1. INCORPORATION

1.1.     These terms (together with the Advertising Material Lodgment Requirements) govern each Insertion Order, supply of Services and Booking and, except as modified in accordance with these terms, constitute the entire agreement in connection with each supply of Services. All other implied terms, including Client’s terms, are excluded to the extent permitted by law.

1.2.     No variation to these terms binds Times Media unless expressly and specifically agreed in writing by it and Client.

1.3.     These terms supersede any terms that have previously governed any supply of Services and prevail to the extent of any inconsistency between a written or verbal quotation and these terms.

2. QUOTATIONS

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

3. BOOKING PROCESS

3.1.     If Client requests Times Media to provide Services and Times Media agrees to provide those Services, then Times Media will issue an Insertion Order (IO), which Client must accept by digital signature via Times Media’s booking platform.

3.2.     Subject to clause 4.6, Client may cancel all or part of a Booking (which, for the purposes of these terms, includes changing the scheduled run date for all or part of a Booking) without penalty if written notice is given to Times Media before:

(a)       for a Publication (excluding Directories), the cancellation deadline applicable to the relevant issue of that Publication as specified on Times Media’s Website or otherwise specified by Times Media;

(b)       for Directories, two weeks prior to the booking deadline specified for the relevant issue of that Publication as specified on Times Media’s Website; and

(b)       for a Digital Platform, 4 weeks prior to the campaign start date set out in the relevant Insertion Order.

3.3.     If Client cancels a Booking after the date specified in clause 3.2, including a Booking accepted by Times Media after such date, Client must pay Times Media the full amount for that Booking.

3.4.     If Times Media fails to issue an Insertion Order relating to a request for Services but provides the Services requested, these terms bind Client as if a Booking had been made.

4. CREATIVE SERVICES

4.1       As part of the Services, Client may request Times Media to provide creative services in the nature of designing, producing and delivering standard Advertising Material for Client, and/or interactive media campaigns involving the design, production and delivery of Integrated Commercial Content for Client.

4.2.     Client acknowledges that Client is solely responsible for, and provides the warranties set out in these terms in relation to:

(a)       all Advertising Material created by Times Media for, and approved by, the Client; and

(b)       any claims about Client, its products or services which Client has supplied to Times Media for use in any Integrated Commercial Content,

including their compliance with applicable laws, regulations and codes of conduct.

4.3.     Client must provide to Times Media, at Client’s cost, any Client Materials that Client wants to include in Advertising Material or Integrated Commercial Content being created by Times Media, within the time frames outlined in the Advertising Material Lodgment Requirements  or as otherwise notified by Times Media to Client.

4.4       Client must promptly review and check any draft materials and provide all required approvals within the timeframes notified by Times Media to Client.

4.5       If Client does not supply Client Materials and provide required approvals within the timeframes notified by Times Media, Times Media may, in its reasonable discretion, and with reasonable endeavours to consult with Client, time permitting:

(a) delay the ‘go live’ or publication date of the relevant campaign, or extend the campaign end date;

(b) for a Digital Platform, reduce the number of impressions on a prorated daily estimate based on the total impressions set out in the Insertion Order; or

(c) treat this as a cancellation and clause 3.3 shall apply.

4.6      If Client cancels a Booking at any time, Client remains liable for the production costs for any Advertising Material or Integrated Commercial Content created by Times Media in connection with the Booking at the time of cancellation.

5. OPTIMISATION

Where Times Media reasonably considers that Advertising Material or Integrated Commercial Content on any Digital Platform is under performing, Times Media may change the placement of that Advertising Material or Integrated Commercial Content to a similarly sized placement on a reasonably equivalent Digital Platform to that specified in the relevant Booking.

6. RATES AND PAYMENT

6.1.     The applicable rate for any Booking is the rate specified in the Insertion Order (or, in the absence of an Insertion Order, in the rate card for the applicable Publication or Digital Platform as of the date of the request for Services). Client must pay to Times Media the fee for a Booking prior to the Cancellation Date (as described in clause 3.2) unless Times Media has extended credit to Client, in which case Client must pay to Times Media the fee for a Booking within 45 days of the invoice date for all agency Bookings and 30 days of the invoice date for all direct Bookings. Times Media may cancel a Booking if it has not received the fee for that Booking by the applicable payment date.

6.2.     Client must pay the production costs for any Advertising Material and/or Integrated Commercial Content at Times Media’s standard rates from time to time where production costs are incurred on behalf of Client.

6.3.     All Times Media rates or costs are exclusive of any applicable GST. Times Media will issue a tax invoice to Client in relation to any supply that is subject to GST. The amount of GST payable by Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms “GST”, “supply” and “tax invoice” used in this paragraph has the same meaning as under applicable Goods and Services Tax legislation.

6.4.     Time of payment of invoices by Client is of the essence. Without prejudice to any other remedy, Times Media may charge interest on any overdue payments at an annual rate equal to 2% per annum above the 90 day dealers bill rate as published in the Australian Financial Review (to accrue from day to day).

7. CONDITIONS RELATING TO SERVICES

7.1.     Times Media may require Client to complete a credit application before accepting a Booking or providing Services.

7.2.     Times Media may refuse to accept any Advertising Material or take it down after it has been published, and may, in whole or in part, cancel, or reschedule or otherwise vary any Booking or refuse to provide any Services, using its reasonable discretion, including where such Advertising Material or the provision of such Services is likely to conflict with Times Media’s brand values, adversely affect its reputation or where the Advertising Material could expose Times Media to liability.

7.3.     Client must not resell or sub-license a Booking or use a Booking other than for Advertising Material or Integrated Commercial Content referred to in the applicable Insertion Order.

7.4.     Times Media makes no warranties in relation to proximity of Advertising Material or Integrated Commercial Content in a Publication or on a Digital Platform relative to competing products or services.

7.5.     Client consents to Times Media reformatting any Advertising Material for inclusion on a Digital Platform or otherwise in a digital or other derivative version of a Publication and warrants that doing so will not infringe any person’s rights.

7.6.     Client must not insert any data tracking or collection device (including any tag, code, cookie or pixel) into Advertising Material for a Digital Platform without Times Media’s permission.

8. ADVERTISING MATERIAL LODGEMENT

8.1.     Client must lodge Advertising Material by such deadlines, and in such form as required in the Advertising Material Lodgment Requirements.

8.2.     For Publications, Times Media only accepts digital advertising files via digital advertising delivery services that comply with its technical specifications and that appropriately interface with its advertising bookings system, including Quickcut and Adsend.

8.3.     If Advertising Material is not lodged as required by Times Media, it may, in its reasonable discretion, and with reasonable endeavours to consult with Client, time permitting:

(a)       use Advertising Material previously provided by Client;

(b)       cancel the Booking;

(c)        for a Digital Platform, reduce the number of impressions on a prorated daily estimate based on the total impressions set out in the Insertion Order; or

(d)       for a Digital Platform, extend the campaign end date set out in the Insertion Order,

and, in all circumstances set out above, it remains entitled to the full payment for the Booking.

8.4.     Times Media may place the word “advertisement”, “advertorial”, “promotion”, “#ad”, “#spon” or similar wording within or adjacent to any Advertising Material which, in its opinion, resembles editorial material.

9. INTELLECTUAL PROPERTY

9.1       As between Client and Times Media, Client retains the intellectual property in the Client Materials. Client grants to Times Media a limited, non-exclusive, royalty-free licence to reproduce and communicate the Client Materials to the public within the Advertising Materials in the Publications, or on the Digital Platforms, in accordance with these terms.

9.2       Unless otherwise agreed in the IO, Times Media owns the intellectual property in the Integrated Commercial Content (excluding any Client Materials incorporated therein) and any other materials produced by Times Media under this agreement. Client acknowledges that Integrated Commercial Content may in some cases remain published on Times Media’s Digital Platforms beyond the end of the campaign period. Unless specifically agreed otherwise in writing with Times Media, Client grants to Times Media a limited, non-exclusive, royalty-free licence for the duration of copyright to reproduce and communicate the Client Materials to the public within the Integrated Commercial Content.

9.3       Where the campaign includes syndication rights on Client properties for Integrated Commercial Content, Times Media grants Client a royalty-free, non-transferable and non-sublicensable licence to publish the Integrated Commercial Content on websites and social media channels owned or operated by Client for the syndication period agreed with Times Media (3 months post campaign period), provided that Client must, in so publishing that content:

(a)       use it only in the form and manner approved by Times Media;

(b)       include a credit for Times Media’s brand, as applicable, in a reasonably prominent manner, on each occasion it is published, including a canonical tag for digital publications, and in the format specified by Times Media;

(c)       Separately clear any third party video or images included in the Integrated Commercial Content; and

(c)       remove the Integrated Commercial Content promptly at the expiry of the syndication period.

9.4       For the avoidance of doubt, for editorial content created by Times Media, including editorial content referring to Client’s products (Editorial Content), Times Media grants no rights to Client.

9.5       If Client wishes to use Integrated Commercial Content in a manner not expressly provided for in these terms or to use Editorial Content, Client must first obtain Times Media’s written approval, which, if given, will be conditional on paying the applicable syndication fee and may be subject to such other conditions as Times Media determines.

10. WARRANTIES

10.1    Client warrants to Times Media that all Client Materials and any Advertising Material lodged with Times Media (whether or not Times Media provided creative services in relation to that Advertising Material):

(a)       complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;

I(b)      complies with any standard, guideline or requirement specified by Times Media and notified to Client from time to time;

(c)        does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;

(d)       is not false or misleading and is true in substance and in fact;

(e)       without limiting the above, does not infringe the Competition and Consumer Act 2010 (Cth) or the Fair Trading Act 1986 (NZ) or the Therapeutic Goods Act 1989 (Cth), the Therapeutic Goods Regulations, the Therapeutic Goods Advertising Code or similar laws, regulations and codes operating in Australia or New Zealand; and

(f)        does not contain anything which may give rise to any cause of action by a third party against Times Media, including material that is defamatory or obscene or that otherwise causes injury or damage to any person.

10.2    Client warrants to Times Media that, in respect of each Booking, Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to Client’s dealings with Times Media.

11. INDEMNITY

Client indemnifies Times Media, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense or cost, suffered or incurred, whether directly or indirectly, by Times Media, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by Client of these terms (including the warranties set out in these terms) or otherwise (including in connection with recovering any amounts owed to Times Media by Client) arising from publication of Advertising Material, cancellation of or failure to publish any Advertising Material or otherwise in connection with provision of the Services. This indemnity will not apply to the extent the claim, loss or expense was caused or contributed to by Times Media.

12. LIABILITY

12.1    Times Media (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving, whether caused by negligence or otherwise and whether or not Times Media was aware or should have been aware of the possibility of such damage.

12.2    To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. Liability of Times Media for any breach of a term, whether implied by law or otherwise, is limited, at its option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Services (or part thereof) supplied again.

12.3    Times Media is not liable for any delay or failure to perform the Services that is due to any natural disaster, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any other event not within its reasonable control.

13. CREDIT

13.1    Times Media may cancel, alter or suspend any credit terms (if applicable) when, in its reasonable opinion, and having regard to any supplementary information provided by Client, the financial condition of Client or the status of Client’s account requires it and Client agrees to pay on demand all sums owing in connection with any credit facility if the credit facility is suspended or cancelled.

13.2    If Times Media grants any credit facility to Client, Client agrees that a demand purporting to be signed on behalf of Times Media identifying unpaid amounts and accompanied by reasonable evidence of the basis on which those amounts are unpaid, is conclusive evidence that such amounts are payable and unpaid.

13.3    At the time at which it makes any request for Services, Client warrants that it is solvent and able to pay all of its debts as and when they fall due and Client must inform Times Media of any facts which might reasonably affect any decision to provide the Services and/or grant credit.

14. PRODUCT TRIALS

14.1    This clause 14 relates only to the conduct of trials (Product Trials) of Client’s product (Product) in connection with Times Media Websites.

14.2    Where the Services include conducting a Product Trial, Times Media will recruit participants in the Product Trial (Trial Team) from eligible members of the websites, distribute samples of the Product to the Trial Team Samples, collect, moderate and publish the Trial Team’s reviews and provide Client with a post-Product Trial summary.

14.3    Risk in the Samples remains with Client at all times.

14.4    Client warrants that:

(a)       the Product is safe and does not contain any harmful, illegal or noxious materials;

(b)       Client has obtained all rights and licenses that are necessary for Client to provide the Samples to Times Media and for Times Media to conduct the Product Trial;

(c)       each of the Product, the Samples and the conduct of the Product Trial comply with all laws and applicable industry codes (including, if applicable, the World Health Organisation’s International Code of Marketing of Breast-milk Substitutes) and do not breach any provision of the Therapeutic Goods Advertising Code, the Competition and Consumer Act 2010 (Cth) or other consumer protection legislation;

(d)       the Samples will, in their formulation, application and expected results, be consistent with the Product as generally distributed to the public; and

(e)       the Samples will be properly packaged, labelled and intact.

14.5    Client must:

(a)       notify Times Media of any special handling and usage requirements for the Samples; and

(b)       deliver the Samples in accordance with Times Media’s requirements, including as to delivery address, delivery deadlines and, without limiting clause 14.4(e), form of packaging.

14.6    Times Media makes no representation or warranty as to:

(a)       the number of reviews of the Product that will be obtained during the course of the Product Trial; and

(b)       the content of any such reviews being positive.

14.7    Client acknowledges that the reviews of the Product that will be obtained during the course of the Product Trial are prepared by third parties who are independent of Times Media and not subject to its editorial control or direction. Client releases Times Media from any liability in connection with the content of those reviews.

14.8    Times Media may suspend or terminate the Product Trial if it reasonably considers that any of the warranties in clause 14.4 are false or if it considers that the continued conduct of the Product Trial may harm its reputation or the reputation of any of its brands. No refund will be payable to Client if the Product Trial is suspended or terminated under this clause.

14.9    Times Media grants the Client a limited, revocable licence to refer to its product as having won an award from Times Media, and to display any associated star rating. This duration of this licence is only for so long as the Client remains a member of the Times Media website, as the case may be.

17.1    This clause 17 relates only to placement of Client’s advertisements in one or more Directories within one or more Publications.

17.2    Where the Services include placement in one or more Directories:

(a)       Client’s Booking and space on the grid for the relevant issue of the Publication is confirmed either by Client’s email of confirmation or by a signed IO, whichever happens first;

(b)       Cancellations must be given in writing at least 2 weeks’ prior to relevant booking deadline;

(c)       All rates quoted are per issue rates. Where Times Media has given a discount as part of a Booking, rates will default to ratecard if that Booking is renewed or a new Booking made;

(d)       For Bookings made on pre-paid terms, payment must be received by the material deadline; and

(e)       Despite anything else in these terms, Times Media may, in its sole discretion, run an advertisement in a Directory before payment has been made, particularly in circumstances where a Booking is accepted at short notice after booking and cancellation deadlines have passed. In that case, Client will be liable to pay the agreed fees within 7 days of the publication date of the advertisement.

16. CONFIDENTIALITY

18.1    A party that receives Confidential Information from the other party, must, except with the other party’s consent: (i) not disclose or allow the disclosure of any of it to any person except to the extent the disclosure is required by law or the rules of any stock exchange; and (ii) use it only to the extent necessary to fulfil its obligations under these terms.

18.2    Each party’s obligations under clause 18.1 do not apply to any information that was developed by that party without reference to the Confidential Information; or to any part of the Confidential Information that was known to that party prior to disclosure to that party; to any information that is or becomes generally available in the public domain other than as a result of a breach of clause 18.1; or was provided to that party (without restriction as to its use or disclosure) by a person legally entitled to do so.

17. GENERAL

19.1    These terms and any agreement between Client and Times Media are governed by the laws of New South Wales and Client submits to the jurisdiction of courts exercising jurisdiction in that State.

19.2    These terms bind Times Media and Client and their respective successors.

19.3    The invalidity or unenforceability of any provision of these terms does not affect the validity or enforceability of the remaining provisions.

19.4    Client must not assign its rights under these terms or a Booking to any other person.

18. DEFINITIONS

In these terms, unless the context otherwise requires:

Advertising Material means advertising copy and any other material intended to advertise or promote Client, its products or services:

(a)       provided to Times Media by or on behalf of Client; or

(b)       created by Times Media in the course of providing creative services to Client, excluding Integrated Commercial Content;

Advertising Material Lodgment Requirements means the requirements for lodgment of Advertising Material for Publications with Times Media, including technical and delivery requirements, as specified on Times Media’s Website or otherwise specified by it from time to time, and available here;

Times Media means, for Australian Bookings, Times Media and any affiliate for which it enters into a Booking and, for New Zealand Bookings, Times Media  and any affiliate for which it enters into a Booking;

Times Media’s Website means, for Australian Bookings, the website located at www.timesmedia.com.au;

Booking means an agreement for the provision of Services between Client and Times Media made in accordance with clause 3.1;

(a)       any person who places a request for Services or enters into a Booking or to whom Times Media supplies Services; and

(b)       if an agency places a request for Services or enters into a Booking on behalf of that agency’s client, that agency;

Client Materials means Client’s trade marks and logos, copy, video, images and all other materials supplied by Client to Times Media under this Agreement; and includes any claims about Client or its products or services which Client has supplied to Times Media for use in any Advertising Material or Integrated Commercial Content;

Confidential Information means all information, regardless of its form, provided by Times Media or Client in connection with a Booking or these terms and that is marked “confidential” (or with a synonymous term) or is, by its nature, confidential, and includes all information contained in an Insertion Order.

Digital Platform means a digital platform (including a website, a mobile optimized version of a website and an application) operated by Times Media or with which it is associated;

Directories means one or more sections of a Publication comprising supplier or shopping directories featuring several advertisements on the one page;

Insertion Order or IO means a notice from Times Media to Client confirming the details of a potential Booking and offering to provide the Services the subject of the potential Booking, and allowing for Client to digitally sign to confirm the Booking;

Integrated Commercial Content means content in any form which Times Media (or its personnel, contractors or reviewers) has produced for a specific campaign or Client as set out in the IO including advertorials, native articles & videos, recipes, solus e-newsletters, podcasts, competitions, product/service reviews, social posts, bespoke websites or microsites, and other integrated or sponsored content,  and includes all iterations, drafts, storyboards, concepts and pitches whether ultimately published or not, but excluding standard Advertising Material;

Publication means a print publication (including any digital replica version) published by Times Media or with which it is associated.

Services means the provision to Client by or on behalf of Times Media of advertising opportunities, including Advertising Material and Integrated Commercial Content, in a Publication or on a Digital Platform, product trial services on our websites

Advertising Terms last updated on 7 July 2024.