Terms & Condtions

Terms & Conditions

1. AD MATERIAL AND PRINTING

1.1 You must provide us the Ad Material for approval no later than 5 business days prior to the booked period in the format we specify.

1.2 We shall not be liable for:

(a) our failure to comply with the Campaign start date if Ad Material is not received by the specified date or as otherwise agreed;

(b) your failure to comply with the requirements of uploading Ad Material.

(d) any error in Ad Material arising through the incorrect presentation or coding for the Ad Material.

(e) any proofing of the Ad Material. We accept no responsibility for any errors in print or image quality resulting from poor photography or artwork.

Any Campaigns that start late due to the late receipt of Ad Material will be billed in full, from the Campaign start date.

2. INSTALLATION

2.1 We shall make every reasonable effort to have the Ad Material installed and operational by the Campaign start date.

2.2 We shall not be responsible for:

(a) any installation delay caused by any act or thing beyond our reasonable control, including when bad weather renders installation unsafe or impracticable.

(b) We will not be responsible for any interruption to the electrical power supply to any Billboard and You will not be entitled to any rate abatement during the period of such interruption.

2.3 Where an installation delay is caused solely by us, we shall at our sole election offer either a pro rata abatement of the charges or to a pro rata extension to the display of the Ad Material on the Media Asset, or a combination of both.

3. ADVERTISING STANDARDS

3.1 If we consider Ad Material to be illegal or in breach of the Advertising Codes as issued by the Advertising Standards Authority ("ASA"), we may elect not to display the Ad Material, in which case the following will apply:

(a) We may refer the matter to the ASA for decision. If the ASA determines that the advertising is illegal or in breach of the Advertising Codes, you will be liable to us for

the full amount of the charges under this Contract, even if the Ad Material has not been displayed, and all costs incurred in referring the matter to the ASA.

(b) If we elect not to refer the matter to the ASA, no charges will be payable by you, but the Contract shall be at an end, and you shall have no further recourse against us (save for the refund of a pro-rata portion of the fee for our Services.

4. ACCEPTANCE OF ADVERTISEMENTS

4.1 We reserve the right, at our absolute discretion, to refuse to display Ad Material on the Media Asset or refuse to display Ad Material from a particular Client, for any reason whatsoever and at any time including after the provision of services have commenced.

4.2 If:

(a) You have paid in advance of supplying the Ad Material, and on review of the Ad Material We refuse to display it, we will provide you a refund.

(b) We have commenced the Services We decide to cease displaying the Ad Material, we may do so provided we provide a refund proportionate to the reduction of the Ad Material displayed on the relevant Media Asset.

Upon paying the refund under this clause to You this Contract shall be at an end.

5. MANAGEMENT OF MEDIA ASSETS

5.1 Competitor Advertisement Placement: We will endeavour to avoid back-to-back appearance of Ad Material featuring competitive Advertisers however we are under no obligation to do so.

5.2 Screen Downtime: We have no liability for any failure or delay in performing any obligation resulting from any condition beyond our control. For the avoidance of doubt, any downtime of the Media Asset for regular maintenance, upgrade or otherwise shall not constitute a breach of any obligation.

5.3 Short Display: Where Campaigns deliver less than 95% of Contracted plays our obligation is limited to extending the Campaign, for such time as is necessary to deliver plays that makegood that shortfall.

5.4 Special Events: At our discretion, some days of the year may be designated as a Special Event. For example, Race Day at Tauranga Racecourse. We may charge special rates during this period. If we notify you of a special event and the rates for that event you will have 48 hours after notification to elect:

(a) retain your booking, by paying the difference of the Special Event rate, or (b) cancel your booking on the affected Special Event dates without penalty.

6. CHARGES AND PAYMENT

6.1 Payment of all Credit account holders’ invoices must be made in full on or before the 20th day of the month following invoice date. Payment of all Cash account holder's invoices must be made in full on or before the 7 days detailed on the invoice, and in all cases prior to commencement of any booking.

6.2 All amounts are exclusive of Goods and Services Tax (GST) as defined in the Goods and Services Tax Act 1985 and GST shall be added to the costs of all Services.

6.3 You will pay all costs relating to:

(a) Installation, production and uploading of Ad Material.

(b) All costs incurred by us in recovering payment from you including (without limitation) all debt collector's fees or commissions, solicitors' fees and disbursements and company clerical costs.

(d) All costs associated with design, artwork and preparation of Ad Material for a Media Asset.

6.4 If payment is not made in full on or before the due date for payment, we may (without limiting any other right it may have):

(a) For cash account clients, terminate the Contract.

(b) For credit account clients, charge you default interest on the amount outstanding at the rate which is 3% above the overdraft rate charged by Our principal bankers (plus GST) compounded monthly from the due date for payment until payment is received by us and terminate this Contract and remove any Ad Material (provided however that Go Media will not be obliged to remove any Ad Material).

6.5 Any credit extended by us to you is at our sole discretion and can be cancelled at any time without notice.

7. CANCELLATIONS

7.1 If You wish to cancel all or part of this Contract:

(a) Not less than three months before the Campaign start date, you may:

(i) Re-book this Contract to re-start within two months of the original start date with no penalty (limited to one occasion); or

(ii) Cancel this Contract and pay the cancellation fee of 60 percent of the cost of the Services.

(b) At any other time, you agree to pay the cancellation fee of 100 percent of the cost of the Services.

7.2 All cancellation notices or requests must be made in writing and will not have effect until acknowledged by us in writing.

8. CLIENT WARRANTY AND INDEMNITY

8.1 You warrant that no part of any advertisement used on or in connection with this Contract will infringe the rights (including intellectual property rights) of any person or will fail to comply with the Advertising Codes or with any obligation imposed by law or equity. Our approval of any artwork or the display of any Ad Material on the Media Asset does not constitute a waiver of this warranty.

8.2 You indemnify us for all liabilities, losses, damages, costs, expenses, and charges which we may suffer or incur as a result of any breach of the warranty in this clause.

9. OUR LIABILITY

9.1 Except for any express warranty contained in this Contract, all warranties, descriptions, representations, or conditions whether implied by statute or otherwise by law, trade, custom or otherwise are expressly excluded to the fullest extent permitted by law.

9.2 We will not be liable in any event for any consequential, indirect, or special damage, loss or injury of any kind suffered by You (including but not limited to loss of profits or opportunity) in any circumstances whatsoever.

9.3 Our total liability to you is limited to any fees we have charged you for the provision of Services in the 3 months immediately prior to the breach leading to our liability.

9.4 We shall not be responsible for any failure or delay in the performance of this Contract where such failure arises out of any fire, act of God, industrial dispute, strike, lockout, curtailment of cessation of traffic ordered by local or central government, contractor negligence, carelessness or any other act or thing beyond our reasonable control.

10. GENERAL

10.1 Grant of Access and Removal: We have the right to remove Ad Material that is the subject of this Contract at any stage, if instructed to by an Authority. We will be entitled to cancel this Contract and You shall be entitled to an abatement of charges only for the remaining period of this Contract.

10.2 Deductions and set off: You may not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing at any time to us. We may deduct any amount owing by You from any amount owing by us to You.

10.3 Third-party commissions: We may receive commissions from third party suppliers for services provided to you. You consent to us receiving these commissions.

10.4 Consumer Guarantees Act 1993: You acknowledge that the Consumer Guarantees Act 1993 shall not apply to the Service provided by us to you.

10.5 Waiver: A waiver by any party of the obligations of the other party under this Contract will not prevent the subsequent enforcement of that party's rights and will not be treated as a waiver of any kind.

10.6 Assignment: We may assign our rights or obligations under this Contract to another party. You may only assign, transfer or sub-license its rights with our prior written consent.

10.7 Notices: Any notice must be served in accordance with the provisions of section 387 of the Companies Act 1993.

10.8 Entire Agreement: This Contract constitutes the entire agreement between the parties relating to its subject matter. No express or implied representation or promise given by our representative shall bind us unless contained or embodied in this Contract.

10.9 Severability: If any part of this Contract is or is likely to be in breach of the law, void or unenforceable, we may, at its option, elect to terminate this Contract immediately upon notice to You (and without any liability to You) or sever that part of the Contract from the remaining terms and conditions and in that case the remaining terms and conditions will apply and be enforceable as though the severed part had not been included in this Contract.

10.10 Amendment: We may amend these terms and conditions at any time.

11. Termination

11.1 In the event that:

(a) Any amount payable by You to us is overdue or in our opinion You are unlikely to be able to meet your payment or other obligations to us; or

(b) You breach any term of this Contract; or

(d) You become insolvent, have a receiver appointed in respect of all or some of your assets, make or are likely to make an arrangement with creditors or have a liquidator

(provisional or otherwise), receiver or statutory manager appointed,

then, in addition to and without prejudice to its other remedies we will be entitled to, in our absolute discretion:

(e) Terminate this Contract immediately.

(f) Require You to pay any costs of removal of Ad Material displayed under this Contract.

(g) Meet our costs in recovery of any amount due from you including legal costs on a solicitor and client basis.

11.2 Survival of Certain Terms: All indemnities given by You will survive termination or expiry of this Contract and termination or expiry will not affect Your obligation to comply with the provisions of this Contract.

12. Personal Guarantee

12.1 Where you are a company, limited liability partnership or incorporated society the director or authorised signatory signing these terms and conditions personally guarantees your full performance of your obligations and indemnifies us in relation to any loss we may suffer. We shall have no obligation to pursue you prior to making demand on the guarantor pursuant to this clause.

13. DEFINED TERMS:

13.1 In this Contract:

(a) Ad Material: means the digital media to be displayed on the Media Asset pursuant to this Contract

(b) Advertising Codes: means the Advertising Standards Code and the five sector Codes where advertisers are expected to take particular care; Alcohol, Children and Young People, Finance, Therapeutic and Health, and Gambling. These codes are subject to change and can be sourced from the Advertising Standards Authority.

(c) Authority: means anybody that has statutory and/or contractual rights to exercise control over our rights to display Ad Material on the Media Assets and includes (but is not limited to) local councils, landlords, Advertising Standards Authority, New Zealand Transport Authority, and regional councils.

(d) Campaign: means Media Asset or package of Media Assets booked on a single Contract.

(e) Contract: means this Contract and includes any schedule detailing specific Services included in the Campaign.

(f) Intellectual Property: means any intellectual property or other property of a creative, branding, or innovative nature, including (as an example but without limitation) trademarks, designs, copyright, methods of business of manufacture, and confidential information.

(g) Media Asset: means the Digital Screen at Fresh Choice Greerton.

(h) Services: means all services which are supplied by us under the Contract.

(i) You: means the person, firm, company, partnership, trust or entity entering into the Contract for the Campaign.

(j) We/Our/Us: means the [NAME OF COMPANY].