These terms apply to all advertising provided to any person (“Customer“) by Mum’s Grapevine Pty Ltd ABN 90 134 843 726. Customer includes an advertiser on whose behalf Advertising is placed and any media company or agency that arranges the Advertising for its clients.
1. Subject to these Terms, in providing advertising to a Customer (“Advertising”), Mum’s Grapevine will use its reasonable endeavours to publish the Advertising in the format and in the position agreed with the Customer. “Advertising” includes images submitted for publication and content or information relating to published advertisements.
2. Customer grants Mum’s Grapevine a worldwide, royalty-free, non-exclusive, irrevocable licence to publish, and to sub-licence the publication of, the Advertising in any form or medium, including print, online or other. Customer warrants that it is authorised to grant Mum’s Grapevine the licence.
3. Mum’s Grapevine reserves the right to refuse or withdraw from publication any Advertising at any time that, in the opinion of Mum’s Grapevine, is illegal, defamatory, offensive, obscene and/or contrary to the business interest, goodwill and/or reputation of Mum’s Grapevine or any of its customers or vendors or is likely to infringe on the rights of third parties (even if the Advertising has previously been published by Mum’s Grapevine).
4. Mum’s Grapevine will use reasonable efforts to publish Advertising in the format and in the position requested by the Customer. However, Mum’s Grapevine reserves the right to vary the placement of Advertising within our website or to change the format of Advertising. Customer must pay the full price for Advertising even if Mum’s Grapevine varies the format or placement of the Advertising.
5. Mum’s Grapevine will not be liable for any loss or damage incurred by a Customer arising from Mum’s Grapevine’s failure to publish Advertising in the format and position requested by the Customer.
6. Mum’s Grapevine reserves the right to shrink or enlarge the Advertising without notice to Customer or any change to rates.
7. Customer warrants to Mum’s Grapevine that the publication of the Advertising does not breach or infringe: the Competition and Consumer Act (Cth) or equivalent State legislation; any copyright, trademark, obligation of confidentiality or other personal or proprietary right; any law of defamation, obscenity or contempt of any court, tribunal or royal commission; State or Commonwealth privacy legislation or anti-discrimination legislation; any financial services law as defined in the Corporations Act 2001 (Cth); or any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
8. Customer must not resell Advertising space to any third party without Mum’s Grapevine’s consent.
9. If Advertising promotes a competition or trade promotion, Customer warrants it has obtained all relevant permits and indemnifies Mum’s Grapevine against any loss in connection with the Advertising.
10. For online banner and display Advertising, Customer must submit creative materials and a click-through URL to Mum’s Grapevine at least 5 working days or within such other deadline advised by Mum’s Grapevine at its discretion before publication date. Mum’s Grapevine may charge Customer for online Advertising cancelled on less than 14 days notice or if creative materials are not submitted in time.
11. All Advertising must comply with Mum’s Grapevine’s advertising specifications.
12. Mum’s Grapevine is not liable for loss or damage from an internet or telecommunications failure.
13. Customer acknowledges that Mum’s Grapevine may at its discretion include additional features or inclusions within online Advertising.
14. Customer must promptly check proofs of Advertising (if provided to the Customer by Mum’s Grapevine) and notify Mum’s Grapevine of any errors in the proofs or in published Advertising. Mum’s Grapevine does not accept responsibility for any errors submitted by the Customer or its agent, including errors in Advertising placed over the telephone.
15. The Customer must pay for Advertising, unless otherwise agreed, at the casual ratecard rate. Ratecard rates may be varied at any time by Mum’s Grapevine without notice. Customer must pay GST at the time it pays for Advertising. Mum’s Grapevine will provide a tax invoice or adjustment note (as applicable). Eligibility for discounts or rebates will be based on the Customer’s GST-exclusive advertising spend.
16. The Customer must pre-pay for Advertising if required by Mum’s Grapevine. If Advertising is on account, payment must be within 7 days of date of the invoice. If a commercial account has been established with Mum’s Grapevine, payment must be within 30 days of invoice date.
17. If Customer fails to provide the copy for a booking by the publication deadline, Mum’s Grapevine may, at its sole discretion, still accept the Advertising after the deadline. If the Advertising is ultimately not published because of Customer’s failure to deliver the copy in sufficient time after the publication deadline, Customer will still be charged for the Advertising and Customer has no claim against Mum’s Grapevine for credit, republication or other remedy for out of deadline Advertising.
18. Customer must pay the full price for Advertising even if there is an error in the Advertising, unless the error was Mum’s Grapevine’s fault.
19. To the extent that Mum’s Grapevine incurs any third party costs on the Customer’s behalf (e.g. production costs) which it is not able to be reimbursed for, the Customer will be required to pay this amount to Mum’s Grapevine regardless of whether the Advertising is postponed or cancelled.
20. If Customer breaches these terms, fails to pay for Advertising or suffers an Insolvency Event, Mum’s Grapevine may (in its discretion and without limitation): a) cancel any provision of credit to Customer; b) require cash pre-payment for further Advertising; c) charge interest on all overdue amounts at the rate 2%; d) take proceedings against the Customer for any outstanding amounts; e) recover Mum’s Grapevine’s costs including mercantile agency and legal costs on a full indemnity basis; f) cease publication of further Advertising or suspend an agreement for Advertising not yet published until the breach is remedied and if it is not remedied within 10 Business Days, Mum’s Grapevine may terminate an agreement for Advertising not published; g) exercise any other rights at law.
21. A Customer suffers an “Insolvency Event” if: a) Customer is a natural person and commits an act of bankruptcy; or b) Customer is a body corporate and cannot pay its debts as and when they fall due or enters an arrangement with its creditors other than in the ordinary course of business or passes a resolution for administration, winding up or liquidation (other than for the purposes of reorganisation or reconstruction); or has a receiver, manager, liquidator or administrator appointed to any of its property or assets or has a petition presented for its winding up. Mum’s Grapevine may withhold any discounts or rebates if Customer fails to comply with its payment obligations. A written statement of debt signed by an authorised employee of Mum’s Grapevine is evidence of the amount owed by the Customer to Mum’s Grapevine.
22. Each of the parties excludes all implied conditions and warranties from these terms, except any condition or warranty (such as conditions and warranties implied by the Competition and Consumer Act 2010 and equivalent State acts) which cannot by law be excluded (“Non-excludable Condition“).
23. Each of the parties limits its liability for: a) breach of any Non-excludable Condition (to the extent such liability can be limited); and b) for any breach of contract caused by or contributed by a party, in the case of Mum’s Grapevine, to the re-supply of the Advertising if reasonably possible or payment of the cost of re-supply to Customer and in the case of Customer, the amount paid for the Advertising.
24. Neither party will, in any circumstances, be liable to the other for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.
25. The Customer indemnifies Mum’s Grapevine 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 Customer’s breach of these Terms and any negligent or unlawful act or omission of the Customer in connection with the Advertising.
26. Mum’s Grapevine collects a Customer’s personal information to provide the Advertising to the Customer and for invoicing purposes. Mum’s Grapevine may disclose this personal information to its related bodies corporate, to credit reporting agencies and other third parties as part of provision of the Advertising and for overdue accounts, to debt collection agencies to recover amounts owing.
27. Mum’s Grapevine provides some published Advertising to third party service providers. Where such Advertising contains personal information, Customer consents to the disclosure of their personal information in the advertising to third parties and to the personal information being republished by a third party.
28. Each party will treat as confidential, and will procure that its advertising agents, other agents, and contractors (“Agents“) treat as confidential and will not disclose, unless disclosure is required by law: a) the terms of this Agreement (including terms relating to volumes and pricing); b) information generated for the performance of this Agreement, including all data relating to advertising schedules, budgets, forecasts, booked advertising, prices or volumes; c) any other information that ought in good faith to be treated as confidential given the circumstances of disclosure or the nature of the information; and d) any information derived wholly or partly for any information referred to in (a) to (c) above. Each party agrees to take all reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of the confidential information by or on behalf of itself or any third party.
29. These Terms, with any other written agreement, represent the entire agreement of the Customer and Mum’s Grapevine for Advertising. They can only be varied in writing by an authorised officer of Mum’s Grapevine. No purchase order or other document issued by the Customer will vary these Terms.
30. Mum’s Grapevine will not be liable for any delay or failure to publish Advertising caused by a factor outside Mum’s Grapevine’s reasonable control (including but not limited to any act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).