WEDDING CIRCLE ADVERTISING SERVICE AGREEMENT
Dated 30th day of March 2017.
This Wedding Circle Advertising Service Agreement (Agreement) is entered into by and BETWEEN:
COMPANY_NAME of ABN COMPANY_ABN
WeddingCircle of ABN 24 680 449 122 of ADDRESS PO Box 55, Richmond VIC 3121 (Wedding Circle)
FOR Advertising Services being:
AND for the following Advertising Fee:
WHEREBY the parties agree as follows:
1.1 You certify as follows:
1.1.1 That Your business is as represented to WeddingCircle whether by You or by someone on Your behalf;
1.1.2 That You have and will retain a valid Australia Business Number (ABN) registration;
1.1.3 That You are and will remain registered with the Australian Taxation Office for taxation purposes;
1.1.4 That You have and will retain an Australian based domain name ending in ...com.au, ...net.au, ...org.au, ...gov.au or ...com;
1.1.5 That You have and will retain a regularly operating place of business within Australia; and
1.1.6 You are and will continue to comply with all Commonwealth, State, and Territory consumer protection and trade practices legislation, regulations, or other laws.
2.1 The term of this Agreement is for a minimum thirteen (13) month period commencing from the Date of Acceptance unless and until cancelled in accordance with Clause 7 of this Agreement.
2.2 The term of this Service Agreement continues in thirteen (13) month successive periods should You choose to renew Advertising Services.
3. PAYMENT & FEES
3.1 Advertising Fees are payable in advance prior to establishment of Advertising Services.
3.2 Any Additional Advertising Services are payable in advance prior to actioning of Additional Advertising Services pursuant to the Advertising Fee Schedule as at the date the Additional Advertising Services are purchased by You. WeddingCircle has the right to increase the fee for Additional Advertising Services in the Advertising Fee Schedule at any time and without notice.
3.3 Any Additional Advertising Services required during the term of this Agreement will be prorated from the date of payment for Additional Advertising Services until the end of the current term of this Agreement for originally provisioned Advertising Services.
3.4 Any further term of this Agreement under Clause 2 will include all Advertising Services (inclusive of any and all Additional Advertising Services rendered during the immediately preceding term of this Agreement) and may include an adjusted Advertising Fee for such Advertising Services.
3.5 All transactions are processed in Australian Dollars (AUD).
3.6 Should any payments not be made in accordance with this Clause for any reason, whether within Your control or otherwise, WeddingCircle will have no obligation whatsoever to provide or continue providing any Advertising Services or Additional Advertising Services unless and until full payment is made to the satisfaction of WeddingCircle.
3.7 Any payments not made in accordance with this Clause may be collected by commercial and / or legal process from You by WeddingCircle without notice and may attract interest at the rate specified under the Penalty Interest Rates Act (VIC).
4.1 For the purpose of this Agreement, Advertising Services means number of Placements specified in the top section of this Agreement provided to You by WeddingCircle or such additional Placements You may purchase from WeddingCircle during this Agreement. Each Placement consists of one (1) business listing and one (1) business profile page. WeddingCircle provides You with additional content you can add and / or link to each profile page by way of unpaid courtesy that may be altered or withdrawn any time and without notice. You agree to follow the publishing guidelines describing additional content you can add, or link to, including acceptable formats, size restrictions including other relative guidance.
4.2 By entering into this Agreement:
4.2.1 It is the responsibility of WeddingCircle to provide website access for the Advertising Services under this Agreement.
4.2.2 It is Your responsibility to upload and publish any Content to the Site via the Advertiser Control Panel.
4.2.3 It is Your responsibility to ensure the factual accuracy of any Content uploaded and published to the Site.
4.3 Advertising Services will only be provided by WeddingCircle under this Agreement if You upload and publish any content via the Advertiser Control Panel.
4.6 Advertising Services provided by WeddingCircle does not include any drafting, copywriting, design or editing service by or on behalf of WeddingCircle.
4.7 We do not guarantee that Your content will be featured in any particular position or rank on any other third-party website.
5. ACCESS TO ADVERTISER CONTROL PANEL
5.1 WeddingCircle will permit You to access the Advertiser Control Panel provided You are not in breach of this Agreement or of any term of this Site.
5.2 WeddingCircle will permit You or any person You authorize to view, add, edit and / or delete Content via the Advertiser Control Panel provided You are not in breach of this Agreement or of any term of this Site.
6. IRREVOCABLE LICENCE
6.1 By You uploading and publishing Content to this Site You irrevocably licence and permit WeddingCircle to use and enjoy any intellectual property rights You have or may have in relation to such Content at no cost to WeddingCircle.
6.2 You agree not to limit, withdraw, charge, encumber, cancel or otherwise effect the irrevocable licence granted to WeddingCircle under Clause 6.1
6.3 You will indemnify WeddingCircle for any losses, damages, costs or expenses incurred directly or indirectly by WeddingCircle or any other person arising whether from any observance or from any breach of this Clause or of this Agreement.
7.1 WeddingCircle reserves the right to cancel this Agreement should the terms of this Agreement be breached by You.
7.2 By entering into this Agreement You are deemed to have accepted the validity of any cancellation under Clause 7.1 and shall not litigate, or dispute, appeal or question such termination by WeddingCircle.
7.3 If WeddingCircle cancels this Agreement under Clause 7.1, WeddingCircle shall be under no obligation whatsoever to refund to You any payment made under Clause 3 of this Agreement.
7.4 If this Agreement is cancelled in accordance with this Clause or otherwise terminated according to law, WeddingCircle reserves the right to remove and / or permanently delete any Content uploaded or published by You from the Site servers and to destroy any hardcopy content or documents and You acknowledge and agree that once removed, deleted or destroyed, the information cannot and will not be restored to You.
8.1 If this Agreement is cancelled under Clause 7, then WeddingCircle shall be under no obligation to refund to You any payment under Clause 3 of this Agreement.
8.2 If You suffer any loss caused by Wedding Circle's breach of this Agreement, Wedding Circle's refund obligation is limited to Clause 12.
8.3 Notwithstanding Clauses 8.1 and 8.2, WeddingCircle reserves the right to make any ex gratia refund or payment to You in its discretion.
10. NO REPRESENTATION
10.1 WeddingCircle and its agents, employees, contractors, and consultants, make no representation, promise, guarantee or warranty to You or to any other person, about or concerning any benefit, payment, return, income or capital payment You may receive from or as a result of using these Advertising Services or Additional Advertising Services in accordance with this Agreement.
11.1 WeddingCircle shall take all reasonable steps to ensure server uptime so as to provide All Advertising Services in accordance with this Agreement.
11.2 WeddingCircle unilaterally reserves the right to interrupt or close down the Site without notice and for no reason if WeddingCircle believes that the Site or Site server requires maintenance or repair causing the Site to be non-functioning or interrupted for any period.
11.3 You agree and acknowledge that maintenance is required for the upkeep of the server which at times may render the site non-functioning and WeddingCircle will not accept any liability or obligation to You or any other person on Your behalf, any compensation, damages, or payment of any kind arising from any loss or damage You may incur as a result of Clause 11.2.
11.4 You agree not to hold WeddingCircle liable directly or indirectly for any outages or downtime that may occur in connection with the Advertising Services and / or Additional Advertising Services.
12. LIMITATION OF LIABILITY
12.1 Our maximum liability to You or any other person for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the greater of:
12.1.1 Two hundred (200) Australian dollars; or
12.1.2 Refunding any Advertising Fee payable; or
12.1.3 The cost of resupplying the Advertising Services and / or Additional Advertising Services.
12.2 WeddingCircle will provide You with statistics or information relating to Advertising Services or Additional Advertising Services by way of unpaid courtesy only and WeddingCircle shall not be liable to You or any other person directly or indirectly for any claim or action for any loss or damage You sustain by relying upon such statistics or information.
13. CONFIDENTIALITY AND PRIVACY
13.1 You promise to WeddingCircle that You will at all times keep confidential and not disclose to any person or by any means any Confidential Information without the express written consent of WeddingCircle which may be withheld without any reason being given.
13.2 You promise to WeddingCircle that You will not at any time or by any means give to any person access to any document or thing which contains, incorporates, or refers to Confidential Information.
14.1 The Advertiser agrees to defend, hold harmless and will indemnify WeddingCircle from all damages, costs and expenses of any nature whatsoever including but not limited to reasonable legal and other fees, for which WeddingCircle may become liable by reason of its publication of the Advertiser's online advertising.
14.2 WeddingCircle reserves the right to vary, delete, or insert new terms to this Agreement upon giving You written notice of the varied, deleted, or inserted terms and this Agreement as amended will then contain the full understanding of the parties.
15. REPLACEMENT AND SAVING OF PREVIOUS AGREEMENT (IF APPLICABLE)
15.1 This Agreement replaces the Wedding Circle Advertising Service Agreement entered into between the parties on the preceding Agreement date (Replaced Agreement) subject to the following Clauses:
15.2 You remain bound by all of the terms and conditions of the Replaced Agreement including payment of any Advertising Fees for any Advertising Services, or Additional Advertising Services, to WeddingCircle; and
15.3 WeddingCircle remains bound by all of the terms and conditions of the Replaced Agreement.
Acceptance means You have clicked on I accept this Agreement and Your payment has been successfully processed.
Additional Advertising Services refers to any number and variety of Placements beyond the Advertising Services purchased via the Advertiser Control Panel, or purchased from WeddingCircle, and excludes banner advertising booked via Insertion Orders.
Advertiser means the company You represent, COMPANY_NAME (of ABN COMPANY_ABN).
Advertiser Control Panel means the content management system by which You may add, edit or delete Content.
Advertising Fee means the total cost of Advertising Services and of Additional Advertising Services including GST and in Australian dollars as referred to in the first section of this Agreement.
Advertising Services means the Placements referred to in Clause 4.1.
Agreement means this Wedding Circle Advertising Service Agreement.
All Advertising Services refers to Advertising Services combined with Additional Advertising Services.
Australian Dollars means Australian dollars inclusive of GST.
Banner Advertising means any advertisement that is a graphical web advertising unit such as a 468 x 60, 300 x 250 or 728 x 90 measured in pixels by width and height respectively. Banner Advertising will not be automatically renewed in any successive term of this Agreement without the written consent of WeddingCircle and payment of any further fee or charge.
Confidential Information means this Agreement, any information or price contained or referred in this Agreement and any information provided by WeddingCircle before or after this Agreement to You or Your agents which by its nature is confidential or is marked confidential, private, secret, or not to be disclosed.
Content means all information, data or facts posted by You onto this Site including, without limitation, all comment, feedback, ideas, suggestions, testimonials, claims, texts, brochures, files, graphics, icons, photographs, video, SMS, and email addresses and URLs.
Date of Acceptance means date upon which Acceptance is provided by You.
WeddingCircle or WC means Wedding Circle (of ABN 24 680 449 122 of PO Box 55, Richmond VIC 3121) and its successors and assigns according to law.
Insertion Order means Wedding Circle Insertion Order Agreement which is seperate to this Agreement. An Insertion Order requires signed approval by You or Your agents, contractors, consultants or employees, whether or not authorised by You to facilitate Banner Advertising on this Site.
Placement means a listing and profile page on this Site.
Site means weddingcircle.com.au.
You means including any agent, contractor, consultant or employee whether authorised by You or not.
The parties to this Agreement hereby agree to its terms and conditions.
For and on behalf of WeddingCircle
Name - Jason Andary
Title - Director
Address - PO Box 55, Richmond VIC 3121
For and on behalf of COMPANY_NAME
Name - NAME