Advertising Terms & Conditions
These terms and conditions (‘Terms’) apply to any promotional products and services, including but not limited to authoring content for use in promotions (‘Promotional Content’), that Urban List Pty Limited (ACN 142 505 897) (‘Provider’) provides to any person (‘Promoter’) on or in connection with TheUrbanList.com (‘Site’).
1. Every Promoter who submits the Urban List Order Form (‘Order Form’) for promotions in connection with or related to the Site (‘Services’) agrees to these Terms.
2. The contract between the Promoter and Provider for Services is based on the:
a) Order Form;
b) Proposal provided ('Proposal');
c) document entitled Guidelines, which sets out conditions in respect of acceptable Promotional Content (‘Guidelines’);
d) tax invoice issued by the Provider in respect of the Services (‘Tax Invoice’); and
3. The nature, type, placement and frequency (as applicable) of the Promotional Content forming the Services from time to time will be set out in the Order Form, Guidelines, Tax Invoice and relevant Proposal.
4. The Tax Invoice issued by the Provider to the Promoter on the basis of the Order Form provided by the Promoter constitutes the Provider’s acceptance of the Promoter’s offer, and will determine the price for the Services.
5. No Terms or verbal quotation by the Provider represent an offer for Services.
6. A binding contract in relation to an Order Form will only be formed between the Provider and a Promoter when the Provider receives funds in respect of the Tax Invoice within the timeframe specified by the Provider.
7. The Provider will not be subject to any contractual obligation in respect of Services arising from these Terms until the Promoter has provided funds to the Provider in accordance with the Tax Invoice.
8. To the extent of any inconsistency between the Order Form and Tax Invoice, the Tax Invoice will take precedence.
9. The Provider may change the Terms at any time without notice to any prospective Promoter but in any case, amended Terms will be attached to or included with each Order Form.
10. Changes to the Terms will apply to contracts formed for Services after the date the change becomes effective, and on each submission of an Order Form.
1. The Provider may provide services to the Promoter outside those described in the Order Form (‘Extra Services’). Such Services will be clearly designated as “Extra Services” or similar, and will be invoiced separately by the Provider.
2. A written outline of Extra Services by the Provider (‘Scope’) and these Terms form the basis of the contract between the Provider and the Promoter for Extra Services.
3. A binding contract in relation to Extra Services will be formed between the Provider and a Promoter when the Promoter requests the Provider to proceed in respect of a Scope.
TERMINATION BY PROVIDER
1. Even if a contract has been formed in accordance with these Terms, the Provider reserves the right to withdraw from or cancel the contract at any time, at its absolute discretion, without giving reasons, even if Promotional Content has already been published on the Site or sent to recipients electronically (‘Published or Publish’).
2. If the Provider withdraws from or cancels the contract in this manner, the Promoter will receive a full refund.
3. The Provider will not be liable for any costs or damage (including any consequential loss) incurred by the Promoter in connection with its withdrawal or cancellation of a contract.
FINALIZING PROMOTIONAL CONTENT
1. The Promoter undertakes to promptly (and before Promotional Content has already been Published):
a) review and sign the 'Campaign Outline' document, confirming dates and key milestones for the Promotional Content;
b) check any draft Promotional Content provided to it by the Provider;
b) notify the Provider of any errors in such Promotional Content; and
c) and otherwise confirm the final proof of any Promotional Content
2. Any materials submitted to the Provider by the Promoter for inclusion in the Promotional Content must comply with the Guidelines.
3. The Provider reserves the right to reject any materials provided by the Promoter if it does not comply with the Guidelines.
4. Promotional Content must be approved by the Provider (and agreed between the Promoter and the Provider) no less than 5 Business Days before the date the Promotional Content is Published.
5. If any content is inserted into the Promotional Content, the date it is Published will be no less than 5 Business Days after that insertion.
6. The Provider will not compensate the Promoter for any damage or loss caused by a third party who is involved in creating or operating Promotional Content Published on the Site.
7. If the Promoter does not deliver materials required for the promotional content to the Provider by the agreed upon due dates, the Promoter is not obliged to change the agreed campaign dates, and the Promoter will forfeit the opportunity to feature on site.
PUBLICATION OF ADVERTISEMENTS
1. The Promoter grants the Provider a worldwide, royalty-free, nonexclusive, irrevocable licence to Publish, and to sub-licence the publication of, the Promotional Content. The Promoter represents and warrants that it has the right and authority to grant the Provider the licence referred to in this clause.
2. The Provider will use its reasonable endeavours to Publish Promotional Content in accordance with the Promoter’s instructions, subject to space availability and technical limitations.
3. The Provider will use its reasonable endeavours to Publish Promotional Content on one of the dates specified by the Promoter on the Order Form, subject to availability.
4. The size of the Promotional Content Published on the Site will be in accordance with the specifications described on the Order Form or Product Profiles, as the case may be.
5. The Provider reserves the right to place and position Promotional Content on the Site at its absolute discretion.
6. The Provider may, at its absolute discretion, decline to Publish any Promotional Content without giving any reason. If the Provider declines to Publish the Promotional Content, no fee will be charged to the Promoter and any funds received by the Provider in respect of the declined Promotional Content will be refunded.
7. If, in the opinion of the Provider, publication of the Promotional Content would be:
b) in breach of any law;
c) in breach of any agreement that the Provider has with any third party; or
d) in breach of any third party's rights;
the Provider may amend the Promotional Content in any way whatsoever without any prior notification to the Promoter.
8. If the Provider exercises its right to amend the Promotional Content as outlined above, this will not reduce the amount payable to the Provider by the Promoter in respect of the Services or Extra Services provided, or give rise to any claim against the Promoter.
9. The Promoter must promptly notify the Provider of any errors in the Promotional Content after publication on the Site.
10. The Provider does not accept any responsibility for any errors in Promotional Content published on the Site.
11. The Provider will not be liable for any costs, expenses, losses or damages suffered or incurred by the Promoter arising from the Provider’s failure to Publish Promotional Content on the Site in accordance with the Promoter’s requests.
12. The Provider may label or title, with graphics or text, any Promotional Content as an advertisement or sponsored material at its absolute discretion, to distinguish the Promotional Content from other content on the Site.
13. The Provider make no warranties or guarantees, implied or express, as to the ongoing availability of the Site, and reserves the right to make it unavailable from time to time as is reasonably required for maintenance and updates.
14. The Promoter agrees that the Provider is not liable for any loss or damage that it may incur by not being able to access this Site or parts of it, or as a result of the Site not being publicly available, when it is undergoing maintenance and updates. If for any reason an electronic communication (as part of the Promotional Content) fails, the Promoter is not liable for any loss or damage as a result.
15. If a Promoter wishes to make a claim for any remedy in respect of the Services or Extra Services, the Promoter must send the claim in writing to the Provider no later than 10 Business Days after the first day on which the Promotional Content is Published.
16. The Provider will not be liable for any delay or failure to publish Promotional Content caused by a factor outside the Provider’s reasonable control (including but not limited to any Act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).
1. Promoters may be entitled to correspond with users of the Site in an online forum and use a comment application on the Site in respect of published Promotional Content and other businesses whose details are available on the Site who may not be advertisers (‘Forum’).
2. The Promoter agrees that it uses the Forum at its own risk, and agrees that the Provider is not responsible for the conduct or activities of any other user of the Forum.
3. The Promoter may remove any allegedly illegal or contentious content posted to and available on the Forum at its discretion. The Provider reserves the right, at its absolute discretion, to remove, amend, edit or in any other way change any post or upload by a Promoter to a Forum.
4. The Provider makes no warranties as to the accuracy of any content posted by any user of the Forum, and will accept no liability for errors or omissions in general.
5. By posting or uploading material to the Forum, the Promoter grants the Provider a world-wide, non-exclusive, unlimited and irrevocable right to use, publish, market, advertise or otherwise promote the content (including any intellectual property contained in it) that it posts.
6. In respect of any content that the Promoter uploads to the Forum, the Promoter warrants that it is:
a) to the best of its knowledge, accurate;
b) compliant with these Terms;
c) free of any computer virus or malicious code;
d) not false, defamatory, misleading or illegal; or
e) not uploaded or published in breach of the intellectual property rights of any third party.
7. The Promoter agrees that it is liable for and indemnifies the Provider against any and all liability, loss, costs and expenses arising from or incurred in connection with its breach of any warranties in connection with the Forum.
8. If there is a dispute between the Promoter and another user of the Forum, the Promoter must report the dispute to the Provider so that it may investigate and assist in the resolution of the dispute (where possible).
1. The Promoter must complete the membership registration process to participate in the Forum.
2. The Promoter warrants that:
a) the information it provides during the membership registration process is accurate and complete in all respects;
b) it will only represent itself and will not create false aliases or impersonate any other person (with or without their consent) while using the Site.
3. The Promoter is solely responsible for:
a) keeping its username and password secure; and
b) the use of its account, irrespective of who is using it, even if it is used without the Promoter’s permission.
4. The Promoter indemnifies the Provider against any and all liability, loss, costs and expenses arising from or incurred in connection with unauthorised access to its account.
1. If any dispute arises between the Promoter and the Provider in connection with this agreement (‘Dispute’), then either party may notify the other of the Dispute with a notice (‘Dispute Notice’) which:
a) Includes, or is accompanied by, full and detailed particulars of the Dispute; and
b) is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
2. Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the Promoter and Provider must meet and seek to resolve the Dispute.
3. Subject to this section, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
4. Nothing in this section prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
5. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under these Terms and any related agreements.
PAYMENT FOR SERVICES
1. The rate for the Services is set out in the Tax Invoice, or as the Provider subsequently notifies the Promoter in writing.
2. The Promoter must pay for all Services before the Promotional Content is Published.
3. Any cancellation of the contract by the Promoter will be subject to a minimum cancellation fee of 100% of the money paid by the Promoter for the Services.
PAYMENT FOR EXTRA SERVICES
1. The rate for Extra Services is as the Provider notifies the Promoter in writing in the Scope, or if not notified, at its normal rates for the Extra Services.
2. The Provider will invoice the Promoter for Extra Services, and the Promoter must pay for the Extra Services within 5 Business Days of the date of the tax invoice.
3. If the Promoter fails to pay the Provider on the due date for payment, the Provider will:
a) charge the Promoter interest on the overdue amount at the rate 2% above the National Australia Bank Overdraft Base Rate;
b) immediately cancel any other contract in effect with the Promoter without any obligation to refund the Promoter any money in respect of the cancellation, even if the Promotional Content has not been published on the Site;
c) initiate proceedings against the Promoter to recover the overdue amount; and
d) have the right to recover all costs in relation to any action taken against the Promoter to recover overdue amounts, including but not limited to legal costs and outlays on a full indemnity basis.
1. All rates quoted for Services and Extra Services by the Provider are exclusive of GST unless expressly stated otherwise.
2. The Promoter is liable for any applicable GST in respect of the Services and Extra Services supplied by the Provider.
1. The Promoter warrants and represents to the Provider that the Promotional Content and the publication by the Provider of the Promotional Content does not breach or infringe:
a) The Competition and Consumer Act 2010 (Cth) or Fair Trading Acts (State) or equivalent legislation;
b) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
c) any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
d) State or Commonwealth anti-discrimination legislation;
e) the Privacy Act (Cth);
f) any financial services law as defined in the Corporations Act 2001 (Cth); or
g) any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
2. The Promoter further warrants and represents that if:
a) the Promotional Content that 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 Promoter has obtained the authority of that person to make use of his/her name or representation or the copy;
b) the Promotional Content contains the price for consumer goods or services, the Promotional Content 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 the time of publication of the Promotional Content on the Site; and
c) the Promotional Content promotes a competition or trade promotion, the Promoter has obtained all relevant permits and indemnifies the Provider against any loss in connection with the Promotional Content.
1. By submitting, authorising or approving the publication of Promotional Content on the Site, the Promoter indemnifies the Provider and its directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the publication of the Promotional Content.
2. Without limiting the generality of the above, the Promoter indemnifies the Provider and its officers, employees, contractors and agents (the ‘Indemnified’) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising directly or indirectly from the Promoter’s breach of these Terms and any negligent or unlawful act or omission of the Promoter in connection with the Services, Extra Services or the Promotional Content.
1. The Promoter acknowledges that it has not relied on any advice given or representation made by or on behalf of the Provider in connection with entering a contract for the Services or Extra Services, except those made in writing by the Provider, which are qualified under this clause.
2. The Provider has no liability to the Promoter, and the Promoter indemnifies the Provider, in relation to any failure of telecommunications services or systems, which affect the Provider’s receipt of the Promoter’s communications or the publication of the Promotional Content on the Site.
3. The Provider 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 2010 (Cth) and equivalent State acts), which cannot by law be excluded (‘Non Excludable Condition’).
4. Subject to the application of any Non Excludable Condition, the Provider excludes all other liability to the Promoter for any costs, expenses, losses and damages suffered or incurred directly or indirectly by the Promoter in connection with these Terms, Services or Extra Services, whether that liability arises in contract, tort (including by the Provider’s negligence) or under statute. Without limitation, the Provider will in no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
5. Where a Non Excludable Condition is deemed to apply, the Provider limits its liability for any breach to the re-supply of the Services or Extra Services affected by the breach, or the payment of the cost of such re-supply, which is to be at the Provider’s option.
1. Each Party will treat as confidential, and procure that its officers, employees, contractors and agents treat as confidential and will not disclose, unless disclosure is required by law:
a) the terms of any contract formed pursuant to these Terms (including but not limited to any information contained in the Order Form, Product Profiles or Guidelines; or
b) information generated for the performance of any contract arising from these Terms; and
c) any information derived wholly or partly from information described in this clause.
2. Each party agrees to take all reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of confidential information of other party (although this does not apply to the Provider in relation to the Forum).
1. The Provider collects a Promoter’s information for the purposes of providing the Services, Extra Services and invoicing. The Provider may disclose this information to its related companies, to credit reporting agencies and other third parties as part of provision of the Services and Extra Services. Where a Promoter has an overdue account, the Provider may disclose personal information to debt collection agencies or its legal advisers to recover the amount due.
1. Each communication (including each notice, consent, approval, request and demand) under or in connection with a contract arising from these Terms (‘Communication’) must be in writing.
2. The Promoter and Provider may serve any Communication to each other by sending it in an email to the contact details provided by the Promoter and Provider on the Order Form.
3. A Communication by email will be taken to have been received by the addressee 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address.
1. These Terms, the Order Form, the Product Profiles and Guidelines, and where applicable, the Scope, together with any other written agreement between the Provider and the Promoter relating to these Terms, represent the entire agreement of the Provider and the Promoter in relation to the Services or Extra Services.
2. The Promoter will pay all stamp duties and any related taxes, fines and penalties in respect of the performance of any contract arising from these Terms.
3. The contract arising from these Terms cannot be varied, except in writing by an authorised officer of the Provider. No purchase order or other document issued by the Promoter will vary these Terms, or be considered when considering the terms of a contract between the Provider and the Promoter.
4. The Promoter cannot assign, novate or otherwise transfer any of its rights or obligations under any contract arising from these Terms without the prior written consent of the Provider.
5. The Provider may assign, novate or otherwise transfer any of its rights or obligations under any contract arising from these Terms to a third party without notice to, or the prior consent of, the Promoter, but if the Provider requires, the Promoter will sign any documents to give effect to an assignment, novation or transfer by the Provider under this clause.
6. If more than one party contracts with the Provider under these Terms as “Promoter”, the term “Promoter” refers to each of them, and the obligations of the Promoter under these Terms bind them, jointly and severally, and any obligation or a liability assumed by more than one Promoter binds them jointly and severally.
7. The laws of the state of Queensland govern these Terms and each party submits to the non-exclusive jurisdiction of the courts of the relevant State.
8. No right of the Provider will be deemed waived and no breach excused unless such waiver or consent is provided in writing
9. The relationship between the Provider and the Promoter under any agreement arising from these Terms does not form a joint venture or partnership.
10. All content on the Site is the copyright of the Provider. Without the express written permission of the Provider, the Promoter will not:
a) replicate all or part of the Site in anyway; or
b) incorporate all or part of the Site in any other webpage, site, application or other digital or non-digital format.