Jasons Advertiser Terms and Conditions
Jasons Advertiser Terms and Conditions
Jasons (2013) Ltd (Co Number 4671159) (as applicable Jasons) agrees to sell advertising to each person (Advertiser) completing a sales order in electronic format (Sales Order) on the terms drafted by Jasons, and as set out in the applicable Sales Order and subject to the following terms and conditions. Notwithstanding the foregoing, Jasons is not obliged to accept a Sales Order from an Advertiser and will do so at its sole discretion.
- Each completed Sales Order is unconditional and is legal, binding and enforceable in accordance with these terms and conditions. Each Sales Order is deemed to incorporate these terms and conditions. By entering into a Sales Order the Advertiser agrees to these terms and conditions. Each Sales Order, together with these terms and conditions, constitute an agreement between Jasons and the Advertiser.
- Payment of the cost of the advertisement plus GST will be made by the Advertiser paying the deposit and subsequent payment(s) (if any) in the applicable currency as provided in the Sales Order to Jasons on the date(s) specified in the Sales Order. A discount (if recorded in the Sales Order) calculated against all moneys paid on the date of the Sales Order (time being of the essence) will be deducted from the cost of the advertisement. The subsequent payment(s) shall be due and payable no later than the 20th day of the month following the date of issue by Jasons of the invoice for the same, which date of issue shall be forthwith after the completion of the printing of the advertisement set out in the Sales Order. The Advertiser may meet payment of the subsequent payment(s) (if any) by completing and returning an irrevocable direct debit form to Jasons (such direct debit form to be provided by Jasons at the request of the Advertiser). Any amount unpaid for the cost of the said advertisement by the due date shall bear interest at the rate of 2% per month on such unpaid amount calculated from the due date until the date payment is received in full by Jasons. Any expenses, disbursements and legal costs incurred by Jasons in the enforcement of any rights contained in this contract shall be paid by the Advertiser, including any legal fees or debt collection agency fees.
- Any amount payable under this agreement shall be exclusive of GST under the Goods and Services Tax Act 1985 in New Zealand or, if applicable, A New Tax System (Goods and Services Tax) Act 1999 (Cth) in Australia (or similar tax) and shall be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law the Advertiser shall pay to Jasons such amount as will, after the deduction or withholding has been made, leave Jasons with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If the Advertiser is required to pay GST (or similar tax) pursuant to the laws of its country, the Advertiser is responsible for making such payment when due directly to the requisite authorities.
- The Advertiser and Jasons agree that the Sales Order is deemed to be a contract made in Auckland, New Zealand and both parties further agree that any proceedings in respect of any cause of action arising hereunder shall be instituted, heard, and determined in the District Court at Auckland, where that court is competent to hear the same. If that District Court is not so competent, then any such proceedings shall be instituted, heard, and determined by the High Court of New Zealand at Auckland and it is further agreed that such High Court shall possess territorial jurisdiction to hear those proceedings.
- In the event that the printing of an advertisement is not completed within one (1) year after the date of the Sales Order, then the instruction to print that advertisement shall thereafter be terminable at the option of either party and upon being so terminated the deposit and all other moneys paid to Jasons by the Advertiser shall be refunded in full provided however that it is acknowledged that in the event that Jasons shall, within the aforementioned period of one (1) year, provide less advertising space for the Advertiser than that proposed, such reduced space shall be accepted by the Advertiser in lieu of that proposed to be provided, subject only to a proportionate reduction in the cost of the advertisement, which shall be that proportion of the cost of the advertisement which the area by which the advertisement is reduced bears to the original area proposed.
- If Jasons does not receive copy or details for the composition of the advertisement by the date noted beside “Copy deadline” in the Sales Order, Jasons’ copywriter, if he/she sees fit to do so, may in his/her absolute discretion, compose a substitute copy. In all respects the substituted copy shall be deemed to be the advertisement for the Sales Order.
- Jasons shall, unless the advertisement comprises only finished artwork supplied, submit to the Advertiser a proof of the advertisement prior to printing. Jasons shall not be responsible in any manner whatsoever for any printing mistakes, errors or omissions. Only one proof will be submitted before printing in accordance with this clause 7. Art or filmwork required to be made for the advertising from the copy supplied may be subject to an extra charge.
- All proofs submitted to the Advertiser under the Sales Order shall be sufficiently given if either (a) sent by post to the address of the Advertiser last known to Jasons or (b) sent by email to an authorised representative of the Advertiser and any proof so given shall be deemed to have been received by the Advertiser. Appended to such proof will be notification of a deadline date by which desired alterations must be notified to Jasons. In the event of such notification not being received by Jasons by the deadline date, Jasons shall not be obliged to make the requested alterations.
- The Advertiser warrants the accuracy of the material submitted as part of the Sales Order. This warranty includes text or/or images, which shall be a fair, up to date and accurate description of the advertised product or service and not misleading or deceptive in any way.
- (1) The Advertiser indemnifies Jasons against all forms of action, proceedings (whether threatened or issued) demands, costs, charges, and expenses which Jasons may howsoever incur or be subject to or suffer by any reason of the publication of the advertisement including (without limiting the foregoing) (a) Any action or threatened action for breach of copyright or other intellectual property rights, defamation, breach of confidence, passing off, malicious falsehood or any tort of any form whatsoever. (b) Any action or threatened action for inaccuracies or misleading or deceptive content in the published material which are the result of the actions of the Advertiser or supplied by the Advertiser to Jasons. (c) Offending against any statute, statutory or other regulation by law. (2) To the extent that the Australian Consumer Law applies to these terms and conditions, Jasons agree to comply with its legal obligations thereunder; in all other circumstances, Jasons exclude all statutory or implied conditions and warranties to the fullest extent permitted by law. (3) Any condition or warranty which cannot legally be excluded is limited, at Jasons option, to supplying the services again to the Advertiser, if applicable, or refunding the fees charged for the services provided by Jasons to the Advertiser under these terms and conditions. (4) To the extent the foregoing does not apply, the maximum liability (in aggregate) of Jasons (whether in tort or contract or otherwise howsoever) relating in any way to the advertisement or to the Sales Order, including any alterations to any advertisement, shall be capped to an amount equal to the cost of the advertisement referred to in clause 2 hereof.
- If the Advertiser is a company, the director(s) or authorised signatory(ies) completing the Sales Order, in consideration for Jasons agreeing to supply advertising, also complete the Sales Order in their personal capacity and jointly and severally personally guarantee and undertake to Jasons the payment of any and all other monies now or hereafter owed by the Advertiser to Jasons under the Sales Order. Any personal guarantee made by any party shall not exclude the Advertiser from the liabilities and obligations contained in the Sales Order in any way whatsoever. The guarantor(s) and Advertiser shall be jointly and severally liable under the Sales Order.
- Jasons shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
- Failure by Jasons to enforce any of the terms and conditions contained in the Sales Order shall not be deemed to be a waiver of any of the rights Jasons has under the Sales Order.
- If any provision of the Sales Order shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- The Advertiser warrants and undertakes to Jasons that the person(s) signing or executing the Sales Order (and where the Sales Order is completed in electronic format, the person(s) completing the Sales Order in electronic format) is duly authorised by the Advertiser to enter into the Sales Order on behalf of the Advertiser so that the Sales Order is legal, binding and enforceable against the Advertiser in accordance with its terms.
- If the Advertiser wishes to have access to Jasons’ online internet booking service website the Advertiser will complete Jasons’ applicable “Operator Website Terms and Conditions” agreement and comply with all terms and conditions therein.
- The Advertiser agrees that Jasons is to have non-exclusive, world-wide and royalty free publication rights to all materials submitted as part of the Sales Order in any form.
- (1) The information included in a Sales Order is being collected by Jasons for the purpose of placing the advertisement and to contact the Advertiser in relation to their business. Jasons may pass the information to others for the purpose of Jasons complying with its obligations under these terms and conditions.
(2) Notwithstanding clause 18 (1), Jasons is authorised to pass such information to any agency for the purpose of collecting overdue accounts.
(2) The Advertiser warrants that it will comply with Privacy Law in relation to any personal information it collects through the Website or in connection with this agreement. To the extent the Advertiser breaches this warranty then it must indemnify Jasons in respect of any and all loss it incurs (whether direct, indirect or consequential).