Advertiser Agreement
ADVERTISING AGREEMENT
PARTIES
SPEALS AUSTRALIA PTY LTD
ACN 601 413 843
(Speals)
AND
The party described in the Schedule
(Advertiser)
THIS AGREEMENT IS DATED 2015
PARTIES
SPEALS AUSTRALIA PTY LTD ACN 601 413 843 of PO Box 494 Narellan, NSW 2567 (Speals)
AND
The party described in item 1 of the Schedule (Advertiser).
BACKGROUND
A. Speals is the operator of the Website
B. The Advertiser wishes to advertise the Advertisements on the Website.
C. Speals has agreed to allow the Advertiser to advertise on the Website subject to
the terms and conditions contained in this Agreement.
TERMS
1. Definitions
In this Agreement, unless the contrary intention appears:
Account means any Speals advertising account held by the Advertiser.
Advertisements means the advertisements set out in item 5 of the Schedule.
Advertising Fee means the fee detailed in item 3 of the Schedule.
Business Day means any day except a Bank or public holiday in the State or a
Saturday or a Sunday;
Commencement Date means the date set out in item 4 of the Schedule;
Payment Date means each date set out in item 6 of the Schedule.
Privacy Policy means the privacy policy published on the Website from time to
time.
Term means the term details in item 2 of the Schedule.
Terms of Use means the terms of use published on the Website from time to
time.
Website means www.speals.com.au and any other electronic platform which is
owned and operated by Speals from time to time and which may be accessed by
internet accessible devices.
2. Interpretation
(a) Words importing the singular number include the plural and vice versa.
Any gender includes the other genders. Any reference to a person
includes a reference to a corporation, firm, authority, government or
governmental agency.
(b) A reference to legislation or to a legislative provision includes all regulations,
orders, proclamations, notices or other requirements under that legislation or
legislative provision. It also includes any amendments, modifications or
re-enactments of that legislation or legislative provision and any legislation
or legislative provision substituted for, and any statutory instrument issued
under, that legislation or legislative provision.
(c) The clause headings in this Agreement are for reference purposes only
and do not in any way influence or affect the meaning of this Agreement.
(d) A reference to any deed, agreement, licence, document, policy or other
instrument (including the agreement) includes a reference to that deed,
agreement, licence, document or other instrument as renewed, extended,
novated, varied or substituted from time to time.
(e) A reference to the introduction, a clause, schedule or annexure is a
reference to the introduction, a clause, schedule or annexure to or of this
Agreement.
(f) A reference to any party to this Agreement or to any other deed,
agreement, licence, document, policy or other instrument required under
this agreement or for the purpose of this agreement includes that party's
executors, administrators, substitutes, successors and permitted assigns.
(g) Where under or pursuant to this Agreement or anything done under this
Agreement the day on or by which any act, matter or thing is to be done
is not a business day such act, matter or thing must be done on the
immediately succeeding business day.
(h) Where under or pursuant to this Agreement or anything done under this
Agreement the day on or by which any act, matter or thing is to be done
is the 29th, 30th or 31st day of any month in which such a day does not
occur, such act, matter or thing must be done on the last day of that
month.
(i) References to clauses are references to clauses of this Agreement.
3. Right to Advertise
Speals hereby grants the Advertiser the right to advertise their Advertisements on
the Website for the Term on the terms and conditions of this Agreement.
4. Advertising Fee
(a) The Advertiser will pay to Speals the Advertising Fee on or before each
Payment date.
(b) The Advertiser must pay the Advertising Fee in the manner Speals directs.
5. Acknowledgements
The Advertiser acknowledges and agrees that:
(a) it has read, understood and is hereby bound by the Terms of Use and
Privacy Policy;
(b) it is responsible for maintaining the confidentiality of any passwords
associated with any Account;
(c) it will be solely responsible to Speals for all activities that occur under an
Account;
(d) it uses the Website at its own risk;
(e) it will not:
i. use the Website except as otherwise expressly permitted by
Speals, access or attempt to access other areas of the Speals
computer system or other information contained on the system for
any purpose is strictly prohibited;
ii. circumvent or manipulate Speals' fee structure, billing process, or
fees owed to Speals;
iii. post false, inaccurate, misleading, defamatory or offensive content
on the Website;
iv. distribute viruses or any other technologies that may harm Speals
or the interests or property of Speals users;
v. use the Website in any manner or for any purpose which is:
A. unlawful or in any manner which violates any right of Speals
or any other affiliate of Speals; or
B. prohibited by the Terms of Use;
vi. breach the intellectual property rights of any other party though
it's use of the Website; or
vii. breach any law.
(f) any violations of this Agreement may result in a range of actions,
including limits on Account privileges, limits on advertising activity and
Account suspension or termination.
6. Indemnity
The Advertiser agrees to indemnify, defend and hold harmless Speals, its affiliates,
officers, directors, employees, agents, suppliers and third party partners from and
against all losses, expenses, damages and costs, including reasonable legal costs
and expenses (on a full indemnity basis) resulting from any negligence or violation
by the Advertiser or persons under the Advertiser's control of this Agreement, the
Terms of Use or Privacy Policy, or any activity related to your Account (including
negligence or wrongful conduct) by the Advertiser or any other person accessing
the Website using the Advertiser's Account.
7. Limitation of Liability
To the fullest extent permitted by law, Speals disclaims all warranties and neither
Speals nor any of its affiliates assume any liability or responsibility for, or make
any warranties or representations as to the accuracy, validity, reliability,
completeness or timeliness of any information on the Website. In no event shall
Speals, any of its affiliates or any other party involved in creating, producing or
delivering the Website be liable for any damages (including without limitation,
direct, incidental, consequential, indirect or punitive loss or damages, or damages
resulting from lost profits, lost data or business interruption) arising out of the
Advertisers access to, use of or inability to access or use, the Website, or any
errors or omissions in the Website's content or functionality. This includes damages
resulting from viruses that may infect your computer equipment.
8. GST
(a) All payments under this Agreement have been set or determined exclusive
of GST.
(b) If a party incurs a liability to pay Australian goods and services tax (GST)
in connection with a supply to the other party pursuant to this Agreement,
the consideration that the payer must pay to the payee for that supply is
increased by an amount equal to the GST liability the payer incurs in
making the supply and the amount of that GST liability is payable at the
same time as the consideration is payable in respect of the supply.
(c) The parties agree to do all things, including providing invoices or other
documentation containing information that may be required, necessary or
desirable to enable or assist the other to claim any credit, set off, rebate
or refund in relation to any GST included in any payment made pursuant
to this Agreement.
9. Termination
This Agreement may be terminated by either party if the other party defaults in the
performance of an obligation or materially breaches any of the terms or conditions
of this Agreement and fails to cure such default or breach within seven (7) days
after service of written notice of such default or breach.
10. Assignment
This Agreement shall not be assignable by either party without the prior written
consent of the other party.
11. Confidentiality
(a) The Advertiser must not, and must ensure that its employees, agents and
contractors do not during the Term or at any time thereafter, disclose in
any manner to any person:
i. any information about Speals or its services which is not in the public
domain; or
ii. the terms of this Agreement,
except with the prior written consent of Speals or as required by law.
(b) This clause 11 will survive the termination of this Agreement.
12. Entire Agreement
This Agreement constitutes the entire Agreement of the parties with respect to
the subject matter hereof and supersedes any and all agreements,
understandings, statements, or representations either oral or in writing.
13. Variation
This Agreement cannot be varied except by a written agreement executed by all
parties.
14. Further Assurances
Each party must promptly execute all documents and do all things necessary or
desirable to give full effect to the arrangements set out in this Agreement.
15. Dispute Resolution
(a) If a dispute arises in connection with this Agreement, then a party shall
give written notice to the other setting out the matter in dispute.
(b) The parties shall use their best endeavours to settle any dispute within
ten (10) Business Days after the date of notification of the dispute, or
such further period as the parties may agree to in writing.
(c) Any dispute not resolved in accordance with this clause shall be referred
to an arbitrator agreed between the parties, and failing agreement, the
President for the time being of the Institute of Arbitrators and Mediators
Australia, for determination by the arbitrator at such time and place, and
in accordance with such procedures as the arbitrator may determine
appropriate.
(d) The cost of any referral and determination under this clause will be paid
as determined by the arbitrator.
(e) The parties acknowledge and agree that any determination by the
arbitrator is final.
16. Notices
(a) Any notice, demand, consent, approval, request or other communication
(notice) to be given under this Agreement must be in writing and must be
given to a party at its address as specified in this Agreement or such
other address notified in writing by being:
i. hand delivered; or
ii. sent by e-mail.
(b) A notice is deemed to have been received:
i. if, hand delivered, on the date of delivery; or
ii. if sent by e-mail, immediately upon successful delivery.
17. Severance
If any clause or any part of any clause is in any way unenforceable, invalid or
illegal, it is to be read down so as to be enforceable, valid and legal. If this is not
possible, the clause (or where possible, the offending part) is to be severed from
this Agreement without affecting the enforceability, validity or legality of the
remaining clauses (or parts of those clauses) which will continue in full force and
effect.
18. Waiver
Mere delay by a party in exercising any right does not constitute a waiver (either
wholly or in part) by a party of any particular right operate as a waiver of the
same or any other right of that party.
19. Preservation of existing rights
The expiration or termination of this Agreement does not affect any right that
has accrued to a party before the expiration or termination date.
20. Counterparts
This Agreement may be executed in any number of counterparts. All
counterparts taken together constitute one instrument.
21. Governing Law
The validity of this Agreement and of any of its terms or provisions as well as the
rights and duties of the parties hereunder shall be interpreted and construed
pursuant to and in accordance with the laws of the State of New South Wales
and the Commonwealth of Australia.
SCHEDULE
ITEM DETAILS
1. ADVERTISER Name:
ACN/ABN:
Address:
Attention:
2. TERM
3. ADVERTISING FEE
4. COMMENCEMENT DATE
5. ADVERTISEMENTS [Means five (5) advertisements per month
for the duration of the Term].
6. PAYMENT DATE/S [Means the Commencement Date] / [Means
each of the following dates:]
SIGNED as an AGREEMENT
SIGNED for and on behalf of SPEALS
AUSTRALIA PTY LTD (ACN 601 413
843) by:
Signature of signatory
Name of signatory
SIGNED for and on behalf of [INSERT
NAME OF ADVERTISER (ACN [XX])]
by:
Signature of signatory
Name of signatory
