Advertising Terms and Conditions

Effective 01 November 2006

These Advertising Terms and Conditions are incorporated into the agreement between Strategic Information Services Pty Limited ("StrategicInfo") and the entity placing the Insertion Order for advertising ("Client"). The provisions of the agreement also include the terms expressed and agreed through any written correspondence and confirmation, which together with these terms shall be referred to collectively as the "Advertising Agreement".

StrategicInfo will, subject to availability, technical limitations and these Terms and Conditions, use all reasonable endeavours to publish the Clients advertisement in the format submitted by the Client and in accordance with the Clients other instructions. The positioning or placement of the Clients advertisement will be at StrategicInfo’s discretion unless specifically agreed otherwise in writing and specified in the Insertion Order or Advertising Agreement.

ACCEPTANCE

Any offer by StrategicInfo to publish advertisements and/or integrate content for the Client is made on these Advertising Terms and Conditions only, and the placement or other communication of an order for advertising or content integration with StrategicInfo will constitute the Client's unconditional acceptance of these Advertising Terms and Conditions. StrategicInfo reserves the right to reject or cancel any advertising at any time in its sole discretion (including at any time after the commencement date) without giving any reason. No contract is formed between StrategicInfo and the Client until a valid tax invoice has been issued . If an advertisement is rejected, no fee shall be charged to the client. In the event a contract has been formed, we reserve the right to refuse or withdraw your advertisement from publication at any time, without giving reasons, even if we have previously published the same or similar advertisement. Any failure by StrategicInfo to publish any requested advertisement or to integrate any particular item of content will be deemed to constitute a rejection of the order for such advertisement, but does not constitute a breach of contract or otherwise entitle the Client to any legal remedy.

INSERTION ORDER

Any written correspondance in relation to and resulting in an Advertising Agreement between StrategicInfo and the Client shall be considered an "Insertion Order" for the purposes of these Advertising Terms and Conditions and Advertising Agreement.

CREATIVE AND DESIGN

Approved advertising creative must be received at least 5 working days prior to the campaign starting date specified in the Insertion Order. Unless expressly provided for elsewhere in the Advertising Agreement:
(i) StrategicInfo will have no obligation to provide any creative, design, technical or production services to the Client; and
(ii) the nature and extent of any such services which StrategicInfo may provide to the Client shall be as determined by StrategicInfo in its sole discretion.

If the Client requests StrategicInfo to design and produce an advertisement or item of content for integration, the Client must provide StrategicInfo with all relevant material and instructions at the time of completion of the order. All relevant material must be supplied in the manner and in the format StrategicInfo specifies at least 15 working days prior to the campaign starting date. StrategicInfo will not be required to publish any advertisement or integrate any item of content, nor will it be liable for any form of loss, damage, liability or expense resulting from any delay or error in any publication, if the Client fails to supply StrategicInfo with all relevant material in accordance with these Advertising Terms and Conditions.

If approved creative is received within less than the specified number working days prior to the proposed start date, StrategicInfo does not guarantee that the campaign will be published in in any less than the specified number of working days from the date that the creative is received by StrategicInfo, however StrategicInfo shall use commercially reasonable endeavours to commence the campaign as soon as possible. If any creative is received by StrategicInfo after the relevant date causing delay of the campaign, the publication of the advertisement will be still be considered to have commenced on the commencement date specified in the Insertion Order.

POSITIONING & STYLE

All order provisions regarding positioning of advertisements will be treated as requests which will be fulfilled at StrategicInfo's sole discretion. In no event shall the Advertisement or the linked content state or imply that:
(i) the Advertisement was placed by StrategicInfo; or
(ii) that StrategicInfo endorses the Client’s products, services, content, statements or advice.

Advertisements that simulate StrategicInfo's editorial matter in appearance or style, are not acceptable. StrategicInfo may in its sole discretion label any advertisement as an ‘advertisement’ for clarification and may stipulate other conditions to ensure that it is clear that the advertisement is not StrategicInfo editorial matter. StrategicInfo may, without prior consultation or notice to the Client, amend the advertisement in any way whatsoever, if StrategicInfo believes that the publication of your advertisement would be offensive, in breach of any law, in breach of any pre-existing agreement StrategicInfo has with a third party or in breach of a third party’s rights. If StrategicInfo amends your advertisement, this will not reduce the price agreed for publication of the advertisement unless otherwise agreed in writing.

CONTENT AND RESPONSIBILITY

The Client represents and warrants to StrategicInfo that it is fully authorised to publish the entire contents and subject matter of all advertisements or integration content submitted to StrategicInfo (including, without limitation, all text, icons, materials provided to StrategicInfo for production purposes, URLs, and sites to which URLs are to be linked), and that all such contents and subject matter will comply with all applicable laws, regulations and relevant industry codes. The Client agrees unconditionally to indemnify StrategicInfo and hold StrategicInfo harmless (including all of its directors, officers, agents employees and affiliates) from and against any and all loss, damage, liability and expense (including all reasonable legal fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out the publication of, or any act or omission in relation to, the advertisements or integration content, including but not limited to claims related to defamation, discrimination, contempt, rights of publicity and/or privacy, copyright infringement, trade mark infringement, misleading or deceptive conduct and any failure to comply with or fulfil any representations, warranties or agreements made in the relevant advertisement or on any website represented by a URL shown or embedded in the relevant advertisement or any object in such advertisement.

To the extent StrategicInfo notifies the Client of reasonable complaints or concerns including, but not limited to, complaints from a website member or other affiliate regarding the advertising content or any other objectionable content or materials linked thereto or associated therewith, the Client will, to the extent such Objectionable Content is within the Client's control, use commercially reasonable efforts to respond in good faith to such complaints or concerns

LINKED CONTENT

The Client warrants and represents to StrategicInfo that each website or email address represented by any URL shown or embedded in any relevant advertisement or any object in any such advertisement or in any integration content:
(i) is controlled and operated by the Client, its independent contractors or a client of the Client (in the event the Client is an advertising agency applying on behalf of its own client);
(ii) will be functional and accessible at all times;
(iii) will at all times operate in compliance with all applicable laws, regulations and relevant industry codes;
(iv) is suitable in all respects including subject matter to be linked to from the StrategicInfo website containing the advertisement or integrated content;
(v) does not disparage StrategicInfo or its affiliates;
(vi) does not promote any product or service which is reasonably competitive with one or more of the principal products or services offered by StrategicInfo;
(vii) does not violate any applicable law, regulation or third party right (including, without limitation, any copyright, moral right, trade mark, patent or other proprietary right, defamation and laws prohibiting offensive content);
(viii) does not make false, misleading, deceptive or offensive statements, claims or representations.

StrategicInfo may test all relevant URLs, and may remove any URLs which in StrategicInfo's sole opinion fail to comply with the any of the above requirements at any time.

PAYMENT, CANCELLATION AND TERMINATION

The Client agrees to pay StrategicInfo for all advertising displayed in accordance with the agreed amounts and any applicable payment schedule. The Client will pay all taxes, duties and other government charges payable in connection with the Advertising Agreement including without limitation goods and services tax. The Client may not resell, trade, exchange, barter or broker to any third-party any advertising space which is the subject of the Advertising Agreement.
Advertising packages are non-refundable or pro-ratable except to the extent expressed in these Terms and Conditions. Should StrategicInfo fail to display the Advertisement in accordance with the Insertion Order due to the Client’s failure to comply with any requirement of the Insertion Order or the Advertising Agreement, the Client will remain liable for the full amount indicated on the Insertion Order.
StrategicInfo reserves the right to redesign or modify the organisation, structure, "look and feel" and other elements of the relevant StrategicInfo website at its sole discretion at any time without prior notice. If such modifications will materially and adversely affect the placement of the Advertisement, StrategicInfo will work with the Client to display the Advertisement in a comparable location and manner that is reasonably satisfactory to the Client. If StrategicInfo and the Client cannot reach agreement on a substitute placement, the Client shall have the right to cancel the Advertisement. In such case, the Client will only be responsible for the pro-rata portion of payments attributable to the period from the commencement of the Agreement through the effectiveness of such cancellation.
StrategicInfo reserves the right to cancel and remove at any time any Advertisement for any reason. In the event of such a cancellation, the Client will only be responsible for the pro-rata payments.

USAGE INFORMATION

StrategicInfo may in its discretion provide the Client with usage information related to the Advertisement in substance and form determined by StrategicInfo, consistent with its then-standard reporting practices. The Client may not distribute or disclose usage information to any third party without StrategicInfo’s prior written consent.

LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION

Subject to any applicable law including without limitation the Trade Practices Act 1974 (Cth), under no circumstances will:
(i) either party be liable to the other party for indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any aspect of the advertising relationship in this Agreement or any other provision of this Agreement; and
(ii) StrategicInfo will not in any event be liable to the Client under this Agreement for more than the amount to be paid by the Client to StrategicInfo as per the Agreement in which the liability accrues.

To the maximum extent permitted by law, including without limitation the Trade Practices Act 1974 (Cth), and except as expressly set out in this Agreement, StrategicInfo makes no and specifically disclaims and excludes any representations or warranties, express or implied, regarding the StrategicInfo Service or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Unless otherwise agreed in writing, StrategicInfo specifically disclaims and excludes any warranty regarding:
(i) the number of persons who will access the Client ‘s content or "click-through" the advertisement;
(ii) any benefit the Client might obtain from including the advertisement within the StrategicInfo service; and
(iii) the functionality, performance or operation of the StrategicInfo service with respect to the advertisement.

The Client will indemnify, defend and hold harmless StrategicInfo and the officers, directors, agents, affiliates, distributors, franchises and employees of StrategicInfo from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings:
(i) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trade mark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertisement or the Client’s Content;
(ii) arising out of any material breach by the Client of any duty, representation or warranty under this Agreement; or
(iii) relating to any contaminated file, virus, worm or Trojan horse originating from the Advertisement or the Client’s Content.

StrategicInfo will notify the Client of any claim, action or demand for which indemnity is claimed. StrategicInfo reserves the right to assume the exclusive defense and control of any Action. Settlement of any Action shall be subject to StrategicInfo‘s prior written approval. This clause will survive the completion, expiration, termination or cancellation of this Agreement.

If any term, warranty or condition is implied into this Agreement which by law cannot be excluded, but may be limited, liability for any breach of such term, condition or warranty is limited, at the option of the party so liable, to:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again by StrategicInfo.

GENERAL PROVISIONS

These Advertising Terms and Conditions embody the entire agreement between the parties and supersede all prior and contemporaneous agreements, arrangements and understandings between the parties with respect to its subject matter. All existing advertising agreements between the parties (if any) are by agreement of the parties hereby terminated and of no further legal effect except for any provisions in such agreements which are expressed to survive termination or expiration. These Advertising Terms and Conditions are governed by the laws of the State of Queensland Australia. The Client consents to the non-exclusive jurisdiction and venue of courts of Queensland for all disputes arising out of or relating to this agreement. This agreement does not create a joint venture, partnership, employment, or agency relationship between StrategicInfo and the Client. StrategicInfo will not be taken to have waived or modified any of term of the Advertising Agreement except by an express statement in a document signed by a duly authorised representative of StrategicInfo. The Client may not assign any of its rights in this Advertising Agreement without the prior express written consent of StrategicInfo. This Agreement, including any of StrategicInfo's rights or obligations under it may be assigned by StrategicInfo on notice to the Client, provided that the relevant assignee undertakes to perform all of StrategicInfo's obligations herein. If any provision of these Advertising Terms and Conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be taken to be modified to the extent necessary to make them enforceable. StrategicInfo may send electronic mail to the Client for any notices or notifications. All notices to StrategicInfo relating to any legal claims or matters must be made in writing to The CEO, Strategic Information Services Pty Ltd, PO Box 375, Moffat Beach. QLD Australia 4551.

StrategicInfo reserves the right to vary these terms and conditions without notice and current terms can be found at the relevant StrategicInfo website: http://www.partyplans.com.au/advertise/terms/