Ad On Digital Explainer Video And Premium Package Explainer Video Terms & Conditions

DEFINITIONS

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

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

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.

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.

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

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 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.

2. Format and Content

• Fulfilling Your Content entitlements
  • 2.1. 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.
  • 2.2. Unless You tell Us otherwise, We may collect Content from Your Website or third parties and display it in the Product.
  • 2.3. 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
  • 2.4. 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:
    • 2.4.1. 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;
    • 2.4.2. if We reasonably believe that the Content or its use will affect Us or a Related Body Corporate unfavourably; or
    • 2.4.3. to comply with requirements, notices or standards given to Us or a Related Body by any third party, including a regulatory body.

3. Payment

• Your Payment Obligations
  • 3.1. For any Order You place with Us, You must pay the Product/s price/s (which may include an additional administration fee, management fee or a non-refundable deposit) in the invoice by the specified due date in accordance with the invoice.
  • 3.2.For any order You place with Us the amount of monies paid is non refundable and the product/s price is payable, in full 30-days from placement of the order.
  • 3.4. If You do not pay Us under clause 3.1 (including because a payment You have made is declined or otherwise not received by Us because of insufficient funds), We may:
    • 3.4.1. 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;
    • 3.4.2. charge You any reasonable debt collection and legal costs incurred due to such failure to pay;
    • 3.4.3. charge You a late payment fee as set out on Your invoice;
    • 3.4.4. cancel any or all of the Products You purchase from Us; and/or
    • 3.4.5. charge You a dishonour fee, as notified to You by Us from time to time.

• Goods and Services Tax (GST)
  • 3.7. Unless stated otherwise, all amounts or fees in relation to the Products do not include any GST.
  • 3.8. 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.
  • 3.9. 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 3.8 of these Terms if the payment is consideration for a taxable supply.

4. Termination

• 4.1. You may terminate a Contract (in whole or part) in accordance with the cancellation policy set out in Part C.
• 4.2. 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:
  • 4.2.1. if You breach the terms of any of Your Contracts; or
  • 4.2.2. if You:
    • 4.2.2.1. are unable to pay Your debts as they fall due; or
    • 4.2.2.2. have any steps undertaken for Your winding up or liquidation, or a controller, administrator or similar officer is appointed of You or Your assets;
  • 4.2.3. if We become unable to perform the Contract due to a force majeure event affecting either Us or Our nominees;
  • 4.2.4. or but with as much warning as We reasonably can if:
    • 4.2.4.1. the law requires;
    • 4.2.4.2. We believe on reasonable grounds that providing You with the Product is illegal or may become illegal;
    • 4.2.4.2. 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
    • 4.2.4.4. a third party so directs Us.
• 4.3. 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).
• 4.4. After termination or cancellation of a Contract:
  • 4.4.1. 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;
  • 4.4.2. You must pay to us amounts which were due or incurred before termination and any cancellation fee;
  • 4.4.3. We may remove the Product We supplied to You and Your Content;

5. Intellectual Property

• 5.1. 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).
• 5.2. 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 it without our express prior written consent.
• 5.3. Without limiting clause 5.2, you acknowledge that We or Our licensors own all intellectual property rights in and to all Ad On Digital Animated Business Video s including any rights in and to:
  • 5.3.1. the design, functionality and ‘look and feel’ of the Ad On Digital Animated Business Video s; and
  • 5.3.2. To the extent that the Ad On Digital Animated Business Video s 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 Ad On Digital Animated Business Videos.

6. Our warranties and limitation of liability

• 6.1. 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.
• 6.2. 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.
• 6.3. 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.
• 6.4. You agree that, apart from Your rights under clauses 6.1 and 6.3 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

7. Your warranties and limitation of liability

• 7.1. You represent and warrant to Us and Our related bodies that:
  • 7.1.1. either You own all intellectual property rights in Your Content (including any Content that You provide to Us or We collect from Your Website) or You have obtained the consent of the owner (or authorised representative of the owner) specified in the Order of those rights to allow Us to collect and use the Content in the manner contemplated in these Terms;
  • 7.1.2. nothing in Your Content or in the Products that We supply to You:
    • 7.1.2.1. 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));
    • 7.1.2.2. infringes the rights of any third parties;
    • 7.1.2.3. breaches any of Contracts or Your obligations to any third party, Our privacy policies or relevant Third Party Terms
    • 7.1.2.4. in Our reasonable opinion, otherwise prejudices or prejudice Us or Our Related Bodies’ reputation or brand;
    • 7.1.2.5. is inappropriate, obscene, defamatory, unsuitable for minors, discriminatory, misleading or deceptive (or likely to be), or promotes or instructs in matters of crime;
    • 7.1.3. Your Content in the Products that We supply to You is free of “worms”, “viruses” and other disabling devices;

8. Indemnity

• 8.1. 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:
  • 8.1.1. act or omission or any breach by You of any provision of a Contract including the warranties given by You under clause 7.1 or Part B of these Terms; and
  • 8.1.2. appointment of Us as Your agent for any purpose specified in Your Contract.

9. Confidentiality

• 9.1 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:
  • 9.1.1. is already known by You, or is in Your possession;
  • 9.1.2 has been lawfully obtained by You from another source;
  • 9.1.3. is or becomes publicly known through no wrongful act by You; or
  • 9.1.4. must be disclosed pursuant to any obligation You have at Law

10. Other Important Terms

• 10.1. We may assign or novate Our rights and obligations under a Contract without Your consent.
• 10.2. Each Contract will be governed by the laws in force in the Australian State or Territory in which it is entered into.
• 10.3. 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. Digital Animated Videos

• 1.1. We do not provide any guarantee or warranty that, in relation to an Ad On Digital Animated Business Video :
  • 1.1.1 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;
  • 1.1.2. it will have a unique look and feel or contain unique Content.
• 1.2. We will notify You when Your Ad On Digital Animated Business 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 Animated Business Video within 7 days of the date of that notice, We may automatically publish Your completed Ad On Digital Animated Business Video  and/or make it available for download.
• 1.3. You agree that We may feature Your an Ad On Digital Animated Business Video  in our promotional activities.
• 1.4. You must promptly notify Us if You become aware of any breach or suspected misuse of your Ad On Digital Animated Business Video .
• 1.5. You will be liable for any unauthorised use or misuse of Your Ad On Digital Animated Business Video .
• 1.6 We do not provide any guarantee or warranty in relation to an the number of viewers of Your Ad On Digital Animated Business Video online or on terrestrial TV.
• 1.7 These animated videos are not Telstra VCA-approved. If you wish to obtain VCA Approval, then it is the responsibility of You the owner to do so.

PART C. CANCELLATION POLICY

Version 6.1 updated 08/04/16