Terms and conditions

DEFINITIONS

Ad On Digital Motion Banner means any digital motion banner, that is designed and created by Us.

Ad On Digital Animated Video means any animated product, that is designed and created by Us.

Ad On Digital Video Email Campaign means custom email/s designed and created by Us containing the Ad On Digital Animated Video .

Ad On Digital Product means any digital product conceived, developed and implemented by Us.

Commencement Date means the earlier of 10 business days following the date when you submit an order or authorise it verbally, in writing or electronically.

Content means any information, advertisement, business name, trade name, trade mark, design, logo, photograph, illustration, graphic, artwork, text, URL (and content accessible via that URL), video, video link or other material.

Contract means the terms on which We supply any Products to You as detailed in Clause 1.2.

Term means the minimum commitment that applies to a Product that We Supply to You, as set out in Part C.

Order means the document (in printed or electronic format i.e. an online order or via voice signature) setting out Your Order and the details of the Product(s) You purchase.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Price means the price or charges payable by You for a Product, as notified to You by Us from time to time, whether payable in full or in instalments.

Product means any advertising product that We offer from time to time

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

We, Us, Our refers to PPPT Pty Ltd (ABN 54 808 983 598).

You, Your refers to the customer named on the front of the Order and includes any principal on whose behalf the customer acts.

Your Website means any website that We identify as used in connection with Your business, and does not need to be owned by You.

 

PART A. TERMS THAT APPLY TO ALL PRODUCTS

  1. About these Terms
    • 1.1 Each accepted Order forms a separate Contract.
    • 1.2 The terms on which We supply Products to You are:
      • 1.2.1 the Terms; and
      • 1.2.2 the Order (in printed or electronic format i.e. an online order or via voice signature and any specific terms We provide to You for a Product when You place an Order.
  1. Term of Your Contract or Product
    • 2.1 Each Contract commences on the Commencement Date and continues until the earlier of:
      • 2.1.1 completion of that Contract or
      • 2.1.2 termination of that Contract under these Terms.
  1. Format and Content

Fulfilling Your Content entitlements

  • 3.1 You must give Us any Content for a Product by the date and in the manner We specify. If You do not provide Us with Content by the date We specify, We will use any Content You have already provided to Us and You must still pay Us the full price.
  • 3.2 Unless You tell Us otherwise, We may collect Content from Your Website or third parties and display it in the Product.
  • 3.3 We are not responsible for the Content (whether provided by You or collected by Us) in the Product that We supply to You. You must keep your Content current and accurate by providing Us with updated Content.

Rejection or removal of content by Us

  • 3.4 We may at any time reject or remove any Content from a Product or change, delete, disable or suspend a Product or any Content for any reason without prior notice to You, including:
    • 3.4.1 if We reasonably believe that the Content or its use will breach Your Contract, contravenes any law, infringes (or is likely to) rights of third parties or is inappropriate, obscene or defamatory;
    • 3.4.2 if We reasonably believe that the Content or its use will affect Us or a Related Body Corporate unfavourably; or
    • 3.4.3 to comply with requirements, notices or standards given to Us or a Related Body by any third party, including a regulatory body.
  1. Payment

Your Payment Obligations

  • 4.1 You must pay the Product/s price/s (which may include an additional administration fee, management fee or a non-refundable establishment fee) in the invoice by the specified due date in accordance with the invoice.
  • 4.2 For orders placed as outright purchases, 50% of the total price of all Product/s ordered is payable by Direct Debit the next business day following the date when you submit the order. The remaining 50% balance of the total price of all Product/s ordered is payable by Direct Debit 10 business days following the date when you submit the order.
  • 4.3 For orders placed on a monthly payment plan, the total amount of the establishment fees for all Product/s ordered is payable by Direct Debit the next business day following the date when you submit the order. Monthly payments will be payable by Direct Debit each month starting 10 business days following the date when you submit the order and will continue until the end of the Term or until the contract is terminated in accordance with clause 5.
  • 4.4 If You do not pay Us under clause 4.1 (including because a payment You have made is declined or otherwise not received by Us because of insufficient funds), We may:
    • 4.4.1 charge You interest on the unpaid amounts (at the Reserve Bank’s Official Cash Rate at the time the amount was due plus 5%) from the date the amount became due until it is paid in full;
    • 4.4.2 charge You any reasonable debt collection and legal costs incurred due to such failure to pay;
    • 4.4.3 charge You a late payment fee as set out on Your invoice;
    • 4.4.4 cancel any or all of the Products You purchase from Us; and/or
    • 4.4.5 charge You a dishonour fee, as notified to You by Us from time to time.

Direct Debit Terms

  • 4.5. By submitting the direct debit request, you authorise the deduction of funds from your nominated account for any amount payable under the agreement and any other agreement between you and us, plus any transaction fees/charges as specified on the direct debit request.
  • 4.6 The result of any payment will be reflected against any account for the Product.

Goods and Services Tax (GST)

  • 4.7 Unless stated otherwise, all amounts or fees in relation to the Products do not include any GST.
  • 4.8 Where We make a taxable supply to You and the consideration for that supply does not expressly include GST, You must also pay Us an amount equal to the GST payable by Us. Subject to first receiving a tax invoice from Us, You must pay the GST amount when You are liable to provide Us with consideration.
  • 4.9 If either You or We must indemnify or reimburse each other (“Payee”) for any loss or expense incurred by the Payee, the required payment does not include any amount which the Payee (or an entity that is in the same GST group as the Payee) is entitled to claim as an input tax credit, but will be increased under clause 4.6 of these Terms if the payment is consideration for a taxable supply.
  1. Termination
    • 5.1 You may terminate a Contract (in whole or part) in accordance with the cancellation policy set out in Part C.
    • 5.2 We may terminate any of Your Contracts (in whole or part) or suspend or cancel one or all of Products We supply to You, and You must pay any cancellation fee set out in Part C for the affected Products, immediately:
      • 5.2.1 if You breach the terms of any of Your Contracts; or
      • 5.2.2 if You:
        • 5.2.2.1 are unable to pay Your debts as they fall due; or
        • 5.2.2.2 have any steps undertaken for Your winding up or liquidation, or a controller, administrator or similar officer is appointed of You or Your assets;
      • 5.2.3. if We become unable to perform the Contract due to a force majeure event affecting either Us or Our nominees;
      • 5.2.4 or but with as much warning as We reasonably can if:
        • 5.2.4.1 the law requires;
        • 5.2.4.2 We believe on reasonable grounds that providing You with the Product is illegal or may become illegal;
        • 5.2.4.3 We reasonably believe that there is a risk of loss or damage to Us or another if We do not terminate Your Contract or suspend or cancel a Product; or
        • 5.2.4.3 a third party so directs Us.
      • 5.3 We may terminate a Contract (in whole or part) or suspend or cancel one or all of Products by 30 days’ written notice to You without cause (and will refund the price on a pro-rata basis).
      • 5.4 After termination or cancellation of a Contract:
        • 5.4.1 unless otherwise set out in these Terms, We will have no obligation to refund any component of the price (including GST paid), already paid prior to the termination;
        • 5.4.2 You must pay to us amounts which were due or incurred before termination and any cancellation fee;
        • 5.4.3 We may remove the Product We supplied to You and Your Content;
  1. Intellectual Property
    • 6.1 You grant Us and Our Related Bodies a perpetual royalty free licence to use, reproduce, modify, adapt, communicate to the public and sub license Your Content (including any Content that You provide to Us or We collect from Your Website) for the purposes of providing the Product and syndicating, distributing or otherwise making available the Product, or any Content included in a Product, as we see fit (which may be as part of a service, application or other product owned or operated by a third party).
    • 6.2 You agree that We or Our licensors own all intellectual property rights in and to the Product (other than Your Content) and any other Content, data, results, reports or other materials that are produced under these Terms or in connection with any Product and You must not use, reproduce or do anything else with it without our express prior written consent.
    • 6.3 Without limiting clause 6.2, you acknowledge that We or Our licensors own all intellectual property rights in and to all Ad On Digital Motion Banners, Ad On Digital Animated Videos and Ad On Digital Video Email Campaigns including any rights in and to:
      • 6.3.1 the design, functionality and ‘look and feel’ of the Ad On Digital Motion Banners, Ad On Digital Animated Videos and Ad On Digital Video Email Campaigns; and
      • 6.3.2 To the extent that the Ad On Digital Motion Banners, Ad On Digital Animated Videos and Ad On Digital Video Email Campaigns that We create for You includes any of Your business names or trademarks, you grant to Us a perpetual royalty free licence to use those business names and trademarks for the purposes of designing, developing, implementing and distributing the Ad On Digital Motion Banners, Ad On Digital Animated Videos and Ad On Digital Video Email Campaigns.
  1. Our warranties and limitation of liability
    • 7.1 Subject to the express warranties set out in these Terms, any terms implied by law (that cannot be excluded) and consumer protection laws, We provide no warranties or guarantees to You in relation to a Product.
    • 7.2 We will use due care and skill in relation to the provision of the Product but We nor Our related bodies warrant or guarantee that the Product will be free from errors or omissions or provided to You by or within a particular time.
    • 7.3 If We fail to comply with any applicable statutory guarantee or term of a Contract, We and Our related bodies limit Our liability for that failure (where fair and reasonable to do so in respect of a statutory guarantee) to either of the following at Our option: (a) supply of the Product again, free of charge to You; or (b) paying You the cost of having the Product supplied again.
    • 7.4 You agree that, apart from Your rights under clauses 7.1 and 7.3 of these Terms We, Our related bodies and Third Party Site or Application Owners (and representatives) will not be liable for any loss, damage, claim or demand incurred or made by any person arising out of or in connection with a Contract, including from provision of, or failure to provide, the Product
  2. Your warranties and limitation of liability
    • 8.1 You represent and warrant to Us and Our related bodies that:
      • 8.1.1 either You own all intellectual property rights in Your Content or You have obtained the consent of the owner of those rights to allow Us to collect and use Your Content in the manner contemplated in these Terms;
      • 8.1.2 nothing in Your Content, in the Products that We supply to You, Your Selected Keywords, Paid Ads or any other product:
        • 8.1.2.1 contravenes any laws, or incites breaches of any law, or regulations, industry codes, or guidelines (including the Privacy Act (1988), Spam Act (2003) and Competition & Consumer Act (2010));
        • 8.1.2.2 infringes the rights of any third parties;
        • 8.1.2.3 breaches any of Contracts or Your obligations to any third party, Our privacy policies or relevant Third Party Terms
        • 8.1.2.4 in Our reasonable opinion, otherwise prejudices or prejudice Us or Our Related Bodies’ reputation or brand;
        • 8.1.2.5 is inappropriate, obscene, defamatory, unsuitable for minors, discriminatory, misleading or deceptive (or likely to be), or promotes or instructs in matters of crime;
      • 8.1.3 Your Content in the Products that We supply to You is free of “worms”, “viruses” and other disabling devices;
  1. Indemnity
    • 9.1 You agree to indemnify Us, Our Related Bodies and Third Party Site or Application Owners (and representatives) against all claims, damages, costs, penalties, and liabilities of any nature caused directly or indirectly by Your:
      • 9.1.1 act or omission or any breach by You of any provision of a Contract including the warranties given by You under clause 8.1 or Part B of these Terms; and
      • 9.1.2 appointment of Us as Your agent for any purpose specified in Your Contract.
  1. Confidentiality
    • 10.1 All information of a confidential nature disclosed by Us to You under a Contract is and will remain confidential and must not be disclosed by You (or Your employees, officers, advisers or contractors) to any third party, except for the purposes of the Contract unless such information:
      • 10.1.1 is already known by You, or is in Your possession;
      • 10.1.2. has been lawfully obtained by You from another source;
      • 10.1.3 is or becomes publicly known through no wrongful act by You; or
      • 10.1.4 must be disclosed pursuant to any obligation You have at Law
  1. Other Important Terms
    • 11.1 We may assign or novate Our rights and obligations under a Contract without Your consent.
    • 11.2 Each Contract will be governed by the laws in force in the Australian State or Territory in which it is entered into.
    • 11.3 If any of the terms of a Contract are invalid, unenforceable or illegal, that term will be struck out and the remaining terms will remain in force.

 

PART B. PRODUCT SPECIFIC TERMS

  1. Motion Banner
    • 1.1 We do not provide any guarantee or warranty that, in relation to an Ad On Digital Motion Banner:
      • 1.1.1 it will have a unique look and feel or contain unique Content.
    • 1.2 We will notify You when the Ad On Digital Motion Banner/s that We prepare for You is ready for Your approval. Unless We tell You otherwise, if You do not approve the Ad On Digital Motion Banner/s within 7 days of the date of that notice, We will automatically publish it, except if the Ad On Digital Motion Banner/s relates to the provision of financial goods or services.
    • 1.3 You agree that We may feature Your an Ad On Digital Motion Banner/s in our promotional activities.
    • 1.4 You must promptly notify Us if You become aware of any breach or suspected breach of security in relation to Your an Ad On Digital Motion Banner/s. You will be liable for any unauthorised use of Your Ad On Digital Motion Banner/s.
  2. Digital Animated Videos
    • 2.1 We do not provide any guarantee or warranty that, in relation to an Ad On Digital Animated Video:
      • 2.1.1 it will be continuously available or available on an uninterrupted basis, secure, or not interfered with or adversely affected by circumstances outside of Our control;
      • 2.1.2 it will have a unique look and feel or contain unique Content.
    • 2.2 You cannot re-sell your Ad On Digital Animated Video.
    • 2.3 We will notify You when the Ad On Digital Animated Video that We prepare for You is ready for Your approval. Unless We tell You otherwise, if You do not approve and publish the Ad On Digital Digital Video within 7 days of the date of that notice, We will automatically publish it and/or make it available for download, except if the Ad On Digital Animated Video relates to the provision of financial goods or services.
    • 2.4 You agree that We may feature Your an Ad On Digital Animated Video in our promotional activities.
    • 2.5 You must promptly notify Us if You become aware of any breach or suspected misuse of your Ad On Digital Animated Video.
    • 2.6 You will be liable for any unauthorised use or misuse of Your Ad On Digital Animated Video.
  3. Video Email Campaign
    • 3.1 We do not provide any guarantee or warranty that, in relation to an Ad On Digital Video Email Campaign:
      • 3.1.1 it will be continuously available or available on an uninterrupted basis, secure, or not interfered with or adversely affected by circumstances outside of Our control;
      • 3.1.2 it will have a unique look and feel or contain unique Content.
    • 3.2 You cannot re-sell your Ad On Digital Video Email Campaign.
    • 3.3 We will notify You when the Ad On Digital Video Email Campaign that We prepare for You is ready for Your approval. Unless We tell You otherwise, if You do not approve and publish the Ad On Digital Digital Video within 7 days of the date of that notice, We will automatically publish it and/or make it available for download, except if the Ad On Digital Video Email Campaign relates to the provision of financial goods or services.
    • 3.4 You agree that We may feature Your an Ad On Digital Video Email Campaign in our promotional activities.
    • 3.5 You must promptly notify Us if You become aware of any breach or suspected misuse of your Ad On Digital Video Email Campaign.
    • 3.6 You will be liable for any unauthorised use or misuse of Your Ad On Digital Video Email Campaign.

 

PART C. CANCELLATION POLICY

Product Term Commencement Term Cancellation Cancellation Policy and Fees
Ad On Digital Motion Banner The Term starts the 10 business days following the date when you submit an order. The Term is 12 months unless Your Order says otherwise. You can cancel at any time by notifying us in writing and by payment of the cancellation fee. We’ll action this cancellation within 14 days. ·  If You cancel within the Contract Term the cancellation fee is the total remaining Price of the Contract for the remaining Term, plus GST.

·  You will still be liable for any initial payments before the Minimum Period. Establishment fees are non-refundable
Ad On Digital Animated Video The Term starts the 10 business days following the date when you submit an order. The Term is 12 months unless Your Order says otherwise. You can cancel at any time by notifying us in writing and by payment of the cancellation fee. We’ll action this cancellation within 14 days. ·  If You cancel within the Contract Term the cancellation fee is the total remaining Price of the Contract for the remaining Term, plus GST.

·  You will still be liable for any initial payments before the Minimum Period. Establishment fees are non-refundable
Ad On Digital Digital Video The Term starts the 10 business days following the date when you submit an order. The Term is 12 months unless Your Order says otherwise. You can cancel at any time by notifying us in writing and by payment of the cancellation fee. We’ll action this cancellation within 14 days. ·  If You cancel within the Contract Term the cancellation fee is the total remaining Price of the Contract for the remaining Term, plus GST.

·  You will still be liable for any initial payments before the Minimum Period. Establishment fees are non-refundable