Terms and Conditions

ADVERTISING TERMS AND CONDITIONS

Real Life Media Pty Limited ABN 18 649 148 470

The Publisher (Real Life Media Pty Ltd) and you, (The Client) wish to enter into an agreement regarding sampling, advertising, content integration and creative services via Real Life Media, our mobile sites, our applications, our social media accounts, products and the services supplied by our third-party partner businesses.

This Agreement together with Annexures constitutes the entire agreement between the parties and replaces any previous discussions, communications or documents concerning the supply of the Services.

By signing the attached Insertion Order, you hereby agree to the below Terms and Conditions.

  1. 1  DEFINITIONS The Publisher means Real Life Media Pty Ltd
    The Client means any person, Media Agency, PR Agency, Firm, Representative or Organisation placing advertising or booking services with the Publisher.
  2. 2  INCORPORATION These terms (together with the Insertion Order, Critical Path Document and Specifications Document) constitute the entire agreement in connection with each supply of Services. All other express or implied terms, including The Client’s terms, are excluded to the extent permitted by law. No variation to these terms binds The Publisher unless expressly and specifically agreed in writing by The Publisher and The Client.
  3. 3  QUOTATIONS Any written or verbal quotation provided by The Publisher to The Client, whether in the form of a media kit, email communication or otherwise, does not constitute a contractual offer.
  4. 4  BOOKING PROCESS If The Client requests The Publisher to provide Services, then:

4.1 Following execution of the Agreement, The Publisher will supply a Critical Path outlining key dates for each party to supply and approve material, Specifications Documents and Campaign Briefing Documents where relevant.

5 CANCELLATION

  1. 5.1  The Client may cancel all or part of a booking without penalty provided that The Client gives at least 45 days’ notice before the first day of the Campaign Launch Date.
  2. 5.2  If notice is between 30- and 45-days’ notice prior to the Campaign Launch Date, the booking will nonetheless be billed as booked by The Publisher and The Client will be charged the full Fees outlined in the Insertion Order.
  3. 5.3  If The Client cancels with between 30 and 45 days’ notice, The Publisher will bill the Insertion Order as booked and The Client will be liable to pay the full amount of Fees owed. The Publisher will issue a Value Credit equivalent to the Total Fees paid by The Client up to and including the date of cancellation. All Value Credits must be used within three (3) months of the issue date, or they will be forfeited by The Client. The Client agrees to alert The Publisher to the redemption of any Value Credit at the time of completing a new Insertion Order for

Services.

  1. 5.4  If notice is less than 30 days, the full amount paid up to and including the date of cancellation will be forfeited and no compensation or Value Credits will be supplied. The booking will be billed according to the terms of the original signed Insertion Order.
  2. 5.5  Regardless of the Period of Notice The Client has provided The Publisher, if The Client cancels any Insertion Order for Creative Services The Publisher will charge for any production costs and charges The Publisher has incurred up to and including the date of the cancellation.
  3. 5.6  If The Publisher fails to issue an Insertion Order relating to a request for Services but provide the Services requested, these terms bind The Client as if a Booking had been made.

6 CREATIVE SERVICES

  1. 6.1  Where, in connection with the provision of the Services, The Publisher provides creative services to The Client, The Client acknowledges that The Publisher does so as agent for The Client and The Client:
    1. a)  is solely responsible for; and
    2. b)  provides the warranties set out in these terms in relation to, any Advertising Material which is the product of such creative services, including its compliance with applicable laws, regulations and codes of conduct.
  2. 6.2  The Client must provide to The Publisher any text, images or logos that The Client wants included in Advertising Material created by The Publisher at The Client’s cost within the timeframes required by The Publisher and agreed to by The Client.

7 RATES AND PAYMENT

  1. 7.1  The applicable rate for any Booking is the rate specified in the Insertion Order (or, in the absence of an Insertion Order, the rate card for the applicable as of the date of the request for Services). The Client must pay The Publisher the fee for a Booking prior to the Cancellation Date unless The Publisher has extended credit to The Client, in which case The Client must pay The Publisher the fee for a Booking within 45 days of the invoice date for all agency Bookings and 7 days of the invoice date for all direct Bookings. The Publisher may cancel a Booking if The Publisher has not received the fee for that Booking by the applicable payment date.
  2. 7.2  The Client must pay the production costs for any Advertising Material at The Publisher’s standard rates from time to time where production costs are incurred on behalf of The Client.
  3. 7.3  All The Publisher rates or costs are exclusive of any applicable GST. The Publisher will issue a tax invoice to The Client in relation to any supply that is subject to GST. The amount of GST payable by The Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms “GST”, “supply” and “tax invoice” used in this paragraph has the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  4. 7.4  The Publisher may charge interest on any overdue payments at an annual rate equal to 2% per annum above the 90 day dealers bill rate (to accrue from day to day).

8 CONDITIONS RELATING TO SERVICES

  1. 8.1  The Publisher makes no warranties in relation to proximity of Advertising Material relative to Advertising Material relating to competing products or services, unless otherwise agreed in writing.
  2. 8.2  The Client must not insert any data tracking or collection device (including any tag, code, cookie or pixel) into Advertising Material unless agreed to by The Publisher.

8.3 The Client agrees that The Publisher may from time to time use published and publicly available information relating to the campaign, as well as broad topline campaign outcomes, in industry case studies once the Campaign Term has finished and the Campaign is no longer in market.

9 ADVERTISING MATERIAL

  1. 9.1  The Client must lodge Advertising Material as per supplied Critical Path, Specifications Document and Campaign Briefing Document.
  2. 9.2  Failure of The Client to adhere to asset, sample delivery and approval deadlines, as outlined in the Critical Path will result in a delay between the scheduled date and the date the advertising campaign goes live. The Publisher reserves the rights to void any category exclusivity agreements for the campaign period if live dates are missed.
  3. 9.3  Alternatively, The Publisher may, at its sole discretion:
    1. a)  use Advertising Material previously provided by The Client;
    2. b)  extend the campaign end date set out in the Proposal, and, in all circumstances set out above, The Publisher remains entitled to the full payment for the Booking;
    3. c)  reduce the number of impressions on a pro-rated daily estimate based on the total impressions set out in the Insertion Order; or
    4. d)  cancel the Booking.
  4. 9.4  As part of the approval process The Client may make one round of changes before approving final amended creative. Should The Client wish to make further changes, additional production fees will apply.

10 WARRANTIES

  1. 10.1  The Client warrants to that Advertising Material lodged with The Publisher (whether or not The Publisher provided creative services in relation to that Advertising Material):
    1. a)  complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;
    2. b)  complies with any standard, guideline or requirement specified by The Publisher and notified to The Client from time to time;
    3. c)  does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;
    4. d)  is not false or misleading and is true in substance and in fact;
    5. e)  without limiting the above, does not infringe the Competition and Consumer Act 2010 (Cth) or the Fair Trading Act 1986 (NZ) or the Therapeutic Goods ACT 1989 (Cth), the Therapeutic Goods Regulations, the Therapeutic Goods Advertising Code or similar laws, regulations and codes operating in Australia or New Zealand; and
    6. f)  does not contain anything which may give rise to any cause of action by a third party against The Publisher, including material that is defamatory or obscene or that otherwise causes injury or damage to any person.
  2. 10.2  The Client warrants to The Publisher that, in respect of each Booking, The Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to The Client’s dealings with The Publisher.

11 INDEMNITY

11.1 The Client indemnifies The Publisher, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense or cost, suffered or incurred, whether directly or indirectly, by The Publisher, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by The Client of these terms (including the warranties set out in these terms) or otherwise (including in connection with recovering any amounts owed to The Publisher by The Client) arising from publication of Advertising Material, cancellation of or failure to publish any Advertising Material or otherwise in connection with provision of the Services.

12 LIABILITY

  1. 12.1  The Publisher (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by The Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving, whether caused by negligence or otherwise and whether or not The Publisher was aware or should have been aware of the possibility of such damage.
  2. 12.2  To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. Liability of The Publisher for any breach of a term, whether implied by law or otherwise, is limited, at The Publisher’s option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Services (or part thereof) supplied again.
  3. 12.3  The Publisher is not liable for any delay or failure to perform the Services that is due to any force majeure, including but not limited to natural disaster, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any other event not within the reasonable control of The Publisher.

13 CREDIT

13.1 At the time at which it makes any request for Services, The Client warrants that it is solvent and able to pay all of its debts as and when they fall due and The Client must inform The Publisher of any facts which might reasonably affect any decision to provide the Services and/or grant credit.

14 TRIAL AND REVIEW CAMPAIGNS, SAMPLING AND USER GENERATED CONTENT

This includes:

TRIAL AND REVIEW CAMPAIGNS, or distribution of product Samples and/or service trials on behalf of The Client for the express outcome of generating independent reviews by the Real Life Media community members to be posted on Real Life Media and WOM Network websites and shared via social media;

SAMPLING, or distribution of product Samples on behalf of the The Client; and

USER GENERATED CONTENT (UGC), REVIEWS & ‘RATE IT’ CAMPAIGNS, or campaigns designed to generate product/service reviews and User Generated Content using The Client products/services for publishing on Real Life Media and WOM Network websites and shared via social media.

  1. 14.1  Risk in the Samples remains with the Client at all times.
  2. 14.2  The Client warrants that:
    1. a)  the Product Sample is safe and does not contain any harmful, illegal or noxious materials;
    2. b)  The Client has obtained all rights and licenses necessary for The Client to provide the Samples to The Publisher;

c) the Product complies with all laws and applicable industry codes and does not breach any provision of the Competition and Consumer Act 2010 (Cth) or other consumer protection legislation;

  1. d)  the Samples will, in their formulation, application and expected results, be consistent with the Product as generally distributed to the public; and
  2. e)  the Samples will be properly packaged, labelled and intact.
  1. 14.3  The Client must:
    1. a)  notify The Publisher of any special handling and usage requirements for the Samples; and
    2. b)  deliver the Samples in accordance with The Publisher’s requirements, including delivery address, delivery deadlines and form of packaging.
  2. 14.4  The Publisher may suspend or terminate the Product Trial if it considers any false warranties under Clause 8 and/or it considers the continued conduct of the Sampling may harm its reputation or the reputation of any of its associated brands.
  3. 14.5  The Publisher makes no representation or warranty as to:
    1. a)  the number of reviews generated during the course of the Campaign;
    2. b)  the content of any such reviews being positive; or
    3. c)  The moderation of reviews outside the guidelines specified in our general Website Terms & Conditions unless specific moderation guidelines are agreed at time of execution Insertion Order.
  4. 14.6  The Client acknowledges reviews of the Product obtained during the course of the Product Trial are prepared by third parties independent of The Publisher and are not subject to its editorial control or direction. The Client releases The Publisher from any liability in connection with the content of those reviews.
  5. 14.7  Review generation and UGC campaigns (excluding RateIt campaigns) include full usage rights for one year. All reviews, claims, video & UGC content generated can be leveraged across brand owned, earned and paid media for 12 months from live date, after which syndication fees will apply. All creative incorporating Real Life Media, ratings, reviews or content must be credited to the appropriate source and approved by the RLM marketing team.

15 CONFIDENTIAL INFORMATION

  1. 15.1  Any and all information communicated by a disclosing party is to be treated as confidential unless otherwise advised by the disclosing party. This includes but is not limited to: inventions, intellectual property, know-how or knowledge the either party considers commercially valuable or confidential, financial and pricing data, business plans, policies, suppliers, product information, marketing and/or promotional activity information and all records or materials generated by either party based on or arising out of any of the foregoing, whether oral and/or written, but not information lawfully coming into the public domain after the date of this Agreement or that is lawfully in the possession of the recipient other than from the disclosing party.
  2. 15.2  On request from the Publisher, the Client must return or destroy confidential information within 7 days and not keep any notes, copies, records or information in any form.
  3. 15.3  The Client acknowledges that disclosure of confidential information is a serious breach of this Agreement and results in termination of this Agreement.

16 GENERAL

  1. 16.1  These terms and any agreement between The Client and The Publisher are governed by the laws of New South Wales.
  2. 16.2  These terms bind The Publisher and The Client and their respective successors.
  3. 16.3  The invalidity or unenforceability of any provision of these terms does not affect the validity or enforceability of the remaining provisions.
  4. 16.4  The Publisher may assign any and all rights under these terms and the annexed Insertion Order.
  5. 16.5  The Client must not assign its rights under these terms or a Booking to any other person.