These terms apply to all advertising provided to any person (a ‘Client’) by Locus Outdoor (Media Space Pty Ltd, ABN: 72 631 060 921, address Level 4 / 80 Market St, South Melbourne, 3205) or any of its subsidiaries (all of which are referred to as ‘Locus Outdoor’).

1.           Publication of Advertising 1.1. Subject to these Terms, Locus Outdoor will use its reasonable degree of care and in a professional and workmanlike manner publish advertising submitted by Client (‘Advertising’) in the format submitted by the Client and in accordance with the placement instructions of the Client. ‘Advertising’ includes images submitted for publication, and in compliance with all applicable, National, State and Local Laws and Regulations. 1.2. Client grants Locus Outdoor a worldwide, royalty-free, nonexclusive, irrevocable licence to publish, and to sub-licence the publication of, the Advertising in any form and in any medium for the purposes of this contract. Client warrants that it has the right and authority to grant Locus Outdoor the licence referred to in this clause 1.2. All intellectual Property Rights in and to Client materials and advertising shall remain vested in the Client.

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2.           Right to Refuse Advertising 2.1. Neither these Terms nor any written or verbal quotation by Locus Outdoor represent an offer to publish Advertising. A binding contract in relation to a request for Advertising will only be formed between Locus Outdoor and a Client when Locus Outdoor accepts the Advertising in writing. 2.2. Even if a contract has been formed in accordance with the above clause, Locus Outdoor reserves the right to refuse or withdraw from publication any Advertising at any time if they breach conditions in accordance with this Agreement (even if the Advertising has previously been published by Locus Outdoor).

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3.           Right to Vary Format and Placement 3.1. Locus Outdoor reserves the right; (a) to vary the placement of Advertising within a particular site; and (b) to change the format of Advertising. 3.2. Locus Outdoor will notify the Client of any such changes. However, except in accordance with clause 2, Locus Outdoor will not be liable for any costs, expenses, losses or damages suffered or incurred by a Client arising from Locus Outdoor’s failure to publish Advertising in accordance with a Client’s request. 3.3. If Locus Outdoor changes the production environment, Locus Outdoor reserves the right to shrink or enlarge the size of the print Advertising by up to 10% or modify the Advertising without notifying the Client and without change to the rates for that Advertising.

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4.           Creative Services 4.1. Where, in connection with the provision of the Services, Locus Outdoor provides creative services to Client, Client acknowledges that Locus Outdoor does so as agent for Client and Client: (a) is solely responsible for; and (b) provides the warranties set out in these terms in relation to, any Advertising which is the product of such creative services, including its compliance with applicable laws, regulations and codes of conduct; and (c) once Locus Outdoor has received client approval for the created content, responsibility of any incorrect information displayed in the advertising content rests solely with the Client. 4.2. Any text, images or logos that Client wants to include in Advertising material being created by Locus Outdoor must be provided to Locus Outdoor at Client’s cost within the timeframes notified by Locus Outdoor to Client. 4.3. If Client cancels a Booking at any time, Client remains liable for the production costs for any Advertising material created by Locus Outdoor in connection with the Booking at the time of cancellation.

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5.           Quotations Any written or verbal quotation provided by Locus Outdoor to Client, whether in the form of a media kit or otherwise, is a mere invitation to treat and does not constitute a contractual offer.

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6.           Submission of Advertising 6.1. Client warrants to Locus Outdoor that the Advertising and the publication by Locus Outdoor of the Advertising does not breach or infringe: (a) the Trade Practices Act (Commonwealth), Fair Trading Acts (State) or equivalent legislation; (b) any copyright, trademark, obligation of confidentiality or other personal or proprietary right; (c) any law of defamation, obscenity or contempt of any court, tribunal or royal commission; (d) State or Commonwealth anti-discrimination legislation; (e) the Privacy Act (Commonwealth); (f) the financial services provisions of the Corporations Act; or (g) any law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or any State or Territory). 6.2. Client warrants that in respect of Advertising that contains the name or photographic or pictorial representation of any living person and/or any copy by which any living person can be identified, the Client has obtained the authority of that person to make use of his/her name or representation or the copy. 6.3. Client must not submit Advertising for publication that contains contact details for the Client unless those contact details include the full name and street address of the Client. Post office box and email addresses alone are insufficient. 6.4. Locus Outdoor will endeavour to take reasonable care of Advertising material in its custody and control but will not be responsible for any loss or damage to Advertising material (except if caused by Locus Outdoor’s negligence, wilful default or fraud). 6.5. All Advertising material submitted by the Client must comply with Locus Outdoor’s advertising specifications. Locus Outdoor may reject the Advertising material if it is not submitted in accordance with such specifications. 6.6. For online advertising, the Client must submit creative materials adhering to supplied specifications to Locus Outdoor a week prior to the scheduled publication date. 6.7. In the event of any technical issues associated with animated creative, Locus Outdoor reserves the right to substitute the creative with said creative’s backup image. Locus Outdoor (Media Space Pty Ltd), Level 4 / 80 Market St, South Melbourne, VIC 3205, AUSTRALIA ABN 72 631 060 921 6.8. Locus Outdoor reserves the right to charge the Client for Advertising if creative materials are not submitted in accordance with clause 6.5.

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7.           Advertising Metrics 7.1. Locus Outdoor will measure where applicable using OMA MOVE data for all campaign reporting. 

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8.           Errors 8.1. Locus Outdoor does not accept responsibility for any errors in Advertising placed over the telephone. 8.2. Locus Outdoor does not accept responsibility for any errors in Advertising material received from third parties. 8.3. If a Client wishes to make a claim on Locus Outdoor for credit, republication or any other remedy in respect of Advertising, the Client must send the claim in writing to Locus Outdoor no later than 7 days after the date of campaign start. 8.4. Locus Outdoor will only investigate complaints during normal office hours (9am to 5pm, Monday to Friday excluding public holidays).

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9.           Advertising Rates and GST 9.1. The Client must pay for Advertising with the rates in Locus Outdoor’s Rate Card, unless otherwise agreed which is to be discussed and agreed with the Client prior to placement of the Advertising. 9.2. All amounts shown on our Rate cards are in Australian Dollars unless specified otherwise. 9.3. Any dispute the Client has with an invoice must be raised with Locus Outdoor promptly and no later than 30 days after the invoice date. After that time, Client will be deemed to have accepted that the full amount set out in the issued invoice is due and payable by Client.

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10.       Cancellations 10.1. If you wish to stop publication of Advertising or if you request work we are doing for you to stop after you have instructed us to proceed with the work, you must request our consent in writing and; (a) for online Advertising, the Client must cancel online Advertising in writing at least 15 days before the publication date. 10.2. If we do consent you must pay us: (a) in our absolute discretion, a cancellation fee of up to 100% of the actual costs incurred from the Advertising booking or of the work being done.

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11.       Credit 11.1. Locus Outdoor may grant, deny or withdraw credit to a Client at any time in its discretion. 11.2. The Client must ensure that its Client account number is available only to those of its employees authorised to use it. The Client acknowledges that it will be liable for all Advertising requested with the quotation of the Client’s account number. 1.3. For the purpose of obtaining or providing a credit check/reference, you authorise us to make enquiries and to use, exchange and disclose to any credit provider or credit reporting agency, any or all information we know or obtain concerning your credit worthiness.

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12.       Payment 12.1. All amounts shown on our tax invoices are in Australian Dollars unless specified otherwise. 12.2. The Client must pay in Australian Dollars. 12.3. The Client must pay for Advertising (a) by prepayment, if so required by Locus Outdoor; and (b) within 15 days after the date of the invoice if a commercial account has been established with Locus Outdoor (c) within 45 days from end of month (EOM) of invoice if an advertising Agency account has been established with Locus Outdoor. 12.4. Specific Media Payment Terms
(a) General Media Terms: For all media bookings not otherwise specified below, payment is due 45 days post the start date of the campaign.
(b) Static media – Including School Space & Multicultural Space: (i) All static media placements are invoiced and payable 45 days from the end of the month (EOM) in which the activity is initially implemented regardless of campaign duration. (ii) For static campaigns running over 90 days, billing may be split into appropriate monthly cycles. (iii) All payments remain due 45 days EOM from each invoiced cycle.
(c) Digital Media: (i) Digital placements are billed weekly, based on actual weekly delivery. (ii) All digital invoices are payable 45 days EOM from the month in which the digital activity ran.
(d) Production & Installation: Production and installation costs for all static and digital activity form part of the gross media spend and are not billed separately
(e) Material Non-Provision: If the Client fails to supply material for a booked campaign, the full contracted value remains payable unless a cancellation is approved.

 

13.       Failure to Pay and other Breach 13.1. If a Client fails to pay for Advertising in accordance with clause 13 or if a Client suffers an Insolvency Event as defined in clause 14.2, Locus Outdoor may (in its discretion and without limitation); (a) cancel any provision of credit to the Client (b) require cash pre-payment for further Advertising (c) charge interest on all overdue amounts at the rate 2% above the National Australia Bank Overdraft Base Rate (d) take proceedings against the Client for any outstanding amounts (e) recover from the Client all costs relating to any action taken by Locus Outdoor to recover amounts owing for Advertising, including without limitation any mercantile agency costs and legal costs on a full indemnity basis (f) cease publication of any further Advertising on behalf of the Client and terminate any agreement in relation to Advertising not yet published; and (g) exercise any other rights at law.

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13.2. A Client suffers an ‘Insolvency Event’ if: (a) the Client is a natural person and the Client commits an act of bankruptcy (b) the Client is a body corporate and the Client: (i) cannot pay its debts as and when they fall due; (ii) enters an arrangement with creditors other than in the ordinary course of business; (iii) passes a resolution for administration, wind up or liquidation (other than for the purposes of re-organisation or reconstruction); (iv) has a receiver, manager, liquidator or administrator appointed to any of its property or assets; or (v) has had a petition presented for the winding up of the Client. 13.3. A written statement of debt duly signed by an authorised employee of Locus Outdoor shall be prima facie evidence and proof of the amount owed by the Client to Locus Outdoor.

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14.       Liability and Indemnity 14.1. The Client acknowledges that it has not relied on any advice given or representation made by or on behalf of Locus Outdoor in connection with the Advertising. 14.2. Locus Outdoor excludes all implied conditions and warranties from these Terms, except any condition or warranty (such as conditions and warranties implied by the Trade Practices Act and equivalent State acts) which cannot by law be excluded (‘Non-excludable Condition’). 14.3. Locus Outdoor limits its liability: (a) for breach of any Non-Excludable Condition (to the extent that liability for such breach can by law be limited); and (b) for any other error or omission in published Advertising caused by Locus Outdoor, at Locus Outdoor’s option, to re-supply of the Advertising affected by the breach, or payment of the cost of re-supply. 14.4. Subject to clauses 14.2 and 14.3, Locus Outdoor excludes all other liability to the Client for any costs, expenses, losses and damages suffered or incurred by the Client in connection with these Terms and any Advertising published by Locus Outdoor, whether that liability arises in contract, tort or under statute. Without limitation, Locus Outdoor will in no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity. 14.5. The Client indemnifies Locus Outdoor and its officers, employees, contractors and agents (the ‘Indemnified’) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising from the Client’s breach of these Terms and any negligent or unlawful act or omission of the Client in connection with the Advertising.

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15.       Privacy 15.1. Locus Outdoor collects a Client’s personal information to provide the Advertising to the Client and for invoicing purposes. Locus Outdoor may disclose this personal information to its related companies, to credit reporting agencies and other third parties as part of the provision of the Advertising. Where a Client has an overdue account, Locus Outdoor may disclose personal information to debt collection agencies to recover the amount due.

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16.       General 16.1. These Terms represent the entire agreement of the Client and Locus Outdoor in relation to Advertising and cannot be varied except in writing by an authorised officer of Locus Outdoor.

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17.       Confidentiality Each party undertakes that it will keep confidential and not use or disclose to any person except (i) to its professional advisors (ii) to its affiliates, sublicensees or subcontractors (iii) as may be required by law or regulatory authority, the terms and conditions of any business ideas, information and/or material concerning the business affairs of the other party.

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18.       Term The Term of this contract comes into effect on the date of the signed contract and ends on last day of the campaign unless terminated by either party by providing written notice.