|Part 1 BOOKINGS
Part 2 ACCEPTANCE
- All INTENSIFY bookings and requests made by the Advertiser to MCN are governed by the Advertising Agreement.
- You acknowledge that MCN enters into this Advertising Agreement as agent for Ten, and Ten is the principal at law in respect of the Advertising Agreement.
- MCN does not sell airtime for re-sale and reserves the right to cancel any re-sold time without notification to the Advertiser.
- No cancellation of airtime booking or early termination of the Advertising Agreement by the Advertiser is permitted.
Part 3 RATES
- All bookings and materials accepted by MCN are subject to the regulations and codes of Free TV Australia Pty Limited and the Australian Communications and Media Authority or its equivalent and other relevant industry bodies.
- MCN reserves the right to supply or discontinue the supply of any service to the Advertiser, including to refuse to broadcast or otherwise communicate any advertisement, provided that MCN considers it has reasonable grounds to do so., and in such case the Advertiser will be entitled to a pro rata refund of any airtime fees paid under this Agreement in respect of any advertisements that have not been broadcast before or on the date of termination. Without limiting the above, MCN reserves the right to refuse to accept for transmission any advertisement which does not include a Commercials Advice Pty Limited (CAD) number.
Part 4 PAYMENT
- The advertising rates for advertisements included in the INTENSIFY package purchased will be as specified in the Booking Order.
Part 5 REPRESENTATIONS AND WARRANTIES
- Advertisers must pay MCN the full price in accordance with the Booking Order.
- If MCN has approved the Advertiser’s Credit Application Form for the MCN 30-day credit facility, payment is due within 30 days of the date on the invoice, in accordance with the Credit Application Form.
- If the Advertiser has selected the 100% up-front payment on the Booking Form, the non-refundable holding deposit of the value of two on-air weeks must be paid by 15 December 2017 and the balance is due two weeks prior to the date the first advertisement will be broadcast during the first on-air week.
- If the Advertiser has selected the instalments via credit card payment option on the Booking Form, the first instalment of the value of one (1) on-air week must be paid no later than 15 December 2017. Subsequent instalments are payable in advance on the 20th of each month preceding each on-air week.
- Clauses 4.2, 4.3 and 4.4 above do not apply to Agency Advertisers (advertising or media agencies), who must pay in accordance with their usual Agency Terms.
- MCN is not obliged to air or otherwise communicate any advertisement for which it has not received advance payment.
- You acknowledge that if you are liable to pay fees in respect of this Advertising Agreement and you receive a written notice (“Payment Notice”) from Ten requiring you to pay those fees to Ten instead of to us, you must do so in compliance with that Payment Notice. If you pay Fees to Ten pursuant to a Payment Notice, we acknowledge that such payment is in full discharge of your obligation to pay us those fees under this Advertising Agreement.
Part 6 PACKAGE PRODUCED ADVERTISING MATERIAL
- Advertisements are accepted for transmission and communication on the condition that the Advertiser represents and warrants to MCN that:
- a) you have obtained all consents for us to use and reproduce the content of the Advertisements for the purposes of this Advertising Agreement, and
- b) no material, statement, information or matter contained in the advertisement: (i) constitutes a violation of any existing copyright or trade mark or a breach of confidence or other intellectual property right of any person; (ii) contains anything obscene, indecent, defamatory, racist, unlawful, abusive, immoral, offensive, pornographic or objectionable, or in contempt of any court, Parliament, tribunal or royal commission; (iii) infringes, or the broadcast or other communication of it in any way infringes, the Commercial Television Industry Code of Practice, Competition and Consumer Act 2010 (Cth), Broadcasting Services Act 1992 (Cth), the Consumer Credit Code, the code of any industry association or equivalent or any other statute, regulation or law whatsoever including as a result of changes to the previously mentioned codes or legislation.
- In the event the Advertiser requests the advertising material to be produced by MCN as part of this Intensify booking, MCN will produce at its own cost one (1) x fifteen (15) second TVC (the production value will be no more than $5,000) (“Package Produced Advertising Material”). MCN reserves the right to engage subcontractors to assist in the creation of the Package Produced Advertising Material. You must provide MCN with all trademarks, logos, images and content (“Your Content”) you wish to be included in the Package Produced Advertising Material within the lead-time that MCN advise you is necessary, and Your Content is subject to the warranties in clause 5.1. Any and all creative aspects and decisions pertaining to the production of the Package Produced Advertising Material shall be in the discretion of MCN absolutely (including, without limitation, the selection and inclusion of materials incorporated into the Package Produced Advertising Material).
- Package Produced Advertising Material is produced at no additional cost to or charge only for Advertisers who complete their package in accordance with the Advertising Agreement and are not in breach of the Advertising Agreement. Advertisers who do not complete their package in accordance with the Advertising Agreement are liable to pay MCN $5,000 for every fifteen (15) second TVC produced by MCN as part of a package and $6,000 for every thirty (30) second TVC produced by MCN as part of a package.
- Any additional advertising material so required by the Advertiser to be produced will be subject to such fees as may be charged by MCN and notified to the Advertiser.
- If the Advertiser wishes to upgrade or make any special requests on the advertising materials (“Upgraded Advertising Material”) that would, in MCN’s sole opinion acting reasonably, result in the production cost exceeding $5,000, then the Advertiser must pay MCN for such additional cost (which will be agreed upon between the parties) within such period reasonably prescribed by MCN.
- The Advertiser grants to MCN (for the avoidance of doubt, as Ten’s agent) a worldwide, royalty free, exclusive, irrevocable licence to include Your Content in the Package Produced Advertising Material and Upgraded Advertising Material.
- All Package Produced Advertising Material must be used or aired on Ten Media by the Advertiser prior to 31 December 2018 and, subject to clause 6.8, cannot be aired or communicated on any other media without MCN’s written consent. If it is not used or aired on Ten Media by this date and Advertiser is otherwise in breach of the Advertiser Agreement, then the Advertiser will not be entitled to receive Package Produced Advertising Material at no charge and will be liable to pay MCN $5,000 for every fifteen (15) second TVC produced by MCN as part of a package and $6,000 for every thirty (30) second TVC produced by MCN as part of a package.
- As between the Advertiser and MCN, MCN will own all intellectual property rights in the Package Produced Advertising Material and any material owned, used or created by MCN (or created on our behalf) in connection with the provision of the Package Produced Advertising Material (“Our Content”), other than Your Content. Our Content does not, and will not, form part of Your Content.
- Provided that the Advertiser has completed their package in accordance with the Advertising Agreement and otherwise has complied with and is not in breach of the Advertiser Agreement, then MCN consents to the use of Package Produced Advertising Material being aired or communicated on media other than Ten Media after 31 December 2018.
- Notwithstanding anything stated in this Agreement, MCN do not guarantee that any particular results or outcomes will be achieved from the Package Produced Advertising Material.
|Part 7 POSITIONING
Part 8 GST
- The placement of each advertisement is subject to availability at the time of booking and may be altered at the reasonable discretion of MCN.
- All material for broadcast or other communication must be delivered to MCN at least 72 hours prior to the scheduled time of transmission. If this condition is not complied with MCN may substitute another advertisement or not transmit the advertisement and charge the Advertiser in full for the relevant advertisement spot.
- If the first or last advertisement position in an advertising break is required, a loading on the applicable rate for the program may apply.
- If the first or last position in an advertising break is not specified the position will be, as far as possible, evenly rotated.
Part 9 LIABILITY AND INDEMNITY
- All fees, rates, airtime bookings and other payments specified under the Advertising Agreement are exclusive of GST.
- The Advertiser will pay all taxes, duties and other government charges payable or assessed, including without limitation goods and services tax, upon receipt of a tax invoice.
Part 10 TERMINATION
- Neither MCN, Ten, each of their related bodies corporate nor any of their respective officers, employees or agents (together, “Media Parties”) are liable for loss or damage howsoever caused in respect of the broadcast or other communication of any advertisement (including the alteration, delay or omission of a broadcast or other communication), whether it occurs by mistake, transmission failure or otherwise, except to the extent that such loss or damage is caused by MCN’s or Ten’s gross negligence or wilful illegal misconduct.
- None of the Media Parties are liable for any indirect or consequential cost, loss or damage that the Advertiser may incur relating to or arising out of the broadcast or other communication of an advertisement (including the alteration, delay or omission of a broadcast or other communication).
- The Advertiser agrees not to bring or be party to any claim against any of the Media Parties in relation to the broadcast or other communication of an advertisement (including the alteration, delay or omission of a broadcast) in connection with this Advertising Agreement, except that nothing in this clause 9.3 prevents the Advertiser bringing any such claim to the extent it concerns MCN’s or Ten’s gross negligence or wilful illegal misconduct.
- If Clause 9.2 and/or Clause 9.3 is severed from these Terms and Conditions, the liability of all of the Media Parties in aggregate for contract, tort (including negligence or breach of statutory duty) or otherwise, will be limited to the amount paid by the Advertiser for the advertisement.
- To the maximum extent permitted by law, this agreement excludes and none of the Media Parties will be liable for any representations, warranties, conditions, terms, undertakings and obligations (whether contained in any other document or implied by statute, common law, custom, trade usage, course of dealing or otherwise) in relation to or in connection with goods or services provided pursuant to the Advertising Agreement. To the maximum extent permitted by law, the Media Parties’ aggregated liability to the Advertiser for breach of a term or condition implied by law or otherwise is limited, at MCN’s option, to the resupply of the services (or part thereof) or payment of the cost of the resupply of those services (or part thereof).
- The Advertiser agrees to indemnify and keep indemnified each of the Media Parties (“Indemnified”) against all claims, demands, damages, costs, penalties, suits and liabilities (“Loss”) of any nature howsoever caused, whether by negligence or otherwise, incurred by the Indemnified or which may be incurred by the Indemnified relating to or arising out of: (i) the transmission of the advertisement (except to the extent that such Loss is caused by gross negligence or wilful illegal misconduct by MCN or Ten); or (ii) the Advertiser’s own breach or non-performance of any warranty or representation given or any term in the Advertising Agreement.
- MCN accepts the benefit of the releases, limitations, indemnities and other rights granted to the other Media Parties under this Advertising Agreement on behalf of such other Media Parties.
Part 11 GENERAL
- MCN may terminate the Advertising Agreement and any other agreement it has with the Advertiser:
- a) if the Advertiser fails to comply with any provision of the Advertising Agreement;
- b) if the Advertiser has an administrator, liquidator, receiver or similar official manager appointed to it or if it resolves to wind up or is the subject of a winding up order;
- c) if the Advertiser or any company associated with the Advertiser enters into a scheme or arrangement with the Advertiser’s creditors or otherwise display evidence of financial insecurity; or
- d) upon giving the Advertiser 14 days’ written notice, and in such case the Advertiser will be entitled to a pro rata refund of any airtime fees paid under this Agreement in respect of any advertisements that have not been broadcast before or on the date of termination.
- The Advertiser may not terminate the Advertising Agreement or cancel any of the advertisements included in the INTENSIFY package purchased, under any circumstances.
Part 12 BONUS WEEK OF ADVERTISING IN A 12-WEEK PACKAGE
- The Advertising Agreement is governed by the laws of New South Wales and the Advertiser consents to the exclusive jurisdiction of the courts of New South Wales and agrees to issue any proceedings in those courts.
- If any provision of the Advertising Agreement is found invalid or unenforceable then those provisions will be ineffective to the extent only of such invalidity or unenforceability and the other provisions will remain in force.
- In these Terms and Conditions, unless the contrary intention appears:
- a) words importing the singular include the plural and vice versa;
- b) headings do not affect the interpretation of the Advertising Agreement; and
- c) the words “include” and “including” and their grammatical variations are not words of limitation.
- All notices and claims to MCN relating to the Advertising Agreement must be made in writing to the attention of the Commercial Director, Multi Channel Network Pty Limited, Level 6, 60 Union Street, Pyrmont NSW 2009 with a copy sent to firstname.lastname@example.org.
- MCN will use the Advertiser’s personal information:
- a) to perform the Advertising Agreement;
- The Advertising Agreement contains the entire agreement between the parties concerning the subject matter of the Advertising Agreement, and the Advertising Agreement supersedes any other agreements, warranties, undertakings, terms or representations concerning the subject matter of the Advertising Agreement.
- Advertisers who purchase a twelve (12) on-air-week package will be entitled to receive the 12th week of that 12-week on-air advertising package at no charge (the Bonus Week) provided that:
- a) the eleven (11) payable on-air weeks of that 12-week on-air package have gone to air; and
- b) the Advertiser is up to date and compliant with payment terms and commitments under the Advertising Agreement for those eleven (11) payable on-air weeks of the package.
- The one (1) x Bonus Week of on-air advertising is only valid and available for use as the 12th on-air-week in a 12 on-air-week package and the Advertiser must be up to up to date with payment terms and commitments under the Advertising Agreement after eleven payable on-air-weeks have gone to air.
- The one (1) x Bonus week of advertising cannot be redeemed for cash or combined with any other offer.