MEET PAT – ADVERTISING TERMS AND CONDITIONS
1. GENERAL PROVISIONS
2. Whole agreement
The terms and conditions governing the agreement between Products and Things Pty Ltd trading as Meet PAT™ ABN 42634465637 and the Client are as set out in this document and any Annexures, Schedules and Addenda which relate to particular types of Services as may be attached to this document (Terms) and those, if any, that are implied and cannot be excluded by law (collectively the Agreement). Any other contractual terms of the Client (whether set out in the Client’s order or elsewhere) that are contrary to, or inconsistent with, this Agreement will not apply; nor will they constitute a counter-offer by the Client.
This Section A applies to all Orders and Services provided, or to be provided to the Client under this Agreement. Other Sections of this Agreement will have specific application to particular types of Service.
In this Agreement:
Advertisement means advertising content that is the subject of an Order;
Control of an entity includes the direct or indirect power to:
- direct the management or policies of the entity; or
- control the membership of the entity’s board of directors,
whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that corporation or otherwise;
Copy means the content in any form and format (such as printed and digital material, interactive material, signwriting, or print on a permanent substrate) to form an Advertisement;
Display means those panels, water stations, signage, including associated infrastructure, at locations controlled by MeetPAT and made available for the display of Advertisements and the provision of other Services, as agreed in an Order;
Loss means an loss of any nature including any damage, loss, cost, expense or liability, cause of action, charge, claim, action, proceeding suffered or incurred, howsoever arising and whether present, unascertained, immediate, future or contingent;
Order means the form of order prepared by MeetPAT (which may be a quotation prepared by MeetPAT); and
Services means the services supplied by MeetPAT for the purpose of an Order accepted by MeetPAT.
3. Ordering Services
- To order any Services, the Client must sign the Order and submit the signed Order to MeetPAT in a manner agreed by Ads. The Order will then constitute a binding offer from the Client to MeetPAT to enter into a contract. To avoid doubt, the Client must not make any amendment to the Order which has not been authorised in writing by MeetPAT. Any such amendment will be deemed not to form a part of the Client’s offer or the Order.
- It is the Client’s responsibility to ensure that, prior to submission to MeetPAT, the Order does not contain any errors or omissions. MeetPAT will in no way be liable, and the Client releases MeetPAT from any Loss or claim incurred by the Client, whether in tort or otherwise, for any error or omission in any Order prepared by MeetPAT but submitted to MeetPAT by the Client.
- Any Order received by MeetPAT (whether by electronic communication or otherwise) that purports to be signed by or for the Client and reasonably appears to have been sent by or on behalf of the Client or a person ostensibly authorised by the Client will be binding on the Client.
- In the event of any inconsistency between an Order and these Terms, these Terms will prevail.
- If the Client purports to act in the capacity of a disclosed agent of a principal advertiser (Advertiser):
- the Client is nevertheless also bound by this Agreement in its personal capacity;
- the Client represents that it has full authority to enter into this Agreement, and submit any Orders, on behalf of the Advertiser;
- if the Client receives any commission or rebate or other benefit from MeetPAT, the Client will ensure that it complies with all applicable laws in its dealings with relevant Advertisers including disclosing to Advertisers that the Client may receive a commission or rebate or other benefit from MeetPAT in connection with an Order or the Agreement; and
- the Client indemnifies MeetPAT for any Loss or damage suffered by MeetPAT because of a breach by the Client of clauses 3.6(b), 6(c) or 14.
- No Order may be cancelled, whether in whole or in part, by the Client unless MeetPAT has first consented in writing to such cancellation or partial cancellation (as applicable).
4.Third party approvals
The Client acknowledges that MeetPAT’s supply of Services may, whether by contract or by law, require the consent or permission of third parties, including that of any statutory authorities and owners or occupiers of sites where Displays are located (Authority), and any such supply will be subject to any requirements, restrictions and conditions imposed by the Authority from time to time.
5. Payment terms
- Unless otherwise specified in an Order, MeetPAT may render invoices on or after the last day of the calendar month, for Services that began prior to the last day of that month. This includes space bookings for any display period that would complete in any following calendar month. All invoices are payable within 30 days of the date of issue.
- Any payments received from the Client will be applied first to satisfy interest that may have accrued, second to reasonable expenses and legal costs to which clause 5(d) refers, and then to the earliest outstanding invoice
- If payment is not received by the due date for payment, MeetPAT may, without prejudice to any other rights MeetPAT may have:
- charge the Client liquidated damages at a rate equivalent to two percent (2%) above the rate of interest for the time being fixed under section 2 of thePenalty Interest Rates Act 1983 (Vi); and
- suspend supply of any Services under any or all Orders.
- The Client is liable for, and will indemnify MeetPAT in respect of, all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a solicitor/own client basis) incurred by MeetPAT for enforcement of the Client’s obligations under this Agreement and recovery of monies due to MeetPAT from the Client.
6. Limitations of liability
- Subject to clause 6.2:
- the only guarantee, representation, warranty or condition provided in relation to any Service is any express warranty that MeetPAT provides in these Terms or the Order; and
- MeetPAT excludes all liability in relation to the Services, whether in contract, tort or otherwise, including all liability for any consequential or indirect loss or damage, and loss of revenue, profit, opportunity or reputation.
- the application of any consumer guarantee in the Australian Consumer law (Consumer Guarantee) or any similar provision in the law of any State or Territory that cannot be excluded, restricted or modified (Similar Provision);
- the exercise of any right conferred by a Consumer Guarantee or Similar Provision; or
- MeetPAT’s liability under any Consumer Guarantee or SimilarProvision.
- Where permitted and to the full extent permitted by law, MeetPAT’s liability under any Consumer Guarantee or Similar Provision is limited, at MeetPAT’s option, to:
- in the case of goods, the repair or replacement of those goods, the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or acquiring equivalent goods; and
- in the case of services, supplying those services again, or paying the cost of having the services supplied again.
- All aspects of the Agreement and the Services, and any information disclosed by MeetPAT in connection with, or in anticipation of, the Agreement or the Services (including lists of displays and MeetPAT’s or its licensors’ intellectual property) must be kept confidential by the Client and the Client must not, without the written approval of MeetPAT, disclose such information to any other person or use it other than for the purposes authorised under the Agreement.
- This clause 7 survives termination of this Agreement.
8. Matters beyond MeetPAT’s control
- MeetPAT will not be liable for any failure or delay in the performance or delivery of its obligations where such failure or delay arises because of any matter beyond MeetPAT’s reasonable control, including fire, act of God, industrial dispute, strike, civil unrest, lockout, curtailment or cessation of traffic ordered by any government or authority, acts or omissions of third parties including Authorities, vandalism, criminal conduct, adverse weather that (in MeetPAT’s opinion acting reasonably) renders performance unsafe or impractical, natural disasters, access issues (including building closures or lock outs), loss of service by utility suppliers, telecommunications carriers or telecommunication service providers or where MeetPAT is unable to access infrastructure, or loss due to hardware failures within the normal operating risk (in this latter case other than to seek to diagnose the issue within 3-6 hours and repair within 24-48 hours).
- Upon MeetPAT receiving notice of vandalism of a Display, MeetPAT will:
- clean-up or remove the damage; and
- in the event of breakage, repair the Display within a reasonable time frame; and
- in the case of vandalism to the printed panels, replace one panel per campaign free of charge (any subsequent reprinting and reinstallation of panels will be charged to the Client at $300.00 each); and
- in the event of excessive vandalism involving 30% or more of the posters being stolen/damaged from a single campaign, MeetPAT reserves the right to remove the campaign from all panels and Displays without liability to the Client or the Advertiser. In this event a suitable alternative will be agreed with the Client to ensure the safe display of the campaign.
9. MeetPAT marketing
- MeetPAT may take photographs and cinematograph films of Advertisements and Copy, and reproduce, publish and communicate same, for the purpose of marketing and promoting MeetPAT and its services.
10. Client’s warranty and indemnity
- Each of the Advertiser and the Client, jointly and severally, warrant that the Advertisements, and the exhibition and display of the Advertisements pursuant to an Order, and MeetPAT exercising its rights under clause 9 and performing its obligations under clause 21:
- will comply with any guidelines and standards as may be notified in writing by MeetPAT from time to time;
- will comply with all codes published by the Australian Association of National Advertisers from time to time;
- will comply with all codes and initiatives administered by the Advertising Standards Bureau, the Advertising Standards Board or the Advertising Claims Board;
- will not contravene any legislation, regulation, rule or requirement of any lawful or statutory authority, or any public or private right;
- notwithstanding the generality of clause 11(e):
- will not be defamatory or unlawful;
- will not contravene the Competition and Consumer Act 2010 or the Australian Consumer Law; and
- will not infringe any person’s intellectual property rights or moral rights or any right to privacy.
- The Client warrants to MeetPAT that the Client and the Advertiser have the right to display the Advertisement including any Copy and any artwork contained in or to be reproduced in such Advertisement, without the infringement of any third party right or contravention of any law.
- The Client indemnifies and releases MeetPAT, the owners and occupiers of sites where Advertisements and Displays are located and any Authority from and against any Loss, arising from a breach of any of the warranties given in clauses 1 to 3.
11. No dealings with the Displays
- The Client must not, and must not permit or engage any third party to, deal with any Display in any way (including signwriting, painting or any other work on or interference with any Display) without obtaining the prior written consent of MeetPAT.
- If the Client deals with a Display in such a manner, whether by itself or by a third party, or wishes to carry out such work, it will be fully responsible for the form and content of the Display, as well as the hiring of competent contractors, having all relevant insurance and for compliance with all relevant laws and regulations. The Client indemnifies MeetPAT against any Loss suffered by MeetPAT by any act or omission of the Client, or any third party engaged by the Client, in connection with its work on or dealing with the Display, including any Loss suffered by MeetPAT (or for any claim against MeetPAT by a third party) in connection with death or personal injury of any person, loss or damage to real or tangible property, or breach of any applicable law or fraud by the Client or any person engaged by the Client.
- The Client must not assign or novate any rights and obligations under this Agreement or any Order without the prior written consent of MeetPAT (which may be withheld by MeetPAT in its absolute discretion or given on such conditions as MeetPAT so chooses). A change of Control of the Client is deemed to be an assignment for the purpose of this clause. The Client will remain liable for all obligations, liabilities and indemnities to MeetPAT under this Agreement, despite any purported assignment or novation of this Agreement or any Order.
- Without prejudice to any other rights MeetPAT may have, MeetPAT may terminate this Agreement and any or all Orders if:
- the Client fails to make payment under that Order or any other Order;
- the Client breaches clause 12;
- the Client commits an act of insolvency or is deemed to be insolvent or has appointed to it a provisional liquidator, liquidator, receiver, receiver manager or administrator; or
- the Client otherwise breaches any obligation or warranty under this Agreement and fails to remedy same within two (2) business days of MeetPAT issuing a notice in writing to the Client requiring remedy.
- Termination will be without prejudice to any rights or causes of action that MeetPAT may have.
- All indemnities in this Agreement survive termination of this Agreement.
14. Commission and Rebates
- 1 Without limiting clause 3.6, the Client warrants to MeetPAT that it is satisfied that all parties with whom it deals (including Advertisers with whom it deals directly) in the outdoor advertising market are aware of the fee and rebate arrangements which operate in that market, including the use of volume rebates as an incentive to advertising agencies, media buying companies and poster specialists for them to place advertisements with service providers such as MeetPAT.
16. Supply of Copy
- MeetPAT’s only obligation is to display the Copy in the Displays in accordance with the terms of the Order. The Client must, at no cost to MeetPAT, prepare and supply Copy to MeetPAT for that purpose. The Copy must comply with the standards and requirements specified in MeetPAT’s production guide or specifications from time to time or otherwise specified by MeetPAT in the Order.
- The Client must supply MeetPAT with sufficient additional spare Copy as specified in MeetPAT’s production guide or specifications from time to time or as otherwise determined by MeetPAT.
- If Copy provided by the Client does not comply with the requirements in clause 16.1, or spare Copy is not provided in accordance with clause 2 or as otherwise reasonably requested by MeetPAT, MeetPAT may blank out or substitute with non-commercial advertising those Displays where, in MeetPAT’s reasonable opinion, the Copy is in an unsatisfactory condition, or where there is insufficient Copy, and the Client will have no claim against MeetPAT for doing so.
- For all Copy printed onto permanent substrate, the Client will be responsible for any repairs and replacements of Copy damaged during the display period, unless this damage is caused by an MeetPAT employee in the course of performing their duties for MeetPAT. In these circumstances Meet PAT will pay the cost of the replacement.
17. Copy approval and lead times for display
- 17.1 All Copy is subject to the approval of MeetPAT and any relevant Authority, and MeetPAT will not be in breach of the Agreement because of a delay or failure to provide or obtain that approval.
- Any approval given by MeetPAT is not a waiver of any rights or causes of action that MeetPAT may otherwise have under this Agreement or an acknowledgement that the Copy complies with the requirements of this Agreement or the Order.
- For the purpose of clause 17.1, the Client must provide MeetPAT with the Copy prior to the commencement of each of the production and printing of the Copy. All Advertisements for display must be delivered to MeetPAT’s poster facility, as MeetPAT may direct, at least seven (7) days prior to the scheduled posting date
- The Client will be responsible for any delays and any Losses suffered by MeetPAT arising from the Client’s failure to comply with the lead time requirements referred to in this clause and will not be entitled to any extension of the display period or other compensation. MeetPAT may impose additional installation and handling fees in respect of Copy not delivered in compliance with this clause and may also require reimbursement of additional costs incurred, including storage, handling and delivery.
18. Posting of Advertisements
- MeetPAT will use reasonable endeavours to have all the Copy Displayed pursuant to the Order within four (4) working days of the start date specified in the Order.
- Subject to the terms of the Agreement, including clause 17.1, where a delay in displaying the Advertisements is caused solely by MeetPAT (other than exercising any right it may have under this Agreement) then, at MeetPAT’s option, the Client may be entitled to receive a pro-rated abatement of charges or to a credit against future Space Order Services as determined by MeetPAT in its discretion, but MeetPAT will not be liable to the Client for any Losses, including any consequential or indirect loss or damage, loss of revenue or profit, or loss of opportunity or reputation.
19. Title in the Advertisements and disposal thereof
- Title in the Advertisements vests in MeetPAT upon delivery to MeetPAT or, if not delivered to MeetPAT, at the time they are installed on Displays.
- The Client consents to any dealing by MeetPAT with the physical Advertisements, including the disposal of the Advertisements at the end of the display period, without any liability.
1. B. PRODUCTION OF COPY
20. Application of Section B
- To the extent that the Services comprise MeetPAT producing Copy, this Section B of this Agreement also applies.
21. Lead times
- 1 If an Order specifies that MeetPAT will carry out production in respect of the Copy:
- MeetPAT will make a written proposal to the Client regarding such production, which, if accepted by the Client, will constitute an Order in accordance with the terms of this Agreement.
- If MeetPAT is engaged to provide production services in respect of advertising Copy, the Client must, at least 21 working days before the commencement of the display period to which the Copy relates, provide MeetPAT with a copy of the artwork for the Copy in such form and format as MeetPAT requires and at such address as MeetPAT may direct. The artwork must be to scale and be supplied as finished reflection or electronic art and must, in MeetPAT’s opinion, comply with the Order, be suitable for display and of a nature that will be approved by any Authority whose approval is required.
- MeetPAT may subcontract such production. MeetPAT may receive and retain any commission paid to MeetPAT by any third party production company in respect of such production or may charge the Client a fee for production comprising the third party production company’s fees, plus MeetPAT’ standard administration fee from time to time.
- 2 To facilitate the efficient delivery of production services to the Client, the Client consents to MeetPAT’ disclosure of information relating to the Client’s production requirements to third party production entities.
- 3 When requested to do so by MeetPAT, the Client must promptly (and in any case within 1 working day or such period as specified in the Order), carefully check the advertising Copy produced by MeetPAT and confirm to MeetPAT its satisfaction or otherwise of the Copy’s compliance with the Order, and freedom from errors or other issues. If the Client fails to do so within that time frame it will be deemed to have accepted the advertising Copy as being in full compliance with the Order, and free from errors or any other issues.
- The production of printed materials involves many subjective decisions of matters including but not limited to colour, density, fit and finish.
- Where the Purchaser does not personally attend and review all proof and print production stages the decisions that Company makes will be held to be the Purchaser’s decisions.
- The Purchaser will indemnify and hold Company blameless should any aspect of the printed material be considered cause for rejection of the material by the Purchaser, the Purchaser’s agents or any other party.
- While Company will endeavour to ensure information included in printed materials is correct the Purchaser as the final responsibility for proof reading all materials and ensuring that there are no errors or omissions.
- Where estimates refer to delivered quantities of items such as but not limited to printed matter an acceptable variation of ±10% will apply.
23. Digital content
- To the extent that the Advertisement comprises digital content, the Client must ensure that all such digital media is supplied in accordance with the Order, is free of harmful, disabling, malicious or destructive code, is fully tested, and is demonstrated to MeetPAT’s satisfaction work on equipment designated by MeetPAT without error.
- MeetPAT will not be obliged to display any Advertisements if the digital content files are not supplied to MeetPAT within the time frames specified by MeetPAT or are not in the format specified by MeetPAT, or if the relevant digital content files do not run continuously without error in MeetPAT’s test environment for a minimum of 72 hours prior to the agreed installation date, or otherwise do not comply with the terms and conditions of this Agreement.
- MeetPAT will not be responsible for the rectification of problems or for user testing if issues arise in relation to the digital content files unless MeetPAT was responsible for the creation and delivery of the digital content and digital content files.
- MeetPAT is unable to provide campaign reports relating to interactivity arising from content developed by others.
- MeetPAT is not liable for delays caused by the failure of third parties to comply with the delivery of digital advertising content in adherence to MeetPAT agreed timelines and format.
24. Order of Precedence
- To the extent that there is any inconsistency between these Terms and the MeetPAT Connect Terms, the MeetPAT Connect Terms shall prevail.