Advertising Terms and conditions

These terms apply to all advertising provided to any person (‘‘the advertiser’’) by The Spectator-Observer Partnership ABN 78 182 985 650. ‘the advertiser’ includes an advertiser on whose behalf Advertising is placed and any media company or agency that arranges the Advertising for its clients.

1. Publication of Advertising

1.1 Subject to these Terms, The Spectator-Observer Partnership will use its reasonable endeavours to publish (‘Advertising’) in the format and in the position agreed with the ‘the advertiser’. ‘Advertising’ includes images submitted for publication and content or information relating to published Advertisements.

1.2 ‘the advertiser’ grants The Spectator-Observer Partnership a worldwide, royalty-free, non-exclusive, irrevocable licence to publish, and to sub-licence the publication of, the Advertising in any form or medium, including print, online or other. ‘the advertiser’ warrants that it is authorised to grant The Spectator-Observer Partnership the licence in this clause 1.

2. Right to Refuse Advertising

2.1 Neither these Terms nor any written or verbal quotation by The Spectator-Observer Partnership represents an agreement to publish Advertising. An agreement will only be formed between The Spectator-Observer Partnership and ‘the advertiser’ when The Spectator-Observer Partnership accepts the Advertising in writing or generates a tax invoice for that Advertising.

2.2 The Spectator-Observer Partnership reserves the right to refuse or withdraw from publication any Advertising at any time without giving reasons (even if the Advertising has previously been published by The Spectator-Observer Partnership).

3. Right to vary Format, Placement or Distribution

3.1 The Spectator-Observer Partnership will use reasonable efforts to publish Advertising in the format and in the position requested by the ‘the advertiser’. However, The Spectator-Observer Partnership reserves the right to vary the placement of Advertising within a title or website or to change the format of Advertising (including changing colour to black and white).

3.2 The Spectator-Observer Partnership may distribute interstate or regional editions of a title without all inserts or classified sections.

3.3 Except in accordance with clause 12, The Spectator-Observer Partnership will not be liable for any loss or damage incurred by a ‘the advertiser’ arising from The Spectator-Observer Partnership’s failure to publish Advertising in accordance with a ‘the advertiser’’s request.

3.4 If The Spectator-Observer Partnership changes the press configuration for a publication, The Spectator-Observer Partnership reserves the right to shrink reduce in size or enlarge the Advertising by up to 10% ten per cent without further notice to ‘the advertiser’ or any change to rates.

4. Submission of Advertising

4.1 ‘the advertiser’ warrants to The Spectator-Observer Partnership that the publication of the Advertising does not breach or infringe:

(a) the Competition and Consumer Act (Cth) or equivalent State legislation;
(b) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right of an individual person, commercial entity, company or corporation;
(c) any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
(d) State or Commonwealth privacy legislation or anti-discrimination legislation;
(e) any financial services law as defined in the Corporations Act 2001 (Cth); or
(f) any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).

4.2 the ‘the advertiser’ warrants that if Advertising contains the name or photographic or pictorial representation of any living person and/or any copy by which any living person can be identified, the ‘the advertiser’ has obtained the authority of that person to make use of his/her name or representation or the copy.

4.3 Advertising containing contact details for the ‘the advertiser’ must contain the full name and street address of the ‘the advertiser’. A Post office box and email addresses alone are insufficient.

4.4 If a ‘the advertiser’ submits Advertising that looks, in The Spectator-Observer Partnership’s opinion, like editorial material, The Spectator-Observer Partnership may publish the Advertising under the heading ‘Advertising’ with a border distinguishing it from editorial.

4.5 The Spectator-Observer Partnership will not be responsible for any loss or damage to any Advertising material left in its control.

4.6 Advertising submitted electronically must comply with The Spectator-Observer Partnership’s specifications. The Spectator-Observer Partnership may reject the Advertising material if it is not submitted in accordance with such specifications.

4.7 Advertising material delivered digitally must include the The Spectator-Observer Partnership booking or material identification number.

4.8 If ‘the advertiser’ is a corporation and the Advertising contains the price for consumer goods or services, ‘the advertiser’ warrants that the Advertising complies with the component pricing provisions of the Competition and Consumer Act (Cth) and contains, as a single price, the minimum total price to the extent quantifiable at time of the Advertising.

4.9 ‘the advertiser’ must not resell Advertising space to any third party without The Spectator-Observer Partnership’s consent.

4.10 If Advertising promotes a competition or trade promotion, ‘the advertiser’ warrants it has obtained all relevant permits and indemnifies The Spectator-Observer Partnership against any loss in connection with the Advertising.

5. Classified Advertising

5.1 The Spectator-Observer Partnership will publish classified Advertising under the classification heading it determines is most appropriate. These headings are for the convenience of readers. The Spectator-Observer Partnership will publish classified display Advertising sorted by alphabetical caption and, where space permits, with related line Advertising.

6. Online Advertising

6.1 For online banner and display Advertising, ‘the advertiser’ must submit creative materials and a clickthrough URL to The Spectator-Observer Partnership at least 3 working days (5 working days for non-gif material) or within such other deadline advised by The Spectator-Observer Partnership at its discretion before publication date. The Spectator-Observer Partnership may charge ‘the advertiser’ for online Advertising cancelled on less than 30 days notice or if creative materials are not submitted in accordance with this clause 6.1.

6.2 All online Advertising (including rich media) must comply with The Spectator-Observer Partnership’s advertising specifications.

6.3 The Spectator-Observer Partnership will measure online display and banner Advertising (including impressions delivered and clicks achieved) through its ad-serving systems. Results from ‘the advertiser’ or third party ad-servers will not be accepted for the purposes of The Spectator-Observer Partnership’s billing and assessment of Advertising.

6.4 The Spectator-Observer Partnership is not liable for loss or damage from an internet or telecommunications failure.

6.5 ‘the advertiser’ acknowledges that The Spectator-Observer Partnership may at its discretion include additional features or inclusions such as third party advertisements within online classified Advertising.

7. Errors

7.1 ‘the advertiser’ must promptly check proofs of Advertising (if provided to the ‘the advertiser’ by The Spectator-Observer Partnership) and notify The Spectator-Observer Partnership of any errors in the proofs or in published Advertising.

7.2 The Spectator-Observer Partnership does not accept responsibility for any errors submitted by the ‘the advertiser’ or its agent, including errors in Advertising placed over the telephone.

7.3 ‘the advertiser’ must send any claim for credit or republication in writing to The Spectator-Observer Partnership no later than 7 days after the date of publication of the Advertising.

8. Advertising Rates and GST

8.1 The ‘the advertiser’ must pay for Advertising, unless otherwise agreed, at the casual ratecard rate. Ratecard rates may be varied at any time by The Spectator-Observer Partnership without notice. ‘the advertiser’ must pay GST at the time it pays for Advertising. The Spectator-Observer Partnership will provide a tax invoice or adjustment note (as applicable).

8.2 Eligibility for discounts or rebates will be based on the ‘the advertiser’’s GST-exclusive advertising spend.

9. Credit and ‘the advertiser’ Accounts

9.1 The Spectator-Observer Partnership may grant, deny or withdraw credit to a ‘the advertiser’ at any time in its discretion. ‘the advertiser’ must ensure that its ‘the advertiser’ account number is available only to those employees authorised to use it. ‘the advertiser’ acknowledges it will be liable for all Advertising placed under ‘the advertiser’’s account number.

10. Payment

10.1 The ‘the advertiser’ must pre-pay for Advertising if required by The Spectator-Observer Partnership. If Advertising is on account, payment must be within 7 days of date of the invoice or, for certain Rural Press publications, within 21 days of the end of the month in which the invoice is issued. If a commercial account has been established with The Spectator-Observer Partnership, payment must be within 30 days of invoice date.

10.2 If ‘the advertiser’ fails to provide the copy for a booking by publication deadline, ‘the advertiser’ will be charged unless a cancellation is approved by The Spectator-Observer Partnership. If The Spectator-Observer Partnership accepts Advertising after the deadline, it will be deemed out of specification. ‘the advertiser’ has no claim against The Spectator-Observer Partnership for credit, republication or otherremedy for out of specification Advertising.

10.3 ‘the advertiser’ must pay the full price for Advertising even if The Spectator-Observer Partnership varied the format or placement of the Advertising or if there is an error in the Advertising, unless the error was The Spectator-Observer Partnership’s fault. ‘the advertiser’ must pay its electronic transmission costs.

11. Failure to Pay and Other Breach

11.1 If ‘the advertiser’ breaches these terms, fails to pay for Advertising or suffers an Insolvency Event (defined in clause 11.2), The Spectator-Observer Partnership may (in its discretion and without limitation):

(a) cancel any provision of credit to ‘the advertiser’;
(b) require cash pre-payment for further Advertising;
(c) charge interest on all overdue amounts at the rate 2% above the NAB Overdraft Base Rate;
(d) take proceedings against the ‘the advertiser’ for any outstanding amounts;
(e) recover The Spectator-Observer Partnership’s costs including mercantile agency and legal costs on a full indemnity basis;
(f) cease publication of further Advertising or terminate an agreement for Advertising not published;
(g) exercise any other rights at law.

11.2 A ‘the advertiser’ suffers an ‘Insolvency Event’ if:

(a) ‘the advertiser’ is a natural person and commits an act of bankruptcy; or
(b) ‘the advertiser’ is a body corporate and cannot pay its debts as and when they fall due or enters an arrangement with its creditors other than in the ordinary course of business or passes a resolution for administration, winding up or liquidation (other than for the purposes of reorganisation or reconstruction); or has a receiver, manager, liquidator or administrator appointed to any of its property or assets or has a petition presented for its winding up.

11.3 The Spectator-Observer Partnership may withhold any discounts or rebates if ‘the advertiser’ fails to comply with its payment obligations.

11.4 A written statement of debt signed by an authorised employee of The Spectator-Observer Partnership is evidence of the amount owed by the ‘the advertiser’ to The Spectator-Observer Partnership.

12. Liability

12.1 The ‘the advertiser’ acknowledges that it has not relied on any advice given or representation made by or on behalf of The Spectator-Observer Partnership in connection with the Advertising.

12.2 The Spectator-Observer Partnership excludes all implied conditions and warranties from these terms, except any condition or warranty (such as conditions and warranties implied by the Competition and Consumer Act and equivalent State acts) which cannot by law be excluded (‘Non-excludable Condition’).

12.3 The Spectator-Observer Partnership limits its liability for breach of any Non-Excludable Condition (to the extent such liability can be limited) and for any other error in published Advertising caused by The Spectator-Observer Partnership to the re-supply of the Advertising or payment of the cost of re-supply (at The Spectator-Observer Partnership’s option).

12.4 Subject to clauses 12.2 and 12.3, The Spectator-Observer Partnership excludes all other liability to the ‘the advertiser’ for any costs, expenses, losses and damages incurred in relation to Advertising published by The Spectator-Observer Partnership, whether that liability arises in contract, tort (including by The Spectator-Observer Partnership’s negligence) or under statute. Without limitation, The Spectator-Observer Partnership will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.

12.5 The ‘the advertiser’ indemnifies The Spectator-Observer Partnership and its officers, employees, contractors and agents (the ‘Indemnified’) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising from the ‘the advertiser’’s breach of these Terms and any negligent or unlawful act or omission of the ‘the advertiser’ in connection with the Advertising.

13. Privacy

13.1 The Spectator-Observer Partnership collects a ‘the advertiser’’s personal information to provide the Advertising to the ‘the advertiser’ and for invoicing purposes. The Spectator-Observer Partnership may disclose this personal information to its related bodies corporate, to credit reporting agencies and other third parties as part of provision of the Advertising and for overdue accounts, to debt collection agencies to recover amounts owing.

13.2 The Spectator-Observer Partnership provides some published Advertising to third party service providers. Where such Advertising contains personal information, ‘the advertiser’ consents to the disclosure of their personal information in the advertising to third parties and to the personal information being republished by a third party.

13.3 ‘the advertiser’s may gain access to their personal information by writing to the Privacy Officer, PO Box 416, Hamilton VIC 3300.

14. Confidentiality

14.1 Each party will treat as confidential, and will procure that its advertising agents, other agents, and contractors (‘Agents’) treat as confidential and will not disclose, unless disclosure is required by law:

(a) the terms of this Agreement (including terms relating to volumes and pricing);
(b) information generated for the performance of this Agreement, including all data relating to advertising schedules, budgets, forecasts, booked advertising, prices or volumes;
(c) any other information that ought in good faith to be treated as confidential given the circumstances of disclosure or the nature of the information;
(d) any information derived wholly or partly for any information referred to in (a) to
(c) above;
Each party agrees to take all reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of the confidential information by or on behalf of itself or any third party.

15. General

15.1 These Terms, with any other written agreement, represent the entire agreement of the ‘the advertiser’ and The Spectator-Observer Partnership for Advertising. They can only be varied in writing by an authorised officer of The Spectator-Observer Partnership. No purchase order or other document issued by the ‘the advertiser’ will vary these Terms.

15.2 The Spectator-Observer Partnership will not be liable for any delay or failure to publish Advertising caused by a factor outside The Spectator-Observer Partnership’s reasonable control (including but not limited to any act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).

15.3 The Spectator-Observer Partnership may serve notice on ‘the advertiser’ by post or fax to the last known address of the ‘the advertiser’.

15.4 These Terms are governed by the laws of the State in which the billing company for the Advertising is located and each party submits to the non-exclusive jurisdiction of that State.