the relevant Media Asset(s). Upon Go Media paying the refund under this clause to the Client this agreement shall be at an end.
- DIGITAL MEDIA ASSETS
5.1. Competitor Advertisement Placement: Go Media will use reasonable endeavours and technology to avoid back-to-back appearance of Ad Material featuring competitive Advertisers; however is under no obligation to do so.
5.2. Screen Downtime: Go Media will have no liability for any failure or delay in performing any Digital Billboard delivery obligation resulting from any condition beyond the control of Go Media. For the avoidance of doubt, any downtime of a Digital Screen for regular maintenance, upgrade or otherwise shall not constitute a breach of any obligation.
5.3. Makegoods: Go Media will provide makegoods on Campaigns that deliver less than 95% of Contracted plays, as verified by independent auditor Seedooh. Go Media’s liability will be limited to playing the Ad Material as soon as is practicable following the last day of the Campaign, for such time as is necessary to deliver plays that makegood the shortfall.
5.4. Special Events: At Go Media’s discretion, some Digital Screens for some days of the year may be designated as a Special Event. For example the All Blacks schedule an international match at Eden Park. Rate protection of existing bookings do not apply to Special Events. For existing bookings impacted by the designation of a Special Event, the advertiser has 48 hours after notification to confirm whether to:
- Retain their booking, by paying the difference of the Special Event rate, or
- Move to another Digital Screen not impacted by the Special Event, or
- Cancel their booking on the affected Special Event dates, without penalty.
- CHARGES, COSTS AND PAYMENT
6.1. Unless otherwise agreed in writing, charges for media costs and production costs shall be invoiced monthly
for accounts and immediately for cash accounts.
6.2. Where the GST rate changes, the amount of GST payable by the Client to Go Media may vary from that stated in this Contract and will be determined by the provisions of the Goods and Services Tax Act 1985.
6.3. In addition, the Client will pay all costs relating to:
6.3.1. Installation, production and uploading of Ad Material.
6.3.2. Importing of printed Ad Material, including GST, freight and customs clearance, and delivery to then specific Go Media installers responsible for the Media Asset.
6.3.3. Removal of printed Ad Material in circumstances where the Client requires Ad Material to be removed at a specific time other than when a new campaign starts in accordance with Clause 2.3, otherwise removal will be at no cost and will be removed as Media Assets are used by another advertiser.
6.3.4. Any costs incurred by Go Media in receiving or forwarding printed Ad Material.
6.3.5. All costs incurred by Go Media in recovering payment from the Client including (without limitation) all debt collector’s fees or commissions, solicitors’ fees and disbursements and company clerical costs.
6.3.6. Any merchant fees incurred by Go Media in relation to payments the Client makes by credit card.
6.4. All costs associated with design, artwork and preparation of Ad Material for a Media Asset will be payable by the Client or charged to its account.
6.5. Payment of all Credit account holders invoices must be made in full on or before the 20th day of the month following invoice date. Payment of all Cash account holder’s invoices must be made in full on or before the 7 days detailed on the invoice, and in all cases prior to commencement of any booking.
6.6. Where the Client has indicated that any costs associated with production, installation or display of the Ad Material should be charged directly to a third party, the Client remains responsible for the costs until such time as they are paid in full by that third party.
6.7. If payment is not made in full on or before the due date for payment, Go Media may do either of the following (without limiting any other right it may have):
6.7.1 For cash account clients, the contract will be terminated, and the campaign will not progress to
production.
6.7.2 For credit account clients, Charge the Client default interest on the amount outstanding at the rate which is 3% above the overdraft rate charged by Go Media’s principal bankers (plus GST) from the due date for payment until payment is received by Go Media compounding monthly.
6.7.3. Or Terminate this Contract and remove any Ad Material (provided however that Go Media will not be obliged to remove any Ad Material).
6.8. Where the Client is acting as an agent for the Advertiser, the Client and the Advertiser will be jointly and severally liable for payment of all money due under this Contract and a reference to the Advertiser in relation to payment will include a reference to the Client. The Client warrants to Go Media that the Client has executed this Contract on behalf of the Advertiser as agent for the Advertiser and with Advertiser’s authority.
6.9. Rates displayed on Programmatic Ad Platforms are non-commission bearing. Clients that purchase Digital Screen inventory via Programmatic Ad Platforms will be invoiced directly by the Programmatic Ad Platform.
6.10. Any grant of credit by the Go Media to the Client is at the Go Medias sole discretion and can be cancelled at any time without notice.
- ACCREDITED ADVERTISING AGENCIES
7.1. For a Client to be entitled to a commission in accordance with Clause 7.2, a client must become an Accredited Advertising Agency (“AAA”) of Go Media. Go Media will pay commission to an AAA in consideration of the agency meeting certain financial requirements and by guaranteeing payment to Go Media by certain times.
7.2. Where a New Zealand Client is an AAA, Go Media will pay the Client commission at the rate of 20% of the media rental net of GST provided payment is made on or before the 20th of the month following invoice. Payments made after the 20th of the month following invoice will only attract a 10% commission. Payments received after 60 days will not receive any commission.
7.3. Where an Overseas Client, including Australia, is an AAA, Go Media will pay the Client commission at the rate of 10% of the media rental net of GST provided payment is made on or before the 20th of the month following invoice. Payments made after the 20th of the month following invoice will only attract a 5% commission. Payments received after 60 days will not receive any commission.
7.4. Contracts booked through the Go Media Sales Team are eligible for commission. Commission will not be provided on bookings made via Programmatic Ad Platforms.
7.5. Where a Client appoints a new Agency to book media on their behalf, the Agency must provide Go Media a letter of appointment on the Clients letterhead, which must be signed by an appropriate office holder stating the effective date of change and confirming the new Agency appointment.
- CANCELLATIONS
8.1. Classic Billboards, Digital Screens, Bus and Train: If the Client wishes to cancel all or part of this Contract:
8.1.1. Three months before the Campaign start date, the Client may elect to:
- Re-book this Contract to re-start within two months of the original start date with no penalty (limited to one occasion); or
- Cancel this Contract and pay the cancellation fee of 60 percent.
8.1.2. Within two months of the Campaign start date, the Client agrees to pay the cancellation fee of 100 percent.
8.2. All cancellation notices or requests must be made in writing and the Client must confirm receipt of the cancellation notice or request with its Go Media representative.
- GENERAL
9.1. Title: Media Assets remain the property of Go Media at all times. Title to Ad Material supplied under this Contract remains with Go Media until all amounts owing by the Client in accordance with this Contract have been paid in full and in cleared funds.
9.2. Risk and Insurance: Go Media is not liable for any damage to the Ad Material on a printed Media Asset. The Client is not liable for any damage to the frame of the Media Asset, except where, in Go Media’s reasonable opinion, it is likely that the damage to the frame was caused because of the Ad Material.
9.3. Grant of Access and Removal: Go Media has the right to remove Ad Material that is the subject of this Contract at any stage, if instructed to by an Authority. On this event occurring, Go Media will use reasonable endeavours to find a suitable replacement Media Asset. If Go Media does not find a suitable replacement Media Asset in Go Media’s discretion, then Go Media is entitled to cancel this Contract and the Client shall be entitled to an abatement of charges only for the remaining period of this Contract.
9.4. Deductions: The Client will not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing at any time to Go Media. Go Media may deduct any amount owing by the Client from any amount owing by Go Media to the Client.
9.5. Third-party commissions: Go Media discloses that it may be paid commissions by third parties recommended or introduced to the Client by Go Media where any such third-party performs production or other work for the Client, and the Client consents to Go Media receiving any such commissions or other.
9.6. Client’s Warranty and Indemnity:
9.6.1. The Client warrants that no part of any advertisement used on or in connection with this Contract will infringe the rights (including intellectual property rights) of any person or will fail to comply with the Advertising Codes or with any obligation imposed by law or equity. Approval by Go Media of any artwork or the display of any advertisement on a Media Asset does not constitute a waiver of this warranty.
9.6.2. The Client will indemnify Go Media for all liabilities, losses, damages, costs, expenses, and charges which Go Media may suffer or incur as a result of any breach of this warranty or as a result of Go Media being deemed to be a manufacturer of the Ad Material for the purposes of the Consumer Guarantees Act or otherwise liable to any third party in relation to the Ad Material on a Media Asset.
9.7. All endeavours are given for the booking of buses on preferred routes and from designated depots.
9.8. Go Media’s Liability:
9.8.1. Except for any express warranty contained in this Contract, all warranties, descriptions, representations, or conditions whether implied by statute or otherwise by law, trade, custom or otherwise are expressly excluded to the fullest extent permitted by law.
9.8.2. Go Media will not be liable in any event for any consequential, indirect, or special damage, loss or injury of any kind suffered by the Client (including but not limited to loss of profits or opportunity) even if such loss or damage was foreseeable or Go Media had been advised of the possibility of it occurring.
9.8.3. If Go Media should be held liable to the Client, the total liability of Go Media whether in tort (including negligence), this Contract or otherwise, for any loss, damage or injury which the Client may suffer or incur as a direct or indirect result of any act or omission of Go Media will be limited, except where statute expressly requires otherwise, to the lesser of the price paid under this Contract, and the actual loss or damage suffered by the Client.
9.8.4. Go Media shall not be responsible for any failure or delay in the performance of this Contract where such failure arises out of any fire, act of God, industrial dispute, strike, lockout, curtailment of cessation of traffic ordered by local or central government, contractor negligence, carelessness or any other act or thing beyond Go Media’s reasonable control.
9.9. Waiver: A waiver by any party of the obligations of the other party under this Contract will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.
9.10. Assignment: Go Media may assign its right or obligations under this Contract to another party. The Client may only assign, transfer or sub-license its rights with the prior written consent of Go Media. A change in control or beneficial ownership of the Client will be deemed an assignment and will require Go Media’s prior written consent in accordance with this Clause.
9.11. Notices: Any notice given by one party to the other under this Contract will be sufficiently served or made if sent by email or post to the address set out in this Contract. The notice will be treated as having been received by or served upon the recipient party on the third day after the day in which it is posted or on the actual day if sent by email.
9.12. No Partnership etc: Neither party may pledge the credit of the other nor represent itself as being the other party nor an agent, partner, or employee of the other party and neither party may hold itself out as such nor as having any power or authority to incur any obligation of any nature, express or implied, on behalf of the other. Nothing in this Contract will be deemed to constitute either party an agent, partner, or employee of the other.
9.13. Entire Agreement: This Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, correspondence, or understandings between them. No express or implied representation or promise given by a Go Media representative shall bind Go Media unless contained or embodied in this Contract.
9.14. Severability: If at any time Go Media receives legal advice that any part of this Contract is or is likely to be in breach of the law, void or unenforceable, Go Media may, at its option, elect to terminate this Contract immediately upon notice to the Client (and without any liability to the Client) or sever that part of the Contract from the remaining terms and conditions and in that case the remaining terms and conditions will apply and be enforceable as though the severed part had not been included in this Contract.
9.15. Termination: In the event that:
9.15.1. Any amount payable by the Client to Go Media is overdue or in Go Media’s opinion the Client is unlikely to be able to meet its payment or other obligations to Go Media.
9.15.2. The Client breaches any other term of this Contract or fails to meet any other obligation to Go Media; or
9.15.3. The Client becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed, or is placed under statutory or official management, then, in addition to and without prejudice to its other remedies Go Media will be entitled to, in its absolute discretion:
9.15.4. Cancel all or any part of this Contract (and/or any other this Contract which may be in place between the parties for the provision of advertising space at the time any of the events in Clause 9.13 take place) which remain unfulfilled.
9.15.5. Terminate this Contract (and/or any other Contract which may be in place between the parties for the provision of advertising space at the time any of the events in Clause 9.13 take place) immediately.
9.15.6. Require the Client to pay any costs of removal of Ad Material displayed under this Contract (or any other Contract which may be in place between the parties for the provision of advertising space at the time any of the events in Clause 9.13 take place).
9.16. Amendment: Go Media may amend these terms and conditions at any time at its discretion.
9.17. Survival of Certain Terms: Neither termination nor expiry of this Contract will affect the accrued rights and liabilities of the parties at the time of termination or expiry. All indemnities given by the Client will survive termination or expiry of this Contract and termination or expiry will not affect the Client’s obligations to comply with the provisions of this Contract.
- DEFINED TERMS:
In this Contract:
10.1. Accredited Advertising Agency: means an agency that has been accredited by Go Media in accordance with Clause 7.
10.2. Advertiser: means the owner of the company, product or service being advertised on the Media Asset.
10.3 Advertising Codes: means the Advertising Standards Code and the five sector Codes where advertisers are expected to take particular care; Alcohol, Children and Young People, Finance, Therapeutic and Health, and Gambling. These codes are subject to change and can be sourced from the Advertising Standards Authority.
10.4. Ad Material: means the Ad Material to be displayed pursuant to this Contract
10.5. Agency: means a client that is signing on behalf of an Advertiser.
10.6. Authority: means anybody that has statutory and/or this Contractual rights to exercise control over Go Media’s rights to display Ad Material on the Media Assets and includes (but is not limited to) local councils, landlords, Advertising Standards Authority, New Zealand Transport Authority, and regional councils.
10.7. Campaign: means Media Asset or package of Media Assets booked on a single This Contract.
10.8. Contract: means this Contract and includes the Schedule (on the front page of this Contract).
10.9. Media Asset: means Classic Billboards, Digital Screens, Bus or Train panel that Go Media is entitled to make available for advertising.
10.10. Seedooh: means a third-party organisation that provides fully automated, best practice, 100% accurate verification of campaign delivery for all Digital Screen formats.
10.11. Dynamic Ad Material: means digital creative that dynamically assembles a collection of components that make up an ad, including headlines, descriptions, backgrounds, overlay text, featured images, video, and so on, in real-time.
10.12. Programmatic Ad Platform: means the third-party ad-tech organisations that use automated technology to enable an online marketplace for the trading of Digital Screen media inventory.
10.13. Supply-Side Platform (SSP): means the technology within a Programmatic Ad Platform that enables Go Media to supply Digital Screen media inventory to the market.
10.14. Demand-Side Platform (DSP) means the technology within a Programmatic Ad Platform that enables Advertisers to purchase Digital Screen media inventory.
10.15. Client means the person, firm, company, partnership, trust or entity named on the Trade Account
Application.
10.16. Consumer Guarantees Act means the Consumer Guarantees Act 1993.
10.17. Goods means all goods or work products which are supplied by the Go Media under any contract,
agreement, arrangement understanding to the Client.
10.18. Intellectual Property means any intellectual property or other property of a creative, branding, or innovative
nature, including (as an example but without limitation) trademarks, designs, copyright, methods of business
of manufacture, and confidential information.
10.19. PPSA means the Personal Property Securities Act 1999, and in these Terms, unless the contrary intention
appears, the terms "at risk", financing statement", "financing change statement", "proceeds", "security
interest" and "verification statement" each have the meaning given to that term in the PPSA.
10.20. Premises means the physical address of the Client noted on the Trade Account Application.
10.21. Services means all services which are supplied by the Go Media under any contract, agreement,
arrangement, or understanding to the Client.
10.22. Go Media means the Supplier named in the Account Application in relation to the supply of Goods and/or
Services.
10.23. Credit Account means clients that have applied for and been granted credit with Go Media.
10.24. Cash Account means clients that have applied for and been granted a 7-day cash account with Go Media.
