BILLBOARD Ts & Cs
GO MEDIA LIMITED (“GO MEDIA”)
STANDARD TERMS AND CONDITIONS OF BUSINESS
The following terms and conditions apply to all advertising services provided by GO MEDIA and form part of this Sales Contract unless otherwise expressly agreed in writing by GO MEDIA. This Sales Contract shall not bind GO MEDIA until execution by an authorised representative of GO MEDIA.
Capitalised terms are defined at the end of these Terms and Conditions.
1.1. Details of the Campaign are as set out in this Sales Contract.
1.2. Any additional Campaigns will be set out in separate sales contracts.
2. CHARGES, COSTS AND PAYMENT
2.1. Unless otherwise agreed in writing, charges for media costs shall be invoiced monthly.
2.2. Where the GST rate changes, the amount of GST payable by the Client to GO MEDIA may vary from that stated in this sales contract and will be determined by the provisions of the Goods and Services Tax Act 1985.
2.3. In addition, the Client will pay all costs relating to:
2.3.1. installation and production of Advertising Material;
2.3.2. importing of Advertising Material, including GST, freight and customs clearance, and delivery to then specific GO MEDIA installers responsible for the Site;
2.3.3. removal of Advertising Material in circumstances where the Client requires Advertising Material to be removed at a specific time other than when a new campaign starts in accordance with clause 5.5, otherwise removal will be at no cost and will be removed as Sites are used by another advertiser;
2.3.4. any costs incurred by GO MEDIA in receiving or forwarding Advertising Material;
2.3.5. all costs incurred by GO MEDIA in recovering payment from the Client including (without limitation) all debtcollector’s fees or commissions, solicitors fees and disbursements and company clerical costs.
2.3.6. any merchant fees incurred by GO MEDIA in relation to payments the Client makes by credit card.
2.4. All costs associated with design, artwork and preparation of Advertising Material for a Site will be payable by the Client or charged to its account.
2.5.Payment of all invoices must be made in full on or before the 20th day of the month following invoice date.
2.6.Where the Client has indicated that any costs associated with production, installation or display of the Advertising 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.
2.7.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):
2.7.1. 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;
2.7.2. terminate this Sales Contract and remove any Advertising Material (provided however that GO MEDIA will not be obliged to remove any Advertising Material).
2.8.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 Sales 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 Sales Contract on behalf of the Advertiser as agent for the Advertiser and with Advertiser’s authority.
2.9.The Client is required to physically proof your 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.
- ACCREDITED ADVERTISING AGENCIES
3.1.For a Client to be entitled to a commission in accordance with clause 3.2, 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.
3.2.Where a New Zealand Client is an AAA, GO MEDIA will pay the Client (New Zealand only) 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.
3.3.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.
3.4.Only media charges are eligible for commission. Where applicable, these charges may be specified in the Schedule (on the front page of this Sales Contract).
- PRODUCTION AND PRINTING
4.1.If it is specified in this order that GO MEDIA will carry out production and printing in respect of the Advertising Material
4.1.1. The Client must, at least 10 days (or 12 days in the case of displays involving Auckland Airbus) before the commencement of the display period, provide GO MEDIA with a copy of the artwork for the Advertising 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 Sales Contract, suitable for display and of a nature which will be approved by any Authority whose approval is required.
4.1.2. GO MEDIA will produce and print the Advertising Material from the artwork at reasonable commercial rates. Such rates will be advised to the Client when ascertained. GO MEDIA may subcontract such production and printing. Alternatively, GO MEDIA may introduce the Client to a third party production company. Where production is for Bus Advertising 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.
4.2.If it is specified in a Billboard Sales Contract that the Client will carry out its own printing, the Client must provide GO MEDIA with the Advertising Material received ready to install no later than seven days prior to the commencement of the display period.
4.3.A Client may not provide their own Bus print.
- DELIVERY AND INSTALLATION AND MAINTENANCE
5.1.If it is specified in this Sales Contract that the Advertising Material is changing under another existing sales contract (“ Copy Change date ”), the Client must deliver to the specified GO MEDIA installer location, the Advertising Material in a form ready to install no later than seven (7) days prior to the commencement of the display period, otherwise install dates may not be met.
5.2.GO MEDIA will arrange the installation of the Advertising Material on a Site and will retain the right to use its own contractors for any such installation.
5.3.GO MEDIA shall make every reasonable effort to have the Advertising Material installed at the Sites within five (5) working days of the 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 where 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 Advertising Material on that Site, or a combination of both subject to GO MEDIA discretion.
5.4.GO MEDIA will not be responsible for any interruption to the electrical power supply to any Site and the Client will not be entitled to any abatement of Monthly Rates during the period of such interruption.
5.5.At the termination of a Campaign, GO MEDIA will dispose of the Advertising Material unless the Client has notified GO MEDIA that it requires the Advertising 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. Any and all such additional Services will be charged at the rate specified in the “ Pricelists 2016″. If the Advertising Material has not been used for six months or more, GO MEDIA has the right to dispose of the Advertising Material unless otherwise specified by the Client. GO MEDIA is under no obligation to immediately remove the Advertising Material. As per 2.3.3. any forwarding of creative is charged freight in addition to contracted amount.
- ADVERTISING STANDARDS
6.1.The Client must provide a copy of the creative to GO MEDIA for approval no later than 10 days prior to the commencement of the Campaign.
6.2.If GO MEDIA considers any Advertising Material is illegal or in breach of the standards issued by the Advertising Standards Authority (“ ASA ”) (as may be modified from time to time) (the “ Advertising Standards ”) GO MEDIA mayelect not to display that Advertising Material, in which case the following will apply:
6.2.1. GO MEDIA may refer the matter to the ASA for decision. If the ASA determines that the advertising is in breach of the Advertising Standards, the client will be liable to GO MEDIA for:
188.8.131.52. the full amount of the charges under this Sales Contract (even if the advertising has not been displayed)
184.108.40.206. all costs of removing any advertising that has been posted
220.127.116.11. all costs incurred by GO MEDIA in referring the matter to the ASA.
6.2.2. 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).
6.3.If it is specified in this order that GO MEDIA will carry out production and printing in respect of the Advertising Material: If GO MEDIA has been compelled to remove the Advertising Material by an Authority, the Client shall be liable for:
6.3.1. the full amount of the charges under this Sales Contract; and
6.3.2. all costs of removing any advertising that has been posted.
6.4.GO MEDIA accepts no responsibility for the Advertising Material prepared by or at the request of the Client.
- PRE- EMPTIBLE SITES
7.1.Pre-emptive means a billboard site is contracted to a client on the basis that if another party comes along and wants to book this site Go Media may accept this booking by the third party.
On a sales agreement if only one site is listed and the said site is consequently sold to a third party; the client is not obligated to accept any other site as an alternative; But Go Media may suggest alternatives.
If there is other sites listed as secondary sites (and these sites are available) then the client is obligated to accept these sites as alternatives and pay the agreed value stipulated in the agreement.
8.1.Title: The Sites remain the property of GO MEDIA at all times. Title to Advertising Material supplied under this Sales Contract remains with GO MEDIA until all amounts owing by the Client in accordance with this Sales Contract have been paid in full and in cleared funds.
8.2.Risk and Insurance: GO MEDIA is not liable for any damage to the Advertising Material on a Site. The Client is not liable for any damage to the frame of the billboard, except where, in GO MEDIA’s reasonable opinion, itis likely that the damage to the frame of the billboard was caused as a result of the Advertising Material.
8.3.Grant of Access and Removal: GO MEDIA has the right to remove Advertising Material that is the subject of this Sales Contract at any stage, if compelled to by an Authority. On this event occurring, GO MEDIA will use reasonable endeavours to find a suitable replacement site. If GO MEDIA does not find a suitable replacement site in GO MEDIA’s discretion, then GO MEDIA is entitled to cancel that Sales Contract and the Client shall be entitled to an abatement of charges only for the remaining period of this Sales Contract.
8.4.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.
8.5.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.
8.6.Client’s Warranty and Indemnity:
8.6.1. The Client warrants that no part of any advertisement used on or in connection with this Sales Contract will infringe the rights (including intellectual property rights) of any person or will fail to comply with the Advertising Standards or with any obligation imposed by law or equity. Approval by GO MEDIA of any artwork or the display of any advertisement on a Site does not constitute a waiver of this warranty.
8.6.2. 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 Advertising Material for the purposes of the Consumer Guarantees Act or otherwise liable to any third party in relation to the Advertising Material on a Site.
8.7.All endeavors are given for the booking of buses on preferred routes and from designated depots.
8.8.GO MEDIA’s Liability:
8.8.1. Except for any express warranty contained in this Sales 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.
8.8.2. 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.
8.8.3. If GO MEDIA should be held liable to the Client, the total liability of GO MEDIA whether in tort (including negligence), 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 Sales Contract, and the actual loss or damage suffered by the Client.
8.8.4. GO MEDIA shall not be responsible for any failure or delay in the performance of this Sales Contract wheresuch failure arises out of any fire, act of God, industrial dispute, strike, lockout, curtailment of cessationof traffic ordered by local or central government, contractor negligence, carelessness or any other act or thing beyond GO MEDIA’s reasonablecontrol.
8.9.Waiver: A waiver by any party of the obligations of the other party under this Sales Contract will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.
8.10. Assignment: GO MEDIA may assign its right or obligations under this Sales 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.
8.11. Notices: Any notice given by one party to the other under this Sales Contract will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out on the front of this Sales 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 or facsimile.
8.12. 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 Sales Contract will be deemed to constitute either party an agent, partner or employee of the other.
8.13. Entire Agreement: This Sales 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 Sales Contract.
8.14. Severability: If at any time GO MEDIA receives legal advice that any part of this Sales 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 Sales Contract immediately upon notice to the Client (and without any liability to the Client) or sever that part of this Sales 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 Sales Contract??
8.15. Termination: In the event that:
8.15.1. any amount payable by the Client to GO MEDIA is overdue or in GO MEDIA’s opinion the Client is unlikely to beable to meet its payment or other obligations to GO MEDIA;
8.15.2. the Client breaches any other term of this Sales Contract or fails to meet any other obligation to GO MEDIA; or
8.15.3. 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,
8.16. then, in addition to and without prejudice to its other remedies GO MEDIA will be entitled to, in its absolute discretion:
8.16.1. cancel all or any part of this Sales Contract (and/or any other sales 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;
8.16.2. terminate this Sales Contract (and/or any other sales 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;
8.16.3. require the Client to pay any costs of removal of Advertising Material displayed under this Sales Contract (or any other sales 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).
8.17. Cancellation: The Client may cancel this Sales Contract at any time up to the date that is 3 months prior to the commencement of the Campaign with 50% of the full media cost payable upon cancellation for the full term of the Sales Contract. If the Sales Contract is within the 3 month start date, 100% cancellation is payable.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.
8.18. Amendment: GO MEDIA may amend these terms and conditions at any time at its discretion.
8.19. Survival of Certain Terms: Neither termination nor expiry of this Sales 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 Sales Contract and termination or expiry will not affect the Client’s obligations to comply with the provisions of this Sales Contract.
- DEFINED TERMS:
9.1.In this Sales Contract:
9.1.1. Accredited Advertising Agency: means an agency that has been accredited by GO MEDIA in accordance with clause 3.
9.1.2. Advertiser: means the owner of the company, product or service being advertised on the site.
9.1.3. Advertising Material: means the Advertising Material to be displayed pursuant to this Sales Contract
9.1.4. Agency: means a Client that is signing on behalf of an Advertiser.
9.1.5. Authority: means any body that has statutory and/or contractual rights to exercise control over GO MEDIA’s rights to display Advertising Material on the Sites, and includes (but is not limited to) local councils, landlords, Advertising Standards Authority, New Zealand Transport Authority, and regional councils.
9.1.6. Campaign: means Site or package of Sites booked on a single Sales Contract.
9.1.7. Client: means the person or company representing a certain company, product or service and entering into an agreement with GO MEDIA.
9.1.8. Pre-emptible site: means a site that is booked subject to it being available and not subject to another Sales Contract.
9.1.9. Sales Contract: means this Sales Contract and includes the Schedule (on the front page of this Sales Contract).
9.1.10. Site: A billboard or bus panel that GO MEDIA is entitled to make available for advertising.