BACKGROUND

A. Bucks Bachelor Stag owns and operates the Website.
B. The Advertiser wishes to purchase advertising space on the Website.
C. The Agreement sets out the terms on which the Advertiser purchases advertising on the Website from Bucks Bachelor Stag.

OPERATIVE PROVISIONS

1. Definitions and Interpretation

1.1 Definitions
(a) Advertiser means the person or entity specified as the Advertiser in the Advertising Request Form.
(b) Advertiser Account means the account portal used by the Advertiser for managing the Agreement.
(c) Agreement means the agreement for advertising on a subscription basis, between Bucks Bachelor Stag and the Advertiser on the terms and conditions set out in these Advertiser Terms and Conditions and the Advertising Request Form and includes any schedules and annexures to it, and any variations or substitutions thereof.
(d) Advertising Content means the content of advertisements submitted by or on behalf of the Advertiser to Bucks Bachelor Stag in connection with an Advertising Request including but not limited to all text, graphics, icons, photographs and URLs.
(e) Advertising Package means a package of advertising, as set out in the Advertising Request Form.
(f) Advertising Request Form means the listing details form located at https://bucksbachelorstag.com/add-listing/?listing_type=gd_place
(g) Bucks Bachelor Stag means Bucks Boardroom Pty Ltd (ACN 125 242 195), t/as Bucks Bachelor Stag.
(h) Business Day means a day except a Saturday, a Sunday or a public holiday in Queensland.
(i) Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:
– (i) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
– (ii) information developed independently by a party.
(j) Contract Period means the subscription term of the Agreement, specified in the Advertising Request Form.
(k) Fees means the advertising fees payable by the Advertiser to Bucks Bachelor Stag, as specified in the Advertising Request Form or as varied from time to time in accordance with the terms of this Agreement.
(l) Force Majeure Event means any event beyond the control of the relevant party.
(m) GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(n) Indemnified Persons has the meaning given to it in clause 11.1.
(o) Insolvency Event in relation to any party means, except in the ordinary course of business:
– (i) a liquidator, provisional liquidator, receiver, trustee in bankruptcy, or any form of external administrator is appointed in respect of the party;
– (ii) the party proposes to its creditors a scheme of arrangement, deed of company arrangement or similar composition or arrangement involving any class of its creditors;
– (iii) a controller is appointed over or takes possession of all or a substantial part of the party’s assets or undertakings;
– (iv) the party is deemed insolvent under any relevant law;
– (v) if the party is a natural person – they die or become permanently mentally incapacitated or disabled;
– (vi) any step is taken by the party to obtain protection from its creditors, under any applicable legislation; or
– (vii) anything analogous or having a substantially similar effect to any of the events specified above happens in respect of a party under the law of any applicable jurisdiction.
(p) Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade marks, design rights, moral rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
(q) Payment Method means PayPal or such other option for payment of the Fees as may be specified by Bucks Bachelor Stag to the Advertiser from time to time.
(r) Payment Schedule means the schedule of dates in which payment of the Fees are due by the Advertiser as determined by the Advertising Package (e.g monthly or annually).
(s) Privacy Policy means Bucks Bachelor Stag’s Website Privacy Policy as amended from time to time.
(t) Website Terms and Conditions mean Bucks Bachelor Stag’s Website Terms and Conditions as amended from time to time.
(u) Website means https://bucksbachelorstag.com

1.2 Interpretation
Unless the context requires otherwise:
(a) a reference to a person includes a corporation or any other legal entity;
(b) the singular includes the plural and vice versa;
(c) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;
(d) the term “includes” (or any similar term) means “includes without limitation”; and
(e) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

2. Advertising Requests

2.1 The Advertiser must complete and submit the Advertising Request Form and select an Advertising Package in order to submit a request for advertising space on the Website.

2.2 All required information on the Advertising Request Form must be complete and accurate and must comply with all laws, regulations and relevant industry codes.

2.3 Advertising Requests must not request publication or linking to content which is illegal or may bring Bucks Bachelor Stag into disrepute, or otherwise does not comply with the terms of this Agreement, the Website Terms and Conditions.

2.4 Bucks Bachelor Stag may reject or cancel any Advertising Request at any time at its sole discretion.

2.5 By submitting Advertising Requests the Advertiser authorises Bucks Bachelor Stag to publish the Advertising Content on the Website.

2.6 By submitting the Advertising Request the Advertiser warrants and agrees that Advertising Content complies with the Website Terms and Conditions.

2.7 By submitting the Advertising Request, in addition to the terms of this Agreement, the Advertiser agrees to the Website Terms and Conditions and consents to the Privacy Policy.

3. Advertising Packages & Term

3.1 Bucks Bachelor Stag offers the types of Advertising Packages as set out in the Advertising Request Form.

3.2 Subject to the terms of this Agreement, Bucks Bachelor Stag will publish the Advertising Content on the Website, in accordance with the Advertising Request Form, for the Contract Period.

3.3 The Advertiser will, during the Contract Period, use the Advertiser Account to manage the Agreement.

4. Positioning and Style

4.1 The Advertiser acknowledges and agrees that Bucks Bachelor Stag retains complete editorial control over the Advertising Content and Website. Bucks Bachelor Stag may at its sole discretion:
(a) refuse to include any Advertising Content at any time;
(b) remove any Advertising Content at any time;
(c) position Advertising Content as it sees fit; and
(d) label any Advertising Content as an “advertisement” ‘sponsored’ or ‘affiliate’ for clarification and stipulate any other conditions to ensure that it is clear that the Advertising Content is an advertisement;
(e) edit or amend any Advertising Content.

4.2 The Advertiser will comply with any directions as to content, positioning and style of the Advertising Content, which may be communicated by Bucks Bachelor Stag to the Advertiser from time to time.

5. Payment

5.1 The Advertiser must pay Bucks Bachelor Stag the Fees.

5.2 The Fees are payable by the Advertiser to Bucks Bachelor Stag using the Payment Method, and in accordance with the Payment Schedule (as determined by the relevant subscription in the Advertising Package).

5.3 The Fees are payable by the Advertiser in advance of Bucks Bachelor Stag publishing any Advertising Content.

5.4 Where the Fees are payable in instalments in accordance with the Payment Schedule, in the event an instalment is not paid by the due date for payment, Bucks Bachelor Stag reserves the right to revert the Advertising Package to a ‘Free’ Advertising Package.

5.5 Bucks Bachelor Stag reserves the right to vary the Fees from time to time, provided at least thirty (30) days written notice of change in Fees is provided to the Advertiser, prior to the Fee becoming payable by the Advertiser. The Advertiser may cancel the Agreement before the change to the Fees takes effect, if it does not accept the changes to the Fees.

6. Refund Policy

6.1 To the extent permitted by law, in the event this Agreement is terminated, or otherwise comes to an end any payments made in advance for Fees are non-refundable to the Advertiser and Bucks Bachelor Stag is not required to refund or provide credits to the Advertiser for any Fees, nor is it required to pay any pro rata amount or compensation to the Advertiser.

7. GST

7.1 Unless expressly stated otherwise, all amounts payable under this Agreement are expressed inclusive of GST.

7.2 In respect of any taxable supply, the Advertiser must pay to Bucks Bachelor Stag the prevailing GST rate, payable at the same time and in the same manner as the Fees.

8. Confidentiality

8.1 A party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

8.2 A party may:
(a) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
(b) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

8.3 Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party’s Confidential Information whilst it is in the receiving party’s possession or control.

8.4 Each party must return, or at the other party’s option destroy, all Confidential Information of the disclosing party in the receiving party’s possession or control, on the earlier of Bucks Bachelor Stag request or on termination of this Agreement for any reason.

9. Warranties

9.1 The Advertiser represents and warrants that:
(a) it is fully authorised to publish, and to authorise Bucks Bachelor Stag to publish, all Advertising Content;
(b) the Advertising Content and the publication of the Advertising Content on the Websites does not and will not, at any time, infringe any Intellectual Property Right, any right of confidence or other right of any person;
(c) all Advertising Content will comply with all applicable laws, regulations and relevant industry codes;
(d) all advertised products and services will match the advertised description and be available in the manner, at the price and for the time period advertised; and
(e) each website located at any URL shown or embedded in any Advertising Content is controlled and operated by or on behalf of the Advertiser, is functional and accessible and at all times operates in compliance with all applicable laws, regulations and relevant industry codes.

10. Liability

10.1 To the full extent permitted by law, Bucks Bachelor Stag excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages.

10.2 To the full extent permitted by law, Bucks Bachelor Stag excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

10.3 To the fullest extent permitted by law, Bucks Bachelor Stag’s total aggregate liability for all claims relating to this Agreement is limited to the lesser of:
(a) the Fees payable under this Agreement; and
(b) $100.00

10.4 Either party’s liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

10.5 This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, Bucks Bachelor Stag limits its liability in respect of any claim to:
(a) the supply of the services again; or
(b) the payment of the cost of having the services supplied again.

11. Indemnity

11.1 The Advertiser indemnifies and holds Bucks Bachelor Stag its agents, affiliates, subsidiaries, directors, officers, employees, consultants and contractors (collectively Indemnified Persons) harmless from and against any and all costs, claims, losses, damages, liability and expense (including all reasonable legal fees) which may be made or brought against or suffered or incurred, directly or indirectly by the Indemnified Persons in connection with:
(a) any breach of this Agreement or the Website Terms and Conditions by the Advertiser;
(b) any act of fraud or wilful misconduct by or on behalf of the Advertiser; or
(c) the publication of, or any act or omission in relation to, the Advertising Content or any website represented by a URL included or embedded in the Advertising Content.

12. Consequences of Breach

12.1 Without limiting any rights of Bucks Bachelor Stag under this Agreement, where there is a breach by the Advertiser or where Bucks Bachelor Stag reasonably suspects there has been a breach by the Advertiser of this Agreement or Website Terms and Conditions, Bucks Bachelor Stag, may, in its absolute discretion, cancel or suspend the publishing of any Advertising Content.

13. Termination

13.1 Unless earlier terminated in accordance with this Agreement, this Agreement ends on the date the Advertiser terminates this Agreement.

13.2 A party may terminate this Agreement immediately, by written notice to the other if an Insolvency Event occurs or by using the Advertiser Account to manage/terminate the Agreement.

13.3 Either Party may, by written notice to the other Party, immediately terminate this Agreement if the other Party fails to comply with or observe any of the provisions of this Agreement and:
(a) the failure is not capable of remedy; or
(b) where that failure is capable of remedy, the other Party fails to remedy such a failure within ten (10) Business Days of receiving written notice from the Party specifying the failure and requiring it to be remedied within ten (10) Business Days of receiving the notice.

14. Consequences of termination

14.1 The Advertiser agrees, that at the end of the Contract Period:
(a) any Advertising Content published during the Contract Period may continue to remain published and continue to be utilised by Bucks Bachelor Stag following the end of the Contract Period, at the absolute discretion of Bucks Bachelor Stag (e.g social media posts and articles); and
(b) any Advertising Content which continues to remain published and continues to be utilised following the end of the Contract Period, may be modified by Bucks Bachelor Stag, at the absolute discretion of Bucks Bachelor Stag (e.g by removing references or links to the Advertising Content).

14.2 If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:
(a) the parties are immediately released from their obligations under the Agreement except those obligations expressly set out in this agreement to survive termination, or otherwise that, by their nature, survive termination;
(b) each party retains the rights and claims it has against the other; and
(c) the Advertiser must immediately pay all outstanding Fees and any Fees payable for the balance of the Contract Period.

15. Notices

15.1 All notices which are required to be given under this Agreement must be in writing and must be sent to the email address of the recipient.

15.2 The email address of the Parties are:
(a) Bucks Bachelor Stag – directory@bucksbachelorstag.com
(b) Advertiser – the email address provided by the Advertiser in the Advertising Request Form, or as otherwise update from time to time in the Advertiser Account.

15.3 Any such notice given, will be deemed to have been served when the email enters the recipient’s mail server.

16. Dispute resolution

16.1 Any dispute or difference arising in connection with this Agreement will be submitted to arbitration to a qualified arbitrator with experience in respect of the subject matter of the dispute, and appointed by the President of the Queensland Law Society. During such arbitration, both parties may be represented by a duly qualified legal practitioner.

17. General

17.1 The Advertiser must not assign or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of Bucks Bachelor Stag.

17.2 Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.

17.3 If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

17.4 Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

17.5 This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.

17.6 This Agreement may be amended by written agreement by all parties.

17.7 A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.

17.8 This Agreement may be executed in counterparts which will be taken together to constitute one document.

17.9 A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

17.10 Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party’s performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.

17.11 All stamp duties and other government charges in relation to this Agreement must be paid by the Advertiser.

17.12 This Agreement is governed by the laws of Queensland and each party submits to the jurisdiction of the courts of Queensland.