Advertising Terms and Conditions

1. ABOUT THIS AGREEMENT

  1. These Terms and Conditions together with the Insertion Order, the Creative  Acceptance Policy and the Advertising Specifications Site form the agreement between the Advertiser and CarExpert.
  2. All Advertising Material must comply with and is subject to these Terms and Conditions as well as our Advertising Specifications Site, Creative Acceptance Policy and Insertion Order.
  3. If these Terms and Conditions and the Insertion Order are inconsistent, then the terms of the Insertion Order will prevail to the extent of the inconsistency provided it has been duly executed by CarExpert.
  4. If CarExpert supplies Advertising Services which are not specified in an Insertion Order these Terms and Conditions still apply.

2. WORDS AND PHRASES

In this Agreement:

  1. "AD" means an advertisement on the CarExpert Network or Third Party Websites and includes any Bonus Ad or Advertiser SOV;
  2. "ADVERTISER" means the company who signs the Insertion Order and also includes an advertiser on whose behalf the Advertising Services are being provided or     an agency or media company that arranges the Advertising Services for its clients;
  3. "ADVERTISING MATERIAL" means all creative in respect of an Ad including text, graphics, icons, images, titles, descriptions, trademarks, listings, abstracts, keywords, Ad target options, domain names (including click through URLS if relevant), content, data, data feeds and URL information;
  4. "ADVERTISING SERVICES" means the advertising services to be provided by CarExpert as expressly described in the Insertion Order;
  5. "ADVERTISER SOV" means ‘share of voice’ Ad which is provided to the Advertiser, the details of which are set out in the Insertion Order;
  6. "ADVERTISING SPECIFICATIONS SITE" means the site located at https://adcentre.carexpert.com.au which sets out the various requirements for the Standard Creatives and Complex Creatives as may be updated by CarExpert from time to time;
  7. "AGREEMENT" means these Terms and Conditions, an Insertion Order signed by CarExpert, the Advertising Specifications Site and the Creative Acceptance Policy;
  8. "APPLICABLE LAW" means any and all laws, regulations, rules or codes applicable to either Party which shall include, for the avoidance of doubt, the Code     of Ethics as adopted by the Australian Association of National Advertisers.  
  9. “BASELINE CAMPAIGN” means a long-term campaign exceeding 180 days, typically running without major changes to creative content or targeting;
  10. "BONUS AD" means an Ad which is provided free of charge to the Advertiser, the details of which are set out in the Insertion Order (if applicable);
  11. "BUSINESS DAY" means any day excluding Saturday or Sunday or a bank or relevant State public national holiday in Australia;
  12. "CAMPAIGN ASSETS" means third-party hosted creative ad tags, any relevant imagery, video ads, copy, tracking tags, html5 creatives, data sharing details, booking dates;
  13. "CAMPAIGN TARGETS" means any targets or goals which CarExpert may agree to in the Insertion Order;
  14. "CAREXPERT" means CarExpert.com Pty Limited (ABN 71 636 729 836) and/or its Related Bodies Corporate;
  15. "CAREXPERT NETWORK" means the CarExpert Websites and other related services owned or operated by CarExpert;
  16. "CAREXPERT WEBSITES" means the network of websites owned or operated by CarExpert including, but not limited to  www.CarExpert.com.au and www.7news.com.au.
  17. "CHANGE REQUEST" has the meaning set out in clause 8;
  18. "CONDITIONAL ORDERS" means Orders that are contingent upon certain criteria;
  19. "CONFIDENTIAL INFORMATION" means all information about CarExpert, whether written or oral, which relates in any way to its business or its personnel or     shareholders;
  20. "COMPLEX CREATIVES" means products that require production of advertising assets from CarExpert and approval from the Advertiser;
  21. "CREATIVE ACCEPTANCE POLICY" means the creative acceptance policy published by CarExpert from time to time;
  22. "CUSTOM MATERIALS" means customised content and materials in any form which CarExpert has produced for any particular campaign or promotion including any Ad, banner, other advertisement, copy, mini website or co-branded webpages, newsletters or e-marketing materials as set out in the Insertion Order;
  23. "DEFAULT EVENT" means the events listed in clause 17.2;
  24. "FEES" means our fees and charges for the provision of the Advertising Services as specified in the Insertion Order;
  25. "FORCE MAJEURE" means an event or circumstance beyond the reasonable control     of a Party (without fault or negligence of that Party);
  26. "IMPRESSION" means a single appearance of an Ad on a CarExpert Network Website resulting from such CarExpert Network Website being accessed;
  27. "INSERTION ORDER" means an order for Advertising Services in the form required by CarExpert which specifies details of the Advertising Services we agree to provide to you (as may be amended by the Parties from time to time) which has been duly accepted by CarExpert;
  28. "INSOLVENT" means:
    1.  is unable to pay its debts as and when they fall due or becomes insolvent or makes an assignment, arrangement, or composition for the benefit of its      creditors or discontinues or ceases to carry on business in Australia
    2. has a receiver or receiver manager appointed to the whole or any parts of its assets, or if a mortgage in possession is appointed in respect of any of its assets, or if a resolution is passed or proposed for its winding up; or
    3. is presented with an application for its winding up or is served with a notice pursuant to the Corporations Act which pertains to an amount of      money owed by it and which is not bona fide in dispute and such notice remains outstanding for 21 days or more;
  29. "INTELLECTUAL PROPERTY RIGHTS" means any intellectual property right, regardless of whether registered or not, including any patent, copyright (including     moral right and author's right), database right, know-how or trade secret, whether or not developed or reduced to practice, design or industrial     design, trademark, service mark, logo, business name, domain name and keyword, and the goodwill associated with them, rights to sue for passing     off, in the nature of unfair competition rights, publicity and confidentiality and any other proprietary right, whether relating to tangible or intangible property, applications to register any of the foregoing, rights to take action for past infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing     anywhere in the world;
  30. "LEAD TIME" means the time by which CarExpert needs to receive the Standard Creatives or the Complex Creatives as set out in the Advertising Specifications Site;
  31. "MINIMUM NOTICE PERIOD" has the meaning set out in clause 10(2);
  32. "ORDER" means an order for Services described in an Insertion Order which has been accepted by us in accordance with this Agreement
  33. "PARTIES" means CarExpert and the Advertiser and "PARTY" means any one of them.
  34. "PROHIBITED WEBSITE" means a website that contains any content of a kind described in clauses 5.1(a)(i)-(vi);
  35. "PUBLICATION DATE" means the start date for the Ad described in the Insertion Order;
  36. "RATE CARD" means our current standard rates and charges for the provision of the Advertising Services as notified to you from time to time
  37. "RELATED BODY CORPORATE" has the meaning given in the Corporations Act (Cth) 2001;
  38. "STANDARD CAMPAIGN" means a campaign lasting less than 180 days, often including defined start and end dates for Advertising Materials;
  39. "STANDARD CREATIVES" means products which do not require production from CarExpert or approvals from the Advertiser; and
  40. "THIRD PARTY WEBSITES" means nominated third party websites which have been agreed between CarExpert and the Advertiser.
  41. A reference to any Party or other person includes that Party’s or person's successors and permitted assigns;
  42. A reference to this or any other document includes a reference to that document as amended, supplemented, novated or replaced from time to time;
  43. A reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, sole partnership, government or governmental     subdivision or agency, association, co-operative and any other legal or commercial entity or undertaking;
  44. Where a Party comprises two or more persons any agreement or obligation to be performed or observed by that party binds those persons jointly and each of them severally, and a reference to that party is deemed to include a reference to any one or more of those persons;
  45. The words "include" and "including" mean "including but not limited to";
  46. The headings in this agreement do not affect its interpretation;
  47. We/our/us means CarExpert.com Pty Ltd and its Related Bodies Corporate in its own capacity to the extent that the relevant services are provided in     connection with CarExpert.com; and
  48. You/your means the person identified as the "Advertiser" in the Insertion Order.

3. PLACING AN ADVERTISEMENT

  1. In order to place an Ad the Advertiser must:
    1. submit a signed Insertion Order (which CarExpert must also sign);
    2. provide all Advertising Material to CarExpert in accordance with clause 3(2) below and the terms of this Agreement; and
    3. abide by the terms of the Agreement.
  2. The Advertiser must provide Advertising Materials for Standard Creatives and Complex Creatives in accordance with the Advertising Specifications Site.
  3. CarExpert is not bound to publish an Ad until the Insertion Order is accepted and duly executed by CarExpert.
  4. An Insertion Order will be deemed not to have been accepted by CarExpert if the Ad is not published.
  5. If an Ad is published where the Insertion Order is not fully signed by the Parties, the Advertiser will be liable to pay the Fees as either set out     in the Insertion Order or in line with CarExpert’s then current Rate Card (whichever is higher).
  6. If an Ad is published where there is no Insertion Order, the Advertiser will     be liable to pay the Fees in line with CarExpert’s then current Rate Card.
  7. Conditional Orders will not be accepted unless agreed otherwise by CarExpert in writing.

4. WHAT THE ADVERTISER MUST DO

  1. The  Advertiser must:
    1. provide all required Advertising Material to CarExpert in the relevant timeframe prescribed on the Advertising Specifications Site and in the format      prescribed by CarExpert on the Advertising Specifications Site or as otherwise provided by CarExpert to the Advertiser from time to time;
    2. If it wishes to run Ads on specific dates,submit such request as early as possible as we allocate dates on a first-come,first served basis.  We do not guaranteethat we will be able to run an Ad on any specific day;
    3. comply with the terms of this Agreement and all Applicable Laws;  
    4. ensure that all Advertising Material submitted is free from all viruses or other programs that may damage or interfere with any CarExpert system, data or      information;  
    5. obtain consent or the relevant license or Intellectual Property Rights from the owner of any Intellectual Property Rights in any third-party material      included in the Advertising Material (and by providing CarExpert with such Advertising Material, it warrants to CarExpert that it has done so); and
    6.  if the Ad involves a competition, wager or trade promotion or any other form of Ad which requires a license or approval under any Applicable Law, the      Advertiser must have (and by providing CarExpert with such Advertising Material, it warrants to CarExpert that it has) all necessary licenses to      conduct that competition or trade promotion or run such Ad.  
  2. The Advertiser is solely responsible for providing third parties with Lead Times and other Ad requirements as set out herein.
  3. The Advertiser represents and warrants that it has the legal power and capacity to be bound by the Agreement.
  4. The Advertiser must ensure that all Advertising Materials comply with the Advertising Specifications Site, the Creative Acceptance Policy and all Applicable Laws.
  5. The Advertiser undertakes that it will only use the advertising space which it acquires to advertise its own brand, goods or services and may not sell, transfer or otherwise deal with such advertising space. Where the Advertiser is an advertising agency that space may only be used by the client for which the space was initially acquired or booked.
  6. If you are an Advertising Agency, you:
    1. warrant to us that you are fully authorised to act on behalf of any advertiser or client on whose behalf you are requesting the Advertising Services and to bind such advertiser or client to this Agreement; and
    2. must procure such advertiser or client adheres to the terms of this Agreement and you will be responsible for any breaches of this Agreement by such client or advertiser.
  7. The Advertiser warrants to CarExpert that it is fully authorised to publish and authorise CarExpert to publish (and authorise others to publish) on its behalf the Ad and all Advertising Material.

5. WHAT THE ADVERTISER MUST NOT DO

  1. The Advertiser undertakes not to submit Advertising Material which:
    1. does not comply with all Applicable Law;
    2.  infringes the Intellectual Property Rights of any person
    3. breaches any duties towards any person including privacy rights;
    4.  is illegal, fraudulent, obscene, offensive, defamatory, or in any way unsuitable for people under the age of eighteen (18) years;
    5.  is misleading or deceptive or likely to mislead or deceive
    6. comprises  anything which may adversely reflect on CarExpert or any Third Party Website on which the Advertising Material is published suggests any endorsement by or affiliation with CarExpert or any Third Party Website on which the Ad is published;
    7. includes any reference or promotes a competitor of CarExpert globally (in CarExpert’s opinion; or
    8. breaches this Agreement.
  2. The Advertiser must not:
    1. disclose to any person CarExpert’s Rate Card or the terms of this Agreement;
    2. re-sell, assign or transfer any rights or obligations under this Agreement to any person;
    3. insert any tag, code, cookie or other data tracking or collection device for the purpose including but not limited to the re-targeting of CarExpert.com users on a third-party site, network or exchange unless otherwise agreed in writing;
    4. link, pool, correlate, resell, transfer, disclose or make available any advertising statistics the result of displaying the creative on the CarExpert Network for the purposes of behavioural targeting or other type of re-targeting off the CarExpert network without CarExpert express written permission;
    5. use any automated means to access, ad load verify, monitor, content scrape or copy the CarExpert Network or any data therein unless otherwise agreed in writing; and/or
    6. interfere with the proper working of the CarExpert Network.
  3. Any Advertising Materials produced by CarExpert may not be reused or edited by the Advertiser without prior written approval from CarExpert.

6. PUBLICATION OF ADS

  1. If CarExpert has accepted an Insertion Order and provided the Advertiser is not in breach of this Agreement, CarExpert will use its reasonable commercial endeavours to publish the Advertiser's Ad as set out in the Insertion Order in accordance with the Agreement.
  2. The     Advertiser acknowledges and agrees that:
    1. CarExpert’s ability to provide the Advertising Services is dependent upon the Advertiser and third parties performing their obligations. If CarExpert is unable to provide the Advertising Services as a direct or indirect result of any act or omission of the Advertiser or any third party or Force Majeure, the Advertiser will have no remedy against CarExpert in relation to any delay or any failure to provide the Advertising Services      and will be required to pay for the Fees and CarExpert will not provide any refunds or make-goods;
    2. While CarExpert intends to publish the Advertiser's Ad as set out in the Insertion Order, neither CarExpert nor its Related Bodies Corporate will (other than as set out in clause 15.2) to the fullest extent possible by Applicable Law be liable for any error in an Ad or omission or failure to publish the Ad in the form ordered (including acts or omissions of CarExpert or its Related Bodies Corporate or its or their directors, employees, representatives or agents);
    3. CarExpert is not responsible for any aspect of the Advertiser’s or any Third-Party’s Website(s) or any of the Advertiser’s Advertising Materials including      whether any information is current and accurate and whether the Advertiser or any third party has all necessary rights in relation to the      information in the Advertising Materials or on those Third Party Websites.
  3. CarExpert may, without notice or liability, refuse to publish, modify, withdraw, or terminate the publication of an Ad if:
    1.  the Advertiser is in breach of the Agreement in any respect; or
    2. CarExpert determines, in its absolute discretion, to refuse to publish, withdraw or terminate the publication
  4. Subject to the terms of the Insertion Order, CarExpert has absolute editorial control on the CarExpert Network only in relation to the publication of the Advertiser's Ad, including, but not limited to the format, position, and placement of the Ad.
  5. Advertiser acknowledges that whenever an Ad is published on a Third Party Website that CarExpert has no control over such Third Party Website and has no     responsibility or liability for any acts or omissions by such Third Party Website.  
  6. We cannot and do not provide any guarantees around placement of your Ad. While we will use reasonable commercial endeavours to ensure adequate placement of your Ad, it may end up next to Ads of your competitors or adjacent to Ads of products which are not compatible with your offering.  You acknowledge there is no remedy for placements of your Ad which do not meet your requirements.  
  7. CarExpert or a Third Party Website may head an Ad "Advertisement" or other analogous terminology whenever required by law to do so or whenever it     considers it appropriate to do so.
  8. In the event we reasonably believe that any Ad is underperforming, we may in our discretion change the placement of Advertising Material from that     specified in the Order provided that it is displayed within a substantially equivalent sized advertising unit and on a reasonably     equivalent website environment to those specified in the Order.
  9. We will use reasonable endeavours to supply mocks of all Custom Materials for your approval reasonably in advance of Publication Date:
    1. You must promptly check mock ups upon receipt and notify us of your approval or of any amendments you require at least 48 hours prior to Publication      Date. We will make one change only free of charge provided such change will take us less than 24 hours to effect, any further changes will be      subject to additional fees.  
    2. If we do not receive your approval for mock ups of the Custom Materials supplied to us at least two (2) Business Days prior to Publication Date, such mock-ups will be deemed to have been approved by you.
  10. If there is an error in any of your Advertising Materials which you require us to correct, this will be treated as a new Creative Asset and will be subject to the terms and conditions herein relating to the delivery of Advertising Materials and Creative Assets. 

7. FAILURE TO PROVIDE ADVERTISING MATERIALS

  1. Late Campaign Assets for Date Specific Requests: If the Insertion Order contains specific dates and you do not request these by the Lead Time, such date-specific items will be forfeited and cannot be carried over to future bookings. You will still be required to pay for the Ads as set out in the Insertion Orders even if CarExpert was unable to place the Ad due to your late submission of date requests.  
  2. Third Parties:  CarExpert will not be responsible where any delay or failure to publish Advertising Materials has occurred due to a third party’s actions contributing to any delay or breach of clauses 3 or 4 by the Advertiser.
  3. Take-Down of Materials and Replacement: If you have not provided Advertising Materials in accordance with clause 3 or 4 above, we will be entitled to take     these down immediately but, without limiting our rights herein, we may, in our absolute discretion, provide you with 48 hours to provide replacement     Advertising Material but we are not required to do so.  In no circumstances, will we afford you the opportunity to replace Advertising Materials which:
    1. Compete with CarExpert;
    2. Breach Applicable Laws; or
    3. Contravene Clause 3 of the Creative Acceptance Policy.
  4. Consequences of Late Delivery of Advertising Materials: If we do not receive your Advertising Material by the Lead Time, we (in our sole discretion) may:
       
    1. Treat this as a cancellation of the applicable Insertion Order or part thereof and we may charge you the total Fees set out therein or Fees on a pro rata basis based on the value of the full Insertion Order for each full day that the Advertising Material is not received; or
    2. Suspend or delay your Ads in our complete discretion but you will still be required to pay the total Fees as set out in the Insertion Order;
    3. Decide not to or be unable to fully deliver the Advertising Services but you will still be required to pay the total Fees as set out in the Insertion Order.
  5. Consequences of Advertising Materials which breach this Agreement: If any Advertising Material breaches the terms of this Agreement, we are entitled to remove all such Advertising Materials immediately and treat this as a cancellation of the applicable Insertion Order or part thereof and we may charge you the total Fees set out therein.
  6. No refunds: Under no circumstances will CarExpert provide any refunds for any Advertising Services which were not provided in accordance with the terms of this Agreement. The Advertiser’s sole remedy for any non-delivery is set out in clause 9 below.

8. CHANGE REQUESTS

  1. The Advertiser may, after submitting an Insertion Order but prior to the Publication Date, request in writing changes or variations to the Insertion Order (a ‘Change Request’).
  2. CarExpert will, as soon as practicable, advise the Advertiser:
    1. if it accepts the Change Request;
    2. any variation to the Fees associated with such Change Request;
    3. any changes to this Agreement which may result from implementing the Change Request; and
    4. any impact which implementation of the Change Request is expected to have on the ability of CarExpert to perform its obligations in accordance with the Agreement.
  3. CarExpert will have no obligation to proceed with a Change Request until such time as both Parties agree in writing and the Agreement is amended accordingly     and the Advertiser has paid any additional Fees where applicable.
  4. If CarExpert’s products change, we will notify you accordingly of any such changes and we will mutually agree any amendments that need to be made to any Insertion Order.  

9. SERVICE LEVELS

  1. Subject to the Insertion Order, the Advertiser acknowledges and agrees that CarExpert makes no representation or warranty with respect to the     continuous accessibility or availability of the CarExpert Network or the number of Impressions, click throughs or like metrics.
  2. The     Advertiser understands and accepts that traffic levels to CarExpert’s Network websites may fluctuate and the Advertiser is not guaranteed any particular level of exposure by the purchase of the Ad.
  3. If CarExpert fails to publish an Ad in breach of the terms of this Agreement, the Advertiser’s sole remedy is to request CarExpert to make-good such failure by either publishing the Ad in a subsequent month or delivering commitments to the same value in a subsequent Ad campaign or extending an initial Ad campaign (in CarExpert’s discretion).  
  4. If the Insertion Order includes Campaign Targets or a number of Impressions per month on the CarExpert’s Network, CarExpert will use its reasonable commercial endeavours to reach those Campaign Targets or supply the agreed number of Impressions. If the final Campaign Targets or number of Impressions (as determined by CarExpert) set out in the Insertion Order is within 10% of what CarExpert has delivered to the Advertiser, the Campaign Targets or number of Impressions will be deemed completed.  If CarExpert determines that it has missed the Campaign Targets or the number of Impressions by more than 10%, provided that the Advertiser is not in breach of this Agreement, CarExpert will provide additional impressions of the Ad in the following month(s) in its absolute discretion as the Advertiser's sole remedy.  This clause does not apply to Bonus Ads or Advertiser SOV.
  5. The number of Impressions in any particular period or whether a Campaign Target has been reached or not will be solely and finally determined by CarExpert and results from the Advertiser or any third-party provider will not be accepted for the purposes of calculating the number of Impressions or other metrics set out within the Campaign Targets.
  6. CarExpert may provide Bonus Ads or Advertiser SOV to the Advertiser in an Insertion Order but the Advertiser acknowledges and agrees that, if any set number     of Impressions, click throughs or like metrics are not met (or percentage level in the case of Advertiser SOV), CarExpert will not be under any obligation to refund, reimburse or credit the account of the Advertiser or provide the Advertiser with any residual number of Impressions nor would the Advertiser have any right of set-off against CarExpert for the payment of Fees to CarExpert.

10. CANCELLATION OF ADVERTISEMENTS

  1. Standard Campaigns: The Advertiser may cancel an Ad and terminate such specific Ad without cause, on 30 days’ written notice to CarExpert prior to the     Publication Date. CarExpert will charge the Advertiser for the full cost of the Ad where the Agreement is terminated with less than 30 days’ written notice prior to the Publication Date. A termination of an Ad does not affect the validity of the Insertion Order.  
  2. Baseline     Campaigns: The Advertiser may cancel an Ad and terminate such specific Ad without cause, at any time on 90 days’ written notice to CarExpert     (Minimum Notice Period), provided that:
    1.  If the Publication Date occurs before or during the Minimum Notice Period then:
      1. The Ad shall remain published for the Minimum Notice Period
      2. CarExpert will charge the Advertiser for the costs of the Ad during the Minimum Notice Period; and
      3. At the end of the Minimum Notice Period, CarExpert will remove the Ad.
    2. If the Publication Date is to occur after the end of the Minimum Notice Period, the Ad will not be published and CarExpert will not charge the Advertiser for the costs of the Ad. A termination of an Ad does not affect the validity of the Insertion Oder.
  3. Regardless of the period of notice you have provided to us, if you cancel any Order for Creative Services we will charge you for any production costs and     charges we have incurred as of the date of cancellation, plus any cancellation fees or charges we will incur as a result of your cancellation.

11. HOW AND WHEN CAREXPERT FEES ARE PAYABLE

  1. The Advertiser will pay the Fees as set out in the Insertion Order. If no Fees are specified in the Insertion Order, the charges for our Advertising Services will be as set out in our current Rate Card at the time of our acceptance of the Order
  2. Fees:
    1. We will invoice you monthly for fees and costs due under this Agreement (calculated and payable on Advertising Services booked under applicable      Insertion Order rather than Advertising Services delivered).
    2. You will pay the amounts invoiced within 45 days of the date of the invoice (or in the timeframe as otherwise specified in the invoice).
    3. Any dispute the Advertiser has with an invoice must be raised with us  promptly and no later than 45 days after the invoice date. After that time, Advertiser will be deemed to have accepted the full amount set out in the issued invoice and is due and payable by the Advertiser
  3. The Advertiser acknowledges and agrees that no fee or other payment will be paid by CarExpert to the Advertiser for placing an Ad.
  4. If the Advertiser fails to pay any Fees by the required time in addition to any other rights it may have at law, CarExpert may require that the Advertiser pay:
    1.  interest to CarExpert, late payment charges for any overdue invoice which will be calculated monthly on the overdue amount at three per cent (3%) above the RBA official cash rate, until all monies due are paid; and
    2. any expense (including but not limited to legal fees and collection agency fees) incurred by CarExpert in recovering the outstanding Fees from the      Advertiser.
    5.  
  5. All Fees shall be paid by the Advertiser without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law).
  6. Agency commissions or fees are not payable against any production services which CarExpert provides which includes but is not limited to the production of     Custom Materials.

‍12. MEASUREMENT

  1. We  will measure advertising (including but not limited to Impressions delivered, clicks achieved, IVT, viewability) through our advertising tracking systems. Results from third party ad-servers or verification tools or the Advertiser will not be accepted for the purposes of billing and assessment of advertising performance or whether or not Campaign Targets have been hit.
  2. We will endeavour to ensure non-human traffic is excluded from any such calculations or measurements but we cannot exclude the possibility that non-human traffic may be included in any of our measurements or calculations.  

14. GOODS AND SERVICES TAX

  1. All rates and charges are quoted exclusive of GST unless expressly stated otherwise.
  2. CarExpert will issue the Advertiser with a valid tax invoice and the Advertiser will pay to CarExpert any applicable GST in addition to the rates and charges quoted.

15. LIABILITY

  1. Other than as set out in this Agreement, and to the full extent permitted by Applicable Law, all implied and express warranties, rights, remedies, conditions and     guarantees in respect of the Advertising Services provided by CarExpert under this Agreement are hereby excluded.
  2. Subject to clauses 15.3 to 15.6, CarExpert will only be liable to the Advertiser:
    1. where Applicable Law creates or implies a guarantee, right or term into this Agreement which cannot be excluded and CarExpert breaches that term      provided that to the full extent permitted by Applicable Law, CarExpert’s liability is limited, at its discretion, to supplying the relevant Advertising Services again or paying the cost of supplying those Advertising Services again; or
    2. subject to paragraph 15.2(a), where the claim or cause of action arises out of or in connection with this Agreement (whether arising in contract, tort      (including negligence), indemnity or breach of statute) CarExpert’s liability to the Advertiser for such claim or cause of action is limited, in aggregate in respect of all claims or causes of action, to the sum of Fees paid by the Advertiser in accordance with this Agreement in respect  of the Advertising Services to which the claim or cause of action relates.
  3. In no event will either Party be liable to the other for loss of use, production, profit, revenue, business, data, contract, or anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect or consequential loss or damage.
  4. The Parties agree that the time within any claim or cause of action may be brought arising out of or in connection with this Agreement (other than for a failure to pay any Fees or an indemnity claim by CarExpert) is limited to 1 month from the date the claim or cause of action arose or the date on which the claim or cause of action should reasonably have been discovered.
  5. For the purposes of this clause, the term CarExpert or Party will mean CarExpert or a Party to this Agreement, its officers, employees, contractors, and agents, whether individually or collectively.
  6. Any amount claimed by the Advertiser pursuant to clause 15.2 will be reduced proportionally to the extent that any loss, damage, liability, claim or expense is directly or indirectly caused, or contributed to, by the Advertiser.

16. SUSPENSION OF ADVERTISING SERVICES

CarExpert may in its absolute discretion immediately suspend the Advertising Services in the event of a Default Event by the Advertiser.

17. WHEN DOES THIS AGREEMENT AND/OR A PRODUCT ANDSERVICES AGREEMENT END

  1. CarExpert may terminate this Agreement at any time on 30 days’ written notice to the Advertiser.
  2. A Party may terminate this Agreement by immediate written notice to the other Party (the "Defaulting Party") if:
    1. the Defaulting Party breaches any provision of the Agreement that is not capable of remedy;
    2.  the Defaulting Party breaches any provision of the Agreement that is capable of remedy and fails to remedy such breach within 14 days of receipt of      written notice; or
    3.  the Defaulting Party is Insolvent.
  3. On the termination or expiry of this Agreement:
    1. CarExpert will immediately cease to provide the Advertising Services;
    2. the Advertiser must pay all outstanding Fees to CarExpert in respect of an Insertion Order;
    3. the Advertiser must return any Custom Materials to CarExpert; and
    4. clauses 15, 17, 18 and 20 will sur
    4.  
  4. Termination of this Agreement will not prejudice any accrued rights or liabilities of a Party.
  5. If CarExpert has terminated this Agreement for no reason or suspended any Ad for no good reason then the Advertiser is only required to pay for the Insertion Order up to the date of termination or for such Ad while it was shown on the CarExpert Networks or Third Party Websites.  

‍18. INDEMNITY

The Advertiser indemnifies CarExpert and the Related Bodies Corporate and each of their directors, officers, agents and employees against all actions, claims, proceedings, demands and any other liability (including the cost of defending or settling any actions, claims and demands) whatsoever arising wholly or partially directly or indirectly from or in connection with the breach of this Agreement by the Advertiser or its employees, agents, directors, officers or representatives.

19.  LICENCE

  1. The Advertiser grants CarExpert a non-exclusive, royalty free, worldwide licence to use, copy, adapt, re-format, re-compile, edit, modify, perform,     reproduce, display, transmit and distribute the Advertising Material for the purposes of performing its obligations pursuant to this Agreement.
  2. Any Custom Materials created by CarExpert pursuant to this Agreement are owned by CarExpert and CarExpert grants the Advertiser a non-exclusive, royalty free, worldwide licence to use, copy, adapt, re-format, re-compile, edit, modify, perform, reproduce, display, transmit and distribute the Custom Materials in accordance with this Agreement during the term of this Agreement only.  

20. VARIATION

CarExpert may, in its absolute discretion, modify or amend these Terms and Conditions by publishing those modified or amended Terms and Conditions on its website and such modification or amendment will be notified to you and your continued usage of our Advertising Services after such notification will be deemed consent to such changes. The Advertiser must thereafter comply with the amended Terms and Conditions or terminate this Agreement as set out herein.

21. OTHER LEGAL MATTERS

  1. Confidential Information
    The Advertiser agrees to accept all Confidential Information confidential without limit in time and it may not disclose any such Confidential Information to any third parties unless otherwise agreed to in writing by CarExpert.
  1. Entire Agreement
        These Terms and Conditions, the Insertion Order, the Creative Acceptance Policy and the Advertising Specifications Site set out the entire agreement between CarExpert and the Advertiser in respect of the Advertising Services and supersedes all prior arrangements, undertakings, representation, and warranties in respect of the Advertising Services including any terms and conditions submitted by the Advertiser not set out in this Agreement.
  2. Assignment
        Except for an assignment by CarExpert to its Related Bodies Corporate, neither Party may assign, transfer, or otherwise dispose of, in whole or in part their rights or obligations under this Agreement, without the  prior written consent of the other which consent will not be unreasonably withheld.
  3. Sub-contractors
            CarExpert may subcontract the performance of this Agreement or any part thereof to any third-party.
  4. Provisions Severable
            If any provision of this Agreement is invalid, illegal, or unenforceable in any respect the validity, legality and enforceability of the remaining provisions
        will not be affected, and such invalid, illegal, or unenforceable provision is to be severed from the relevant agreement.
  5. Variation and Waiver
    Failure by any Party to exercise or delay in exercising any right, power or remedy under this Agreement does not prevent its exercise. Any variation or waiver of this Agreement must be in writing signed by the Party or Parties to be bound.
  6. ‍Privacy Policy
    Both Parties agree to abide by and comply with the terms of CarExpert’s privacy policy https://www.carexpert.com.au/privacy-policy.
  1. Notice
    Where in this Agreement a Party is required to give notice in writing a Party
        may give the same by:
    1. prepaid ordinary post to the party’s address set out in the Insertion
           Order which will be deemed to be delivered 2 Business Days after it is sent;
    2. fax to the fax number set out the Insertion Order which will be deemed to be delivered once a correct transmission slip is received; or
    3.  any other way permitted by law.
  2. Governing Law
        This Agreement is governed by and construed in accordance with the laws of the State of Victoria, Australia and the Parties irrevocably submit to the
        exclusive jurisdiction of the Courts in that State.
  3. ‍Costs
        ‍    The Parties agree to pay their own Legal and other costs and expenses in connection with the preparation, execution and completion of this Agreement.

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