1. Terms Inconsistent
1.1 The placing of an order for any Advertising by an Advertiser constitutes acceptance by the Advertiser of these Terms and Conditions and of all rates set out by AAHB in the relevant rate cards unless otherwise agreed in writing by AAHB. To the extent that any order submitted by the Advertiser attempts to include terms that are inconsistent with these Terms and Conditions, those terms will not apply.
2. Entire Agreement
2.1 These Terms and Conditions (including booking confirmations and any credit terms referred to in clause 10 if applicable) set out the entire agreement between the parties in relation to any Advertising and supersedes all prior arrangements, undertakings, representations and warranties by or between the parties in relation to such Advertising.
3. Submission of Advertising
3.1 If submitting any Advertisements, the Advertiser must comply with the submission requirements and deadlines set out by AAHB. AAHB shall not be obliged to accept any Advertisement for publication which has not been submitted otherwise notified to the Advertiser by AAHB. AAHB will not be obligated in this manner. The advertising services shall be for the benefit of the Advertiser alone and the Advertiser shall not assign or transfer this contract to any other person.
4.1 Subject to these Terms and Conditions, AAHB will use its reasonable endeavours to publish Advertisements submitted by the Advertiser in the format submitted by the Advertiser and in accordance with the placement instructions of the Advertiser.
4.2 Advertising material produced by AAHB remains the property of AAHB. The Advertiser may provide its own material for transmission on the AAHB website. AAHB will not be liable for loss or damage of such material while in the hands of AAHB. AAHB shall not be responsible for acceptability of the content or quality of content in respect of any materials supplied by the Advertiser.
5.1 The cancellation by the Advertiser of any Banner Advertising or Online Advertising for which a booking has been completed in accordance with clause 3, must be in writing. Upon cancellation, the Advertiser agrees to pay AAHB an amount equivalent to any discounts given by AAHB to the Advertiser in respect of any long term agreement being the difference between the contract rate (discounted rate) and the otherwise casual rate that would have otherwise applied.
6. Advertiser Undertakings
6.1 The Advertiser undertakes and warrants to AAHB that no Advertisement will:
a. be likely to be misleading or deceptive or otherwise infringe the Fair Trading Act 1986;
b. infringe copyright, trade mark or other intellectual or moral property rights of any person;
c. contain material that is obscene, offensive, defamatory, or otherwise unsuitable for publication;
d. breach or infringe any laws relating to therapeutic goods, financial services, anti-discrimination, political publication, publication of court or tribunal materials, or any other legislation, regulation, rule or ordinance; or
e. breach the Advertising Codes of Practise issues by the Advertising Standards Authority Inc or any other code or industry standard relating to advertising in New Zealand;
f. give rise to any liability on AAHB, cause AAHB to be in breach of any law by virtue of publishing the Advertisement, or result in a claim being made against AAHB.
7. AAHB Rights
7.1 AAHB may in its absolute discretion:
a. at any time and without notice to the Advertiser cancel, reject or refuse to publish or continue publishing any Advertisement without providing any reason for such rejection or refusal at any time prior to, or after, publication of the Advertisement, provided this right will not be unreasonably exercised;
b. the Advertiser agrees that any personal information about internet users that is obtained by AAHB as a result of internet users accessing AAHB's content pages will only be made available to the Advertiser if to do so would not breach any of AAHB's obligations under law or any other agreement.
8.1 By submitting or authorising submission of an Advertisement for publication or Advertising, the Advertiser indemnifies AAHB (and its employees, officers and agents) against any proceedings, demands, losses, costs (including legal costs on a full indemnity basis), damages and other liabilities of any nature taken, made or awarded against or incurred by AAHB (and/or its employees, officers and agents) in connection with the Advertisement or any Advertising.
9. No Guarantee or Warranties
9.1 AAHB will not be responsible or liable to the Advertiser in any way if the Advertiser's request cannot be granted.
9.2 Online Advertising will be published via internet accessible Advertisement serving software ("Software"). AAHB makes no warranties of any kind, whether express or implied of the fitness of this Software for a particular purpose. AAHB shall not be liable for any loss, damage, or expense incurred in connection with AAHB's use of the Software, including without limitation, for any technical malfunction, computer error or loss of data or other injury, damage or disruption of any kind other than as a result of AAHB's gross negligence or fraud.
10. Credit Terms Apply
10.1 The Advertiser acknowledges that any credit provided will be on AAHB's then standard credit terms which may vary from time to time.
11.1 The Advertiser must pay AAHB for Advertisements in accordance with the rates and terms set out in this Agreement.
12. Failure to Pay
12.1 If any payment is not received by AAHB on or before the date that such payment is due, or if the Advertiser commits an act of bankruptcy (in the case of an individual), or is unable to pay its debts as and when they fall due, enters into any arrangement with its creditors other than in the ordinary course of business, passes a resolution for administration, winding up or liquidation (other than for the purposes of re-organisation or reconstruction), has a receiver, manager, liquidator or administrator appointed to any of its property or assets or any petition is presented for its winding up (all in the case of a body corporate), AAHB may:
a. immediately and without notice, suspend or cancel all Advertising orders of the Advertiser and terminate any agreement in relation to Advertising not yet published;
b. require cash pre-payment for any further Advertising;
c. impose interest at the rate of 2% (two percent) above the Reserve Bank's 90 day Bill Rate on all sums that remain unpaid until full payment is received;
d. recover from the Advertiser all costs incurred by AAHB in the recovery of any amount owed by the Advertiser including any mercantile agency costs and legal costs on a full indemnity basis; and
e. exercise any other rights at law.
13.1 The Advertiser must advise AAHB as soon as possible of any error or omission in the Advertising placed by the Advertiser.
13.2 Except as expressly provided in these Terms and Conditions, AAHB excludes, to the fullest extent permitted by law, all warranties, representations and conditions whether implied by law, trade, custom or otherwise. Where AAHB is liable to an Advertiser for a breach of implied warranty or condition that may not be excluded, AAHB's liability will, to the extent permitted by law, will be limited to an amount equal to the cost of the space of the relevant Advertisement.
13.3 In no circumstances will AAHB (its employees, officers or agents) be liable, whether in tort, contract or otherwise for any indirect loss, loss of profits, consequential loss or special or exemplary damage suffered by the Advertiser or any other person, even if such loss or damages are foreseeable and whether or not AAHB had been advised of the possibility thereof.
13.4 The liability of AAHB (including AAHB's officers, employees and agents) to the Advertiser, or any other person, for any and all loss or damage arising in relation to these Terms and Conditions and/or Advertisements (including from any errors or inaccuracies however caused, whether by negligence, system, software or press failure, mistake, mis-classifications, early, late or non-insertion of Advertisements, or loss or delay in the delivery of replies) will be limited to an amount equal to the cost of the space of the relevant Advertisement, provided that if the Advertiser does not advise AAHB of any error within five days of publication of the Advertisement AAHB will have no liability whatsoever.
13.5 AAHB will not be liable to the Advertiser or any other person for any loss of whatever kind suffered as a result of Other Advertising, or an Advertisement not being available for publication or not published where such loss arises from any cause beyond its control. Any loss suffered as a result of any partial or total breakdown of AAHB's operation or network, any technical malfunction, computer error or loss of data will be deemed to be an event beyond AAHB's control.
13.6 The guarantees contained in the Consumer Guarantees Act 1993 are expressly excluded where the Advertiser acquires or holds itself out as acquiring goods or services from AAHB for the purposes of a business. The provisions of that Act do not apply to the goods or services provided under this Agreement or under any other written agreement the Advertiser may have with AAHB.
14. Governing Law
14.1These Terms and Conditions are governed by, and construed in accordance with the law in force in New Zealand. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in New Zealand, and any court that may hear appeals from any of those courts, for any proceedings in connection with these Terms and Conditions.