In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GDR Media Group and the Client (each a “Party” collectively, and the “Parties”), agree to the General Terms and Conditions set out in this Agreement. These Terms and Conditions will apply to all ‘Booking Agreements’ negotiated between the parties unless otherwise expressly provided.
GDR Media Group reserve the right to make changes to these Digital Services Terms & Conditions at any time. GDR Media Group shall provide notification of changes in these terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted online at our website www.gdrmediagroup.com.au.
GDR Media Group is a division of GDR Marketing and Distribution Pty LTD ABN 76 003 869 903.
1. PROJECT(S) APPROVAL
A payment of an advance fee or payment online is deemed an acceptance of our terms and conditions, a copy of which is available via our website, with all quotes and invoices, and at any time by request to GDR Media Group.
2. FEES
Fees and charges for the services to be provided by GDR Media Group are defined in the project quotation that the Customer receives via e-mail or post. Quotations are valid for a period of 30 calendar days. GDR Media Group reserves the right to alter or decline a quotation after the expiry of the 30 calendar days.
Items in a quotation provided by GDR Media Group are quoted to a ‘fixed price’ based on the Client requirements and information provided. No extra charges will be incurred to complete any quoted items unless further requirements, scope change, scope creep or information is provided to GDR Media Group by the Client which significantly changes the aforementioned quoted item. Any extra charges will be quoted to the Client prior to commencement of the additional quoted item.
Standard terms for Marketing Projects require an advance deposit payment of a minimum of fifty percent (50%) of the project quotation total before the work is commenced and submitted to the Client for review. The remaining fifty percent (50%) of the project quotation total will be due upon completion of the work prior to the project launch, send or live campaign. Charges for the project do not cover the release of IMC source code and graphical elements created in the campaign or project mix such as; HTML, email files, jpg, wordpress, psd, ai, png etc. this also includes open source code and plug-ins. A separate quotation for these items can be prepared if the Client requires these items. Please note all 3rd party and Open Source software remain the property of the respective copyright owners and where applicable Open Source software will be supplied under the GNU license agreement.
3. CUSTOMER CONSULTATION
Where consultations are required between GDR Media Group and the Client, charges may apply. Initial consultations which occur at GDR Media Group offices or telephone consultations are free of charge at 1st round briefing stage, known as “Ascertain and Discover”.
4. CUSTOMER CONSULTATION AND SIGN-OFF
GDR Media Group will provide the Customer with regular opportunities to review the appearance, layout and content of the projects during the design and creation process. The initial stage of creation involves the ‘design shell’ of the Marketing Strategy, Planning or Marketing Design Project which, once finalised and approved by the Client (Known as “Round one changes”), subsequent second round changes will not be amended without additional cost to the Client. At the completion of the project, such materials will be deemed to be accepted and approved unless the Customer notifies GDR Media Group otherwise within ten (10) calendar days including statutory holidays of the date the materials are made available to the Client via email, post, or electronic fax.
5. TURNAROUND TIME AND CONTENT CONTROL
GDR Media Group will provide the Customer’s project by the agreed date wherever possible, unless a delay is specifically requested by the Customer and agreed by GDR Media Group. In return, the Customer agrees to delegate a single individual as ‘Subject Matter Expert’ to aid GDR Media Group with the project deliverables to progress the project in a satisfactory manner within the project scope, timing and budget.
During the project, GDR Media Group will require the Customer to provide text copy and content images. If content is not provided within four (4) weeks of an official request by email then GDR Media Group reserves the right to advise the Customer of a revision to the final payment fee based on new or revised pricing schedules should any changes in pricing schedules occur during this time. If content is not provided within eight (8) weeks from the original email or facsimile request then the Customer is considered to be in default and the project will be terminated and the Customer sent the final invoice for immediate payment. GDR Media Group will agree, at its discretion, to recommence the project after agreement is reached on a new quotation document and once the original fees have been paid.
6. ADDITIONS/EXTRAS
Any additional items, pages or other features requested by the Customer to be included in an already quoted or invoiced project will be assessed by GDR Media Group and quoted or billed separately. As additions or extras are deemed out-of-scope and will have to be accounted for a new request/quote.
7. PAYMENTS
Payments will be made as per the GDR Marketing and Distribution standard payment structure or agreed upon terms as per quotation. Accounts that remain unpaid thirty (30) days after the date of the invoice incur a service charge in the amount of two percent (2%) per month of the total gross amount due.
8. ACCOUNTS UNPAID
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Customer in default maintains any information or files on GDR Media Group’s operations (online or offline), GDR Media Group will, at its discretion, remove all such material from the public domain, staging servers, test servers or other private public channels. GDR Media Group is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Customer of their obligation to pay any outstanding fees or charges assessed to the Customer’s account. Cheques returned for insufficient funds will incur a return charge of $50 and the Customer’s account will immediately be considered to be in default until full payment is received. Customers with accounts in default agree to pay GDR Media Group’s reasonable expenses, including all legal fees and costs for debt collection by third-party agencies, incurred by GDR Media Group in enforcing these Terms and Conditions.
9. TERMINATION OF SERVICES
Termination of services by the Customer must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing and signed and dated by an authorised Director of the company, entity, or service. The Customer will be invoiced for any strategy work, planning, emarketing or design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
Ownership of any and all strategy papers, copy, promotional plans, social networking assets, design, files, layouts and other items related to the project remains with GDR Media Group until full and final payment has been made for the project. Ownership is transferred from GDR Media Group to the Customer upon final payment of the project. Some project methodology and process may still be retained by GDR Media Group if part of our Intellectual property (as noted in point 12) and used for the project for release for a specific project but only as a ‘one shot’ use and cannot be repeated or renewed without GDR Media Group’s authorisation and this may require a release Fee to be determined per instance.
10. COPYRIGHT(S)
The Customer retains the copyright to data, files and graphic logos provided by the Customer, and grants GDR Media Group the rights to publish and use such material. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Customer is further responsible for granting GDR Media Group permission and rights for use of the same and agrees to indemnify and hold harmless GDR Media Group from any and all claims resulting from the Customer’s negligence or inability to obtain proper copyright permissions. Evidence of permissions and authorities may be requested at any time by GDR Media Group.
11. INTELLECTUAL PROPERTY
Any functions, coding, programming or other systems created by GDR Media Group which controls the Customers Marketing Project (online/offline) remains the property of GDR Media Group at all times. Upon the final payment of the Marketing Project, the Customer becomes the owner of the style, layout, copy, general design and graphic design of the Marketing Project. The Customer also retains ownership all of the content placed onto the Marketing Project. The content, style and design on the Marketing Project will be made available should the Customer elect to leave GDR Media Group professional services.
12. MEDIA - CUSTOMER REQUIREMENTS
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Customer in electronic format (ASCII text files delivered on disc, via e-mail, or electronic drop box) which has been proof read and signed-off by the customer and that all photographs, images and other graphics will be provided electronically in .gif, .jpeg, .png or .tiff format. Images and photographs requiring external scanning, retouching, or documents provided in hard copy requiring re-typing will incur further charges. Although every reasonable attempt shall be made by GDR Media Group to return to the Customer any images or printed material provided for use in creation of the Marketing Programme, such returns cannot be guaranteed.
13. IMC WATERMARK AND CREDITS
A link to GDR Media Group will appear in either small type or by a small graphic at the bottom of the Customer’s marketing material or online web presence. If a graphic is used, it will be designed to fit in with the overall site design as a footer watermark.
14. ACCESS REQUIREMENTS
If the Customer’s Web site is to be installed on a third-party server, GDR Media Group must be granted temporary read/write access to the Customer’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server which may incur further charges by the Customers third-party server provider.
15. POST-LIVE HANDOVER AND LIVE PROJECT ALTERATIONS
GDR Media Group cannot accept responsibility for any alterations caused by a third party occurring to the Customer’s pages once installed, live and operational. Such alterations include, but are not limited to plug-in’s upgrades, template edits, CSS edits, additions, modifications or deletions.
16. DOMAIN NAMES
GDR Media Group may purchase internet domain names on behalf of the Customer. Payment and renewal of those domain names is then charged and paid by the Customer to GDR Media Group. The loss, cancellation or otherwise of the domain brought about by non-payment or late payment is not the responsibility of GDR Media Group.
17. DISTRIBUTION TERMS
If you wish to proceed you will need to complete a booking form (which contains other relevant information) and return it to GDR within the booking time frame specified.
In some instances, GDR can accept later bookings but they may incur a surcharge.
17.1. OUR TERMS REQUIRE THAT
17.2. PRICING & BOOKINGS
2.1 All ‘Booking Agreements’ provided by GDR Media Group are valid for the period stated on the document, or up to a maximum of thirty (30) days from the date the booking was given.
2.2 Unless GDR Media Group otherwise confirm in writing, the price will be set out in the accepted ‘Booking Agreement’.
2.3 GDR reserve the right, following consultation with either party to increase the price due to, but not limited to,
(a) Unexpected increases in the cost of materials.
(b) Labour or delivery which are due to any factor beyond reasonable control.
(c) The client fails to provide GDR Media Group with the required Information, Delivery Specifications, Service Instructions or Procedures as supplied (see Clause 3.1 & 3.2)
2.4 On July 1st each year, GDR Media Group may increase prices in line with CPI.
2.5 All Fees charged by GDR Media Group hereunder shall be exclusive of GST and all taxes and similar levies now in force or enacted in the future imposed on the transaction and/or the delivery of the Service, all of which the client will be responsible for and will pay in full.
2.6 Each party shall be responsible for its own costs incurred with this ‘Booking Agreement’.
2.7 All amounts payable under the ‘Booking Agreement’ are denominated in Australian Dollars (AUD), unless otherwise advised.
17.3. DISTRIBUTION MATERIALS SUPPLIED
17.3.1 The client will supply GDR Media Group with Distribution Materials:
(a) which comply with ‘Booking Agreements’, Delivery Specifications, Service Instructions and Procedures (where details do not comply, GDR Media Group may refuse to perform the services or charge in accordance with current rates to reflect the additional cost of performing the services); (b) Sufficient quantities, and in sufficient time so that GDR Media Group may perform the Services.
17.3.2 GDR Media Group reserves the right to cancel the ‘Booking Agreement’ if Distribution Materials do not match ‘Booking Agreement’ details on:
(a) Weight
(b) Page volume
(c) Size
(d) Content Compliance (see Clause 3.1)
If discrepancy occurs within ten (10) days prior to delivery, GDR Media Group has the right to increase the cost of performing the services or decline executing the service.
17.3.3 GDR Media Group reserves the right to examine a sample of the Distribution Material prior to proceeding. Rejection of delivery may occur if the material;
(a) Contains anything illegal, obscene, defamatory, or offensive.
(b) Infringes the copyright or other protected right of any person.
17.4. DISTRIBUTION SERVICE CONDITIONS
17.4.1 GDR Media Group cannot guarantee to distribute 100% of a client’s delivery materials due to a range of factors including:
(a) Independent distributors/walkers failing to read the delivery map area assigned to them properly and missing part of or the whole of a street or section;
(b) Failure by distributors, at times, to strictly follow the delivery rules and training provided them by GDR;
(c) Walker/distributors falling ill in the middle of a distribution;
(d) Breakdown of a distributors’/walkers’ vehicle during the delivery process and not taking proper note of where they were up to so as to be able to hand over to another walker/distributor, or resume deliveries at a later stage at the exact point where they stopped;
(e) Adverse weather conditions which interrupt distribution and cause confusion;
(f) Lack of sufficient delivery material to cover all the delivery points within the designated delivery areas requested by the client;
(g) A lack of distributors/walkers available to undertake the delivery in the timeframe specified.
(h) Other factors that may arise but are unknown to GDR at the time of writing.
17.4.2 At times, GDR Media Group cannot guarantee to distribute materials within the delivery area, and within the timeframe agreed with the client due to:
(a) Actual delivery times varying due to factors which are beyond GDR Media Group’s control.
(b) Residential addresses are secured residential apartment properties or gated communities.
(c) Letterboxes display a "no advertising material" sign or similar notice.
17.4.3 The client acknowledges that GDR Media Group disclaim all responsibility and liability for all expenses, losses, damages (including indirect or consequential damages) and renumeration will not be forthcoming for failure to deliver on time and in full due to points raised in Clause 17.4.1 and 17.4.2
17.4.4 GDR Media Group may distribute multiple client advertising materials, unless a premium is paid for a solus distribution run.
17.4.5 Unless otherwise agreed in writing prior to job commencement, any Excess Distribution Materials will remain with GDR Media Group or their independent distributors for a maximum period of 14 (fourteen) days. During this time, if any excess material remains:
(a) the client will be required to collect remaining distribution materials at their own cost.
(b) If not collected within 14 (fourteen) days GDR Media Group will dispose of the remaining distribution materials
without any financial repercussions.
(c) GDR Media Group are not liable to remind the customer to collect excess Distribution Materials.
17.5. GDR COMPLAINTS POLICY – DISTRIBUTION ONLY
17.5.1 Complaints must be received within 48 hours of completion of the project in order for GDR to verify and investigate. Clients must provide GDR with names and addresses of streets or addresses in question so that GDR can request an investigation by Australia Post or undertake its own investigations depending on the distribution channel chosen, and so a thorough audit of the distribution and a comprehensive report on the findings can be undertaken and provided.
17.5.2 Any complaints received after 48 hours will not be investigated because statistics show that residents have poor retention for this information and are unable to recall accurately if they have received a piece of advertising in the mail or not after this time period. Therefore, investigating more than 72 hours after distribution will not provide an accurate report.
17.6. CONFIDENTIALITY
17.6.1 GDR Media Group will not use other than for this Agreement, or disclose to any third party any knowledge or information obtained by or imparted to during or in connection with the fulfilment of this Agreement which is a confidential nature relating to the business strategies, intellectual property, customer data, products, services or processes related to the Customer. The obligation of this confidence will cease to apply regarding any information GDR Media Group is required to disclose by law.
17.7. OTHER SERVICES
17.7.1 Where the services ordered include database evaluation services, the Distribution Materials distributed may not reach their intended recipient.
17.7.2 Where the services ordered include direct mail services, the client is responsible for any errors in data (and all consequences arising from this error).
17.7.3 GDR Media Group are not responsible for reviewing Distribution Materials for errors.
17.7.4 If any additional research or information is required for completion of direct mail distribution run, the client acknowledges that they are liable for any additional costs incurred.
17.8. CANCELLATION OR TERMINATION OF DELIVERY
17.7.1 Where the services ordered include database evaluation services, the Distribution Materials distributed may not reach their intended recipient.
17.7.2 Where the services ordered include direct mail services, the client is responsible for any errors in data (and all consequences arising from this error).
17.7.3 GDR Media Group are not responsible for reviewing Distribution Materials for errors.
17.7.4 If any additional research or information is required for completion of direct mail distribution run, the client acknowledges that they are liable for any additional costs incurred.
17.9. PAYMENT
17.9.1 If the client does not have an account with GDR Media Group, they must pay for the services in full prior to commencement of the ‘Booking Agreement’.
17.9.2 If payment is not received in full prior to the commencement, the job will not proceed.
17.9.3. If the client has an established account with GDR Media Group, 50% of fees are due at the commencement of the campaign, and the remainder shall be due thirty (30) days after the receipt of the invoice. GDR Media Group shall be entitled to charge the client interest at a rate of 3% per month for amounts outstanding after the due date.
17.10. CLAIMS
17.10.1 Any claims for adjustment in billing at the completion of the distribution run, must be presented in writing to GDR Media Group within thirty (30) days from the date of invoice with documentation sufficient in detail to support such claim.
17.10.2 If no claim is made within thirty (30) days, the invoiced amount shall be deemed to be final and conclusive.
17.10.3 Any amounts not paid by the client when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). The client agrees to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by GDR Media Group in connection with its enforcement of its rights under the Agreement.
17.11. EXCLUSIONS AND LIMITATIONS
17.11.1 To the extent permitted by law, in no event will either party be liable to the other party for any consequential, incidental, special, exemplary, or indirect damages of any kind or nature damages. Including, without limitation,
(a) loss of data
(b) loss of income, profits, revenue, savings, or anticipated savings or wasted expenditure.
17.12. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
17.12.1 Each party shall treat as Confidential all information received from the other party, shall not use such Confidential Information, except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without the other Party's knowledge.
17.12.2 The term "Confidential Information" shall mean any information disclosed by one Party to the other Party in connection with this ‘Booking Agreement’ which is disclosed in writing, orally or by inspection and is identified as "Confidential" including:
(a) Data and information
(b) Data or reports resulting from services provided under this agreement and the scope of works.
17.13. WARRANTIES
17.13.1 The client warrants that Distribution Materials will not:
(a) contain anything illegal, obscene, defamatory, or offensive; or
(b) infringe the copyright or other protected right of any person; and
(c) the Distribution Materials will not give rise to any claims against or liabilities to GDR Media Group or its officers, employees, contractors, or agents.
17.14. INDEMNITY
17.14.1 The Client shall indemnify GDR Media Group and its ‘Related Bodies Corporate’ and each of their respective directors, employees and contractors, and hold each of them harmless from and against all losses, damages, liability, costs and expenses (including reasonable attorneys' fees).
17.15. FORCE MAJEURE
17.15.1 Neither party shall be deemed to be in default of or to have breached any provision of this ‘Booking Agreement’ because of any delay, failure in performance or interruption of service, resulting directly or indirectly from
(a) Acts of God
(b) Natural disasters
(c) Acts of war
(d) Insurrection or terrorism
(e) Strikes or lockouts
(f) Unauthorised network or computer intrusion
(g) Internet- or computer-related viruses.
17.15.2 In addition, GDR Media Group shall not be in default of or in breach of any provision of this ‘Booking Agreement’ because of any delay, failure in performance or interruption of service, resulting directly or indirectly from:
(a) Any technical requirement for which the client is responsible.
(b) Any intentional acts or omission of the client.
(c) Any failure of any third-party service necessary for GDR Group to provide Service hereunder.
17.16. GENERAL
17.16.1 The ‘Booking Agreement’ or Terms and Conditions is not intended and will not be taken to constitute any partnership, agency, employment, or joint venture relationship between the parties.
17.16.2 GDR Media Group may subcontract the supply or delivery of the services.
17.16.3 The client shall not transfer or assign this agreement without the prior written consent of GDR Media Group.
17.17. GOVERNING LAW AND JURISDICTION
17.17.1 This agreement shall be governed and construed with the laws of the State of New South Wales.
17.17.2 The parties submit to the exclusive jurisdiction of the courts of the State of New South Wales in respect to all matters arising out of this Deed.
17.18. DEFINITIONS
17.18.1 In this Agreement the following words have the following definitions:
(a) “Booking Agreement” the Agreement which sets out the Terms of the Agreement and the Fees to which the parties have agreed in relation to the Services.
(b)“Related Bodies Corporate” given in section 9 of the Corporations Act 2001 (Cth);
(c) “Services” shall be those services mean specifically selected by the client as indicated on the booking or as otherwise agreed in writing with client, which may comprise some or all the services outlined.
(d) “Term” means the length of Agreement as specified in the booking.
(e) “Third Party Suppliers” – third party means contractors and suppliers used by GDR Media Group.
(f) "CPI" means the Consumer Price Index published by the Australian Bureau of Statistics or successor index.
(g) "Distribution Materials" refers to the client’s catalogue or other printed material to be distributed by direct mail.
Governing Law: This Agreement shall be governed by the laws of New South Wales and any applicable Australian Federal Law.
GDR Media Group
Level 14, 3 Parramatta Square
153 Macquarie Street
Parramatta NSW 2150
Australia
T 1800 243 582