CarAdvice Advertising Terms & Conditions

Last Updated : 1st December 2017

  1. ABOUT THIS AGREEMENT
    1. These Terms and Conditions together with the Insertion Order form the agreement between the Advertiser and CarAdvice.
    2. All Advertising Material must comply with and is subject to these Terms and Conditions as well as our Advertising Guidelines, or 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.
    4. If CarAdvice supplies Advertising Services which are not specified in an Insertion Order these Terms and Conditions still apply.
  2. WORDS AND PHRASES
    1. In this Agreement:
      1. "AD" means an advertisement on one or more CarAdvice Network websites or nominated external websites and includes any Bonus Ad or Advertiser SOV;
      2. "ADVERTISER" means the person who signs the Insertion Order, and includes an advertiser on whose behalf the Advertising Services are being provided to 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 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 (if applicable).
      6. "AGREEMENT" means these Terms and Conditions and an Insertion Order signed by the Advertiser and accepted by CarAdvice;
      7. "BONUS AD" means an Ad which is provided as an incentive to the Advertiser, the details of which are set out in the Insertion Order (if applicable).
      8. "BUSINESS DAY" means any day excluding Saturday or Sunday or a bank or relevant State public national holiday in Australia;
      9. "CANCELLATION FEE" means the estimated charges and cost we would have reasonably expected to have received for the provision of Services but for your late cancellation including our charges for producing any Custom Materials and our Fees for publishing any Custom Materials or Advertising Material based on the applicable Insertion Order.
      10. "CARADVICE" means CarAdvice.com Pty Limited (ABN 84 116 608 158) and/or its Related Bodies Corporate;
      11. "CARADVICE ADVERTISING GUIDELINES" means the CarAdvice Advertising Guidelines provided to the Advertiser as part of the Insertion Order.
      12. "CARADVICE NETWORK" means the network of websites and related services owned or operated by CarAdvice including, but not limited to www.CarAdvice.com.au, CarAdviceTV.com.au, CarAdvice.tv and BoatAdvice.com.au
      13. "CUSTOM MATERIALS" means customised content and materials in any form which we have produced for any particular campaign or promotion including any banner, advertisement, copy, mini website or co-branded webpages, newsletters or e-marketing materials as set out in the Insertion Order.
      14. "DEFAULT EVENT" means the events listed in clause 17.2;
      15. "FEES" means our fees and charges for the provision of Services as specified in the Insertion Order
      16. "FORCE MAJEURE" means an event or circumstance beyond the reasonable control of a Party (without fault or negligence of that Party);
      17. "IMPRESSION" means a single appearance of an Ad on a CarAdvice Network website resulting from that website being accessed;
      18. "INSERTION ORDER" means an order for Advertising Services in the form required by CarAdvice which specifies details of the services we agree to provide to you;
      19. "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;
      20. "INTELLECTUAL PROPERTY" means all intellectual property including all present and future registered and unregistered copyright, trademarks, trade and business names, moral rights, designs, patent, rights to sue for passing off or unfair competition, semi-conductor or circuit layout, trade secrets, domain names, know how, confidential information, inventions and discoveries and all other similar or equivalent rights and including all applications for, and renewals, extensions or revivals of, such rights for their full term;
      21. "INTELLECTUAL PROPERTY RIGHTS" means any rights in Intellectual Property;
      22. "ORDER" means an order for Services described in an Insertion Order which has been accepted by us in accordance with this Agreement
      23. "PROHIBITED WEBSITE" means a website that contains any content of a kind described in sub-clauses 5.1(a)(i)-(vi);
      24. "PUBLICATION DATE" means the start date for the Ad described in the Insertion Order;
      25. "RATE CARD" means our current standard rates and charges for the provision of Services as notified to you from time to time
      26. "RELATED BODY CORPORATE" has the meaning given in the Corporations Act (Cth) 2001;
      27. "SERVICES" means the services to be supplied by us to you as described in any Insertion Order
      28. (bb)a reference to any party or other person includes that person's successors and permitted assigns;
      29. (cc)a reference to this or any other document includes a reference to that document as amended, supplemented, novated or replaced from time to time;
      30. (dd)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;
      31. (ee)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;
      32. (ff)the words "include" and "including" mean "including but not limited to"; and
      33. (gg)the headings in this agreement do not affect its interpretation
      34. (hh)We/our/us means CarAdvice.com Pty Ltd in its own capacity to the extent that the relevant services are provided in connection with CarAdvice.com
      35. (ii) You/your means the person identified as the "Customer" or "Advertiser" in the Insertion Order (an including any advertising agency that is acting on behalf of any advertiser or client on whose behalf Services are being requested pursuant to an Insertion Order
  3. PLACING AN ADVERTISEMENT
    1. In order to place an Ad the Advertiser must:
      1. submit a signed Insertion Order; and
      2. subject to the terms of the Insertion Order and these Terms and Conditions, provide all Advertising Material to CarAdvice and abide by the Advertising Guidelines
    2. CarAdvice is not bound to publish an Ad until the Insertion Order is accepted by CarAdvice. An Insertion Order will be deemed not to have been accepted by CarAdvice if the Ad is not published. However, if an Ad is published where there is no Insertion Order, the Advertiser will be liable to pay the Fees as set out in these Terms and Conditions.
    3. Orders which are in any way conditional will not be accepted.
  4. WHAT THE ADVERTISER MUST DO
    1. The Advertiser must:
      1. provide all required Advertising Material to CarAdvice in the relevant timeframe prescribed in the Advertising Guidelines and in the format prescribed by CarAdvice from time to time;
      2. comply with the CarAdvice Advertising Guidelines;
      3. ensure that all Advertising Material submitted is free from all viruses or other programs that may damage or interfere with any CarAdvice system, data, or information;
      4. obtain permission from the owner of Intellectual Property Rights in any third-party material included in the Advertising Material; and
      5. if the Ad involves a competition or trade promotion which requires to be licensed under any applicable laws, the Advertiser must have (and warrants to CarAdvice that it has) all necessary licenses to conduct that competition or trade promotion;
    2. If the Advertiser does not provide the Advertising Material to CarAdvice in the time set out in clause 4.1(a) or in compliance with the other terms of clause 4.1, Ad's publication may be delayed, or the Ad may not be published. In either of those cases, the Advertiser is and will remain liable to pay for the Ad and will be invoiced the Fee from the Publication Date regardless of whether the Ad is published. The Advertiser is responsible for providing third parties with lead time and other Ad requirements and CarAdvice will not be responsible where any delay or failure to publish has occurred due to a third party’s actions contributing to any delay or breach of the above provisions by the Advertiser.
  5. WHAT THE ADVERTISER MUST NOT DO
    1. The Advertiser represents and warrants that it has the legal power and capacity to be bound by the Agreement and will not:
      1. submit Advertising Material which:
        1. does not comply with all relevant laws including but not limited to the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth) and any financial services laws under the Corporations Act 2001 (Cth);
        2. infringes the Intellectual Property Rights of any person or breaches any duties towards any person including privacy rights;
        3. is illegal, fraudulent, obscene, offensive, defamatory, or in any way unsuitable for people under the age of eighteen (18) years;
        4. is misleading or deceptive or likely to mislead or deceive;
        5. comprise anything which may adversely reflect on CarAdvice or any website on which the Advertising Material is published or suggests any endorsement by or affiliation with CarAdvice or any website on which the Ad is published;
        6. includes any reference or promotes a competitor automotive website in or via the creative. This pertains to both local and international automotive sites.
      2. disclose to any person CarAdvice’s Rate Card or this Agreement;
      3. re-sell, assign or transfer any rights under this Agreement to any person;
      4. insert any tag, code, cookie or other data tracking or collection device for the purpose including but not limited to the re-targeting of CarAdvice.com users on a third-party site, network or exchange unless otherwise agreed in writing;
      5. link, pool, correlate, resell, transfer, disclose or make available any advertising statistics the result of displaying the creative on the CarAdvice network for the purposes of behavioral targeting or other type of re-targeting off the CarAdvice network without CarAdvice express written permission;
      6. use any automated means to access, ad load verify, monitor, content scrape or copy the CarAdvice Network or any data therein unless otherwise agreed in writing; and/or
      7. interfere with the proper working of the CarAdvice Network.
  6. PUBLICATION OF ADS
    1. If accepted, CarAdvice will use its best endeavours to publish the Advertiser's Ad as set out in the Insertion Order on these Terms and Conditions.
    2. The Advertiser acknowledges and agrees that:
      1. CarAdvice’s ability to provide the Advertising Services is dependent upon the Advertiser and third parties performing their obligations. If CarAdvice 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 CarAdvice in relation to any delay or any failure to provide the Advertising Services and will be required to pay for the Fees;
      2. While every endeavour will be made to publish the Advertiser's Ad as set out in the Insertion Order, CarAdvice will not (other than as set out in clause 15.2 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 CarAdvice, its employees or agents;
      3. CarAdvice is not responsible for any aspect of the Advertiser’s or any third-party’s website(s) 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 on those websites.
    3. CarAdvice may without notice or liability, refuse to publish, withdraw, or terminate the publication of an Ad if:
      1. the Advertiser is in breach the Agreement comprised of the Insertion Order and these Terms and Conditions; or
      2. CarAdvice determines, in its absolute discretion, to refuse to publish, withdraw or terminate the publication of an Ad.
    4. Subject to the terms of the Insertion Order, CarAdvice has absolute editorial control in relation to the publication of the Advertiser's Ad, including, but not limited to the format, position, and placement of the Ad. CarAdvice may head an Ad " Advertisement" whenever required by law to do so or whenever it considers it appropriate to do so.
    5. We use all reasonable endeavours to deliver Services in accordance with the Order. In the event we reasonably believe that any campaign 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.
  7. ADVERTISING MATERIALS
    1. You will ensure that all Advertising Materials complies with our Advertising Guidelines (as may be modified from time to time) which are available here
    2. Your failure to meet our Advertising Guidelines may delay or prevent placement of the Advertising Materials on CarAdvice.com, or cause its removal from CarAdvice.com, and is in breach of this Agreement. Without limiting clause 7.3, you must provide us with replacement Advertising Material within 48 hours to the extent we may refuse to publish Advertising Material, or we may remove any Advertising Material pursuant to this Agreement.
    3. You will provide us with Advertising Material for our approval in the timeframes set out in our Advertising Guidelines. You acknowledge that time is of the essence in your provision of Advertising Materials to us.
    4. It is the Advertisers responsibility to ascertain the relevant deadlines and specifications. All deadlines are available at Advertising Guidelines page.
    5. If we do not receive your Advertising Material by Publication Date, we (at our sole discretion) may:
      1. Treat this as a cancellation of the applicable Order or part thereof and we may charge you a Cancellation fee; or
      2. Charge you fees from the Publication Date on a pro rata basis based on the value of the full Order for each full day that the Advertising Material is not received
    6. If the Advertising Material supplied to us does not meet our Advertising Guidelines and is removed from CarAdvice.com we will continue to charge you the value of full order for each full day that new compliant Advertising Material is not received
    7. If Advertising Material is late (as calculated by reference to Clause 7.3), or campaigns are paused due to non-compliant Advertising Materials (as calculated by reference to Clause 7.4), we are not required to guarantee full delivery of the Order and will not issue make goods or credits for any missed activity.
    8. You will supply us with any design instructions, logos, art work or materials which we will need to carry out Creative Services or you in the manner and format we specify in our Advertising Guidelines and Product Specifications which are found here
    9. We will use reasonable endevours 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 errors or amendments you require prior to Publication Date. We may charge you additional fees for any amendments we estimate will take more than one business days work to complete.
      2. Subject to Clause 7.8, 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 we may in our discretion treat this as a cancellation of the applicable Order or part thereof and we may charge you a cancellation fee.
  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. CarAdvice will, as soon as practicable, advise the Advertiser:
      1. if it accepts the Change Request;
      2. any variation to the Fees;
      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 CarAdvice to perform its obligations in accordance with the Insertion Order.
    3. CarAdvice will have no obligation to proceed with a Change Request until such time as both parties agree in writing and the Advertiser has paid any additional Fees where applicable.
    4. CarAdvice reserves the right to amend or reduce any bonus or increase previously discounted rates to reflect the change requested by The Advertiser.
  9. SERVICE LEVELS
    1. Subject to the Insertion Order, the Advertiser acknowledges and agrees that CarAdvice makes no representation or warranty with respect to the continuous accessibility or availability of the CarAdvice network or the number of Impressions, click throughs or like metrics. The Advertiser understands and accepts that traffic levels to CarAdvice’s Network websites may fluctuate and the Advertiser is not guaranteed any particular level of exposure by purchase of the Ad.
    2. If the Insertion Order includes a number of Impressions per month on the CarAdvice’s Network, CarAdvice will use its best endeavours to supply that number of Impressions. If the number of Impressions set out in the Insertion Order is not supplied, provided that the Advertiser is not in breach of this Agreement CarAdvice will provide additional impressions of the Ad in the following month(s) in its absolute discretion as the Advertiser's sole remedy, except in the case of Advertiser SOV and Bonus Ads. Results for the number of Impressions will be determined in CarAdvice’s absolute discretion and results from the Advertiser or any third-party provider will not be accepted for the purposes of determining any results.
    3. CarAdvice may provide Bonus Ads or Advertiser SOV to the Advertiser in an Insertion Order. If either Bonus Ads or Advertiser SOV is provided to the Advertiser:
      1. the Advertiser acknowledges that CarAdvice makes no representation or warranty with respect to the continuous accessibility or availability of the CarAdvice Network or the number of Impressions, click throughs or like metrics as part of any Bonus Ad or Advertiser SOV;
      2. the Advertiser understands and accepts that traffic levels to CarAdvice’s Network websites may fluctuate and the Advertiser is not guaranteed any particular level of exposure as part of any Bonus Ad or Advertiser SOV; and
      3. and any set number of Impressions, click throughs or like metrics are not met (or percentage level in the case of Advertiser SOV), the Advertiser acknowledges that in those circumstances CarAdvice 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 CarAdvice for the payment of Fees to CarAdvice.
  10. CANCELLATION OF ADVERTISEMENTS
    1. Standard Campaigns: The advertiser may cancel an Ad and terminate the Agreement without cause, on 30 days written notice to CarAdvice prior to the Publication Date. CarAdvice 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.
    2. Baseline Campaigns: The Advertiser may cancel an Ad and terminate the Agreement without cause, at any time on 90 days written notice to CarAdvice (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. CarAdvice will charge the Advertiser for the costs of the Ad over the Minimum Notice Period; and
        3. At the end of the Minimum Notice Period, CarAdvice 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 CarAdvice will not charge the Advertiser for the costs of the Ad.
      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 CARADVICE 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 Services will be as set out in our current Rate Card at the time of our acceptance of the Order
    2. We may change our Rate Card from time to time without notice.
    3. Fees:
      1. We will invoice you monthly for fees and costs due under this Agreement (calculated and payable on Services booked under applicable Insertion Order rather than Services delivered) and
      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).
        1. 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
    4. The Advertiser acknowledges and agrees that no fee or other payment will be paid by CarAdvice to the Advertiser for placing an Ad.
    5. If the Advertiser fails to pay any Fees by the required time in addition to any other rights it may have at law, CarAdvice may require that the Advertiser pay:
      1. interest to CarAdvice, 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 legal fees) incurred by CarAdvice in recovering the outstanding Fees from the Advertiser.
  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 will not be accepted for the purposes of billing and assessment of advertising performance.
  13. COMMERCIAL CREDIT
    1. All new advertisers are required to complete the CarAdvice Commercial Credit Application
    2. The availability of any credit facilities is subject to our approval and conditional upon the lodgment of a written application. Any credit provided will be on specific terms made available as part of the application process. Where no credit application has been approved, upfront payment may be required for all advertising.
    3. Where an advertiser fails to pay an account by the due date or fails to comply with any relevant terms and conditions, we may, at our absolute discretion, cancel or suspend any booked advertising or refuse to accept any further advertising of the Advertiser.
  14. GOODS AND SERVICES TAX
    1. All rates and charges are quoted exclusive of GST unless expressly stated otherwise. CarAdvice will issue the Advertiser with a valid tax invoice and the Advertiser will pay to CarAdvice any applicable GST in addition to the rates and charges quoted.
  15. LIABILTY
    1. Other than as set out in this Agreement, and to the full extent permitted by law, all implied and express warranties, rights, remedies, conditions and guarantees in respect of the Advertising Services provided by CarAdvice under this Agreement are hereby excluded.
    2. Subject to clause 15.3, CarAdvice will only be liable to the Advertiser:
      1. where the law creates or implies a guarantee, right or term into this Agreement which cannot be excluded and CarAdvice breaches that term provided that to the full extent permitted by law, CarAdvice’s liability is limited, at its option, to supplying the relevant services again or paying the cost of supplying those 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) CarAdvice’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 or payable 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) 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 CarAdvice or Party will mean CarAdvice 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
    1. CarAdvice 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 AND SERVICES AGREEMENT END
    1. CarAdvice may terminate this Agreement 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. CarAdvice will immediately cease to provide the Advertising Services;
      2. the Advertiser must pay all outstanding Fees to CarAdvice; and
      3. clauses 15, 17 and 18 will survive.
    4. Termination of this Agreement will not prejudice any accrued rights or liabilities of a Party.
  18. WARRANTY AND INDEMNITY
    1. The Advertiser warrants that it will only use the advertising space which it acquires to advertise its own brand, goods or services and may not sell or otherwise deal with advertising space. Where Advertiser is an advertising agency that space may only be used by the client for which the space was initially acquired or booked.
    2. If you are an Advertising Agency, you warrant to us that you are fully authorized to act on behalf of any advertiser or client on whose behalf you are requesting Services and to bind such advertiser or client to this Agreement
    3. Both you and the advertiser or client on whose behalf you are requesting Services agree to be jointly and severally liable for all applicable responsibilities stated in this Agreement, including (without limitation) the payment obligations set out in clause 11 above.
    4. Advertiser warrants that the advertisement complies with all relevant laws and regulations and that is publication in accordance with these terms will not give rise to any claims against or liabilities of CarAdvice, its directors, employees, or agents. Without limiting the generality of the above, advertisers and or advertising agencies warrant that neither the Advertisement nor its publication breaches or will breach the Competition and Consumer Act 2010, Privacy Act 1988, Copyright Act 1968, Fair Trading Act 1985, or defamation, or infringes the rights of any person.
    5. The Advertiser warrants to CarAdvice that it is fully authorised to publish and authorize CarAdvice to publish (and authorise others to publish) on its behalf the Ad and all Advertising Material.
    6. The Advertiser indemnifies CarAdvice and the CarAdvice Network (plus any website which CarAdvice syndicates Ads to), 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 publication of the Advertisement, expect to the extent caused by the Publisher. In particular and without limitation, Advertiser indemnifies CarAdvice its directors, employees and agents against any claims arising from allegations that the Advertisement contains materials which constitutes:
      1. Defamation, libel, slander, or title;
      2. Infringement of copyright, trademarks, or other intellectual property rights
      3. Breach of trade practices/competition, privacy, or fair-trading legislations; or
      4. Violation of rights of privacy or confidential information
  19. OWNERSHIP AND LICENCE
    1. Subject to warranties provided in these Terms and Conditions by the Advertiser, CarAdvice acknowledges that the Advertising Materials are owned by or licensed to the Advertiser.
    2. The Advertiser grants CarAdvice 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.
  20. VARIATION
    1. CarAdvice 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 binding on the Advertiser upon publication. The Advertiser must thereafter comply with the amended Terms and Conditions or terminate this Agreement as set out herein.
  21. OTHER LEGAL MATTERS
    1. Usage Statics
      CarAdvice statistics shall, in the absence of evidence to the contrary, be conclusive for the purpose of calculating the number of Impressions, usage statistics and like metrics, in respect of the Advertising Services.
    2. Entire Agreement
      These Terms and Conditions and the Insertion Order set out the entire agreement between CarAdvice 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.
    3. Further Acts
      Each Party agrees to do all things that may be necessary or desirable to give full effect to every part of this Agreement if asked in writing by the other Party to do so.
    4. Assignment
      Except for an assignment by CarAdvice 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.
    5. Sub-contractors
      CarAdvice may subcontract the performance of this Agreement or any part thereof.
    6. 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.
    7. 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.
    8. 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.
    9. 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.
    10. 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.