1.1 In these terms, "we", "us" and "our" refers to Digital Network Sales Pty Ltd. Our Advertising Terms and Conditions set out our standard terms and conditions for advertising products and services we supply to advertisers on our websites.
1.2 Every advertiser and advertising agency ("you") who submits a signed order in the required form ("Insertion Order", "Order confirmation"), agrees to these terms and conditions. Your Order confirmation and these Terms and Conditions form the basis of a contract between you and us for the provision of the advertising ordered by you.2. Publication of Advertisements
2.1 We will, subject to availability, technical limitations and these Terms and Conditions, use our reasonable endeavours to publish your advertisement in the format submitted by you and in accordance with your other instructions. The positioning, timing or placement of your advertisement will be at our discretion unless we expressly agree otherwise in writing.
2.2 We may, at our absolute discretion, refuse to publish any advertisement without giving any reason. No contract is formed between you and us until we accept your advertisement for publication. If we do refuse to publish your advertisement, no fee will be charged to you.
2.3 Even if a contract has been formed between you and us, we reserve the right to refuse or withdraw your advertisement from publication at any time, without giving reasons, even if we have previously published the same or similar advertisement.
2.4 We may, without prior consultation or notice to you, amend your advertisement in any way whatsoever, if we believe that the publication of your advertisement would be offensive, in breach of any law, in breach of any pre-existing agreement we have with a third party or in breach of a third party's rights. If we amend your advertisement, this will not reduce the price agreed for publication of the advertisement.
2.5 We reserve the right to vary the placement, timing or positioning of your advertisement and to change the format of your advertisement where we deem fit to do so. We will endeavour to notify you of those changes, but we will not be liable for any costs, expenses, losses or damages suffered or incurred by you arising from our failure to publish your advertisement in accordance with your request.
2.6 We may head any advertisement as "Advertisement" whenever required to do so by law or whenever we consider it appropriate, for any reason, to distinguish it from other types of content.3. Rates, Payment and GST
3.1 The rate for your advertisement will be as agreed by us and specified in your Order Confirmation. If we have quoted a rate to publish a specific quantity of advertising over a specific period and a lesser quantity is submitted for publication within that period, then what is published within that period shall be priced at whatever rate is necessary to generate the expenditure which would have been incurred had the full agreed volume been published.
3.2 If your business has been registered and operating for more than 3 years, you may apply for a credit account with us. If you apply for a credit account and are granted a credit account, you must pay us within 30 days from the date of the invoice. If a credit account is not granted, you must pay for the advertising service in full prior to the campaign start date.
3.3 If your business has been registered and operating for less than 3 years, a credit account will not be provided. Under this circumstance, you must pay for the advertising service in full prior to the campaign start date.
3.4 The decision by us to grant you a credit account is final, although it may be subject to review.
3.5 You must pay us for the advertising services in accordance with the terms of the invoice you receive from us. If no due date for payment is specified in the invoice, you must pay us within 7 days from the date the invoice was issued.
3.6 All rates and charges quoted are, unless expressly stated otherwise, exclusive of GST. We will issue you with a valid tax invoice and you must pay us any applicable GST in addition to the rates and charges quoted to you.4. Advertising Conditions
4.1 You must promptly:
- provide all required creative materials by the required date. Refer to 5.1, 6.1, 7.1 for each respective campaign type;
- check any proofs of advertising, if we have arranged to provide you with any;
- notify us of any errors in the proofs or in any advertisement that we publish for you.
4.2 If creative is received by us after the relevant date and causes your campaign to be delayed, the publication of the advertisement will be considered to have commenced on the commencement date specified in the Order Confirmation.
4.3 You acknowledge that any click URLs within your advertisement may first link to our tracking platform, before redirecting the user to your click-through URL and designated landing page.
4.4 It is your responsibility to arrange and manage re-directs with third party ad-servers and provide such third party with the creative and lead time requirements. We will not compensate you where campaigns are affected or delayed in any way by third party ad-server redirect problems. We may, in our absolute discretion, remove any redirects from our network which are delayed in serving advertisements.
4.5 All click-through URLs must enable the browser’s "back" feature to allow users to return to the website that published the advertisement.
4.6 It is your responsibility to ensure all advertising creative complies with our specifications which are provided on the Digital Network Sales website at www.digitalnetworksales.com.au. We can reject your advertising creative if it is not submitted in accordance with our specifications.
4.7 We will provide campaign reports on a regular basis, as well as a report after the campaign end date.
4.8 We will not accept any responsibility or liability for errors in your advertising creative.
4.9 Cancellation of any advertisement or campaign must be received in writing from you no less than 14 days before the start date specified in your signed Order Confirmation. Any cancellations after this date will be subject to a cancellation fee of 100% of the total cost of the campaign. Campaigns cancelled at your request after commencement will be fully payable, and any unused portion of the campaign will not be eligible for a refund.
4.10 The Order Confirmation is valid for 72 hours from the time we provide it to you. If the Insertion Order is not signed and returned to us within this time, the order may not be fulfilled.5. Display Advertisements
5.1 Standard non-rich media creative must be received at least 3 working days prior to the campaign start date. Rich media creative must be received at least 5 working days prior to the campaign starting date.
5.2 Subject to the complexity of the campaign setup process, we may request creative material earlier than specified elsewhere. This includes, but is not limited to, campaigns involving an extensive number of placements, weather targeting, and homepage take-overs.
5.3 Any bonus offered will only be available between the campaign start and end dates as specified on the Insertion Order.6. Email Advertisements
6.1 Email creative, including HTML, images, click-through URL, and email subject line, must be received at least 3 working days prior to the campaign starting date.
6.2 Staggered campaigns involving multiple delivery waves, that have already started are required to complete to be eligible for any volume discounts. If subsequent delivery waves are cancelled after commencement, the fee payable will be adjusted to the data rate, based on the actual volume sent.
6.3 Any free resend or bonus resend offers will only be available a minimum of 21 days after the campaign start date, and must be sent within 45 days of the campaign start date, unless specified in writing at the time of booking.7. Lead Generation Campaigns
7.1 Lead Generation Campaigns are defined as campaigns that run on a Cost Per Lead ("CPL") or Cost Per Acquisition ("CPA") pricing model.
7.2 Creative required may vary and will be specified in writing to you.
7.3. All creative must be received at least 3 working days prior to the campaign starting date.
7.4 You acknowledge that rewards points or other incentives may be issued to users who receive or participate in the campaign, and the amount of reward points or incentives granted is solely at our discretion.
7.5 You acknowledge that we may use a variety of advertising methods and creative designs and layouts to execute the campaign. If you require a specific advertising method or specific creative design or layout, this must be agreed upon prior to booking.
7.6 If you would like us to implement additional third party tracking, it is your responsibility to inform us at the time of booking. Additional costs may apply.
7.7 You acknowledge that the definition of a lead or acquisition and the conversion path must be specified prior to booking.
7.8 Our reports are final and billable, unless you can supply third party tracking reporting that differs significantly from our reports, and only if agreed to by us.
7.8.1 If we agree to use a third party reporting as the basis for billing, then you must provide us with suitable access to the reporting, such as a username/password for the reporting interface, or a regular email containing the reports.8. Failure To Pay
8.1 If you fail to pay for advertising in accordance with your Insertion Order and these Terms and Conditions, or if you commit an act of bankruptcy, become insolvent, have a receiver or administrator or liquidator or manager appointed over any of your assets or if you resolve to wind up your company, then we may at our absolute discretion:
- cancel any current advertising campaign and terminate any agreement for advertising that is yet to be published;
- require cash payment in advance for future advertising;
- charge interest at a rate of 2% per calendar month on overdue amounts;
- take proceedings against you to recover any overdue amounts;
- recover from you all costs in relation to any action taken against you by us to recover overdue amounts, and such costs will include, without limitation, mercantile agency costs and legal costs on a full indemnity basis; and
- exercise any other rights we have at law.
9.1 By submitting advertising to us or authorising or approving the publication of advertising material by us on your behalf, you warrant that the advertising complies with all relevant laws and regulations and that its publication will not give rise to any claims or liabilities against us, our directors, employees or agents.
9.2 Without limiting the above, you warrant that the advertising material submitted, authorised or approved by you does not breach or infringe:
- the Trade Practices Act (Cth), the Fair Trading Acts of relevant States of Australia or equivalent or other sale of goods legislation;
- any copyright, trade mark, obligation of confidentiality or other personal or proprietary rights;
- any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
- State or Commonwealth anti-discrimination legislation;
- the Privacy Act (Cth); or
- any other law (including but not limited to any common law, statute, delegated legislation, rule and ordinance of the Commonwealth or any State or Territory).
10.1 By submitting, authorising or approving advertising material for publication by us, you indemnify us and our directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the publication of the advertising material.
10.2 Without limiting the generality of the above, you indemnify us and our directors, employees and agents against any costs, expenses, losses, damages, liability and claims suffered or incurred and arising from your breach of these Terms and Conditions and any negligent or unlawful act or omission by you in connection with the advertising.11. Liability
11.1 We make no representation or warranty in relation to the number of visitors to our websites or the number of impressions at any website except for any made expressly in writing by us.
11.2 Except for any warranty or representation made expressly in writing by us, you acknowledge that you have not relied on any advice given or representation made by us or on our behalf in connection with the advertising.
11.3 We have no liability to you and you indemnify us in relation to any failure of telecommunications services or systems which affect our receipt of your advertisement or the publication of your advertisement.
11.4 We exclude all implied conditions and warranties from these Terms and Conditions, except any condition or warranty (such as those implied by the Trade Practices Act) which cannot be excluded ("non-excluded conditions").
11.5 We limit our liability for:
- breach of any non-excluded condition (to the extent that liability for such breach can be limited); and
- any other error or omission in publishing caused by us;
to (at our option) re-supply of the advertising services affected by our breach or payment of the cost of re-supply.
11.6 Subject to the above sub-clauses, we exclude all other liability to you for any costs, expenses, losses and damages suffered or incurred by you in connection with these Terms and Conditions and any advertisement published by us, whether that liability arises in contract, tort (including by our negligence) or under statute. Without limitation, we will not, in any circumstance, be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.12. Privacy
12.3 We may disclose your personal information to our related companies, to credit reporting agencies and other third parties as part of provision of the advertising services. Where you owe us money, we may disclose your personal information to debt collection agencies to recover the amount due.13. Changes to Terms and Conditions
13.1 We may change these Terms and Conditions at any time without notice to you. Those changes will apply to the provision of advertising services after the date the change becomes effective. You and we will be bound by the Terms and Conditions that are current as at the date of your Insertion Order.14. General
14.1 These Terms and Conditions, together with your Insertion Order, represent the entire agreement between you and us in relation to the advertising services and cannot be varied except by agreement in writing signed by one of our authorised officers. No purchase order or document issued by you will vary these Terms and Conditions.
14.2 We will not be liable for any delay or failure to publish your advertisement that is caused by a factor outside of our reasonable control (including but not limited to any act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).
14.3 We may serve a notice or any court document on you by forwarding them by prepaid post or facsimile to your last known address.
14.4 These Terms and Conditions are governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts of that State.