ALPMA DIGITAL ADVERTISING TERMS AND CONDITIONS (“TERMS”)

These Terms apply to the ALPMA Digital Advertising Media advertising opportunities offered by ALPMA and should be read in conjunction with the Booking Terms, Booking Form and the Digital Advertising Media Kit.  Unless agreed in writing by ALPMA, these Terms will apply to the exclusion of any inconsistent terms and conditions which may appear on any other document issued by the applicant.  The applicant will be deemed to have accepted these Terms when the Applicant completes and submits an Application Form to ALPMA.


1.   Interpretation and definitions

1.1       Advertising Fee” means the amount set out in the Tax Invoice provided by ALPMA to the Applicant and as set out in the Digital Advertising Media Kit;

1.2       ALPMA” means the Australasian Legal Practice Management Association ABN 30 094 240 981 of PO Box 556 Burwood, Victoria 3125;

1.3       Applicant” means the entity who has applied for a Digital Advertising Media opportunity as specified in the Application Form;

1.4       Booking Form” means the application form completed by the Applicant for a Digital Advertising Media opportunity contained within the Digital Advertising Media Kit;

1.5       Booking Terms” means the application terms and conditions contained within the Digital Advertising Media Kit;

1.6       Authority” means any government or governmental, semi-governmental, administrative or judicial body. Tribunal, department, commission, authority, agency, minister, statutory corporation or entity;

1.7       Business Day” means Monday to Friday in Victoria except a day which is a proclaimed public holiday in Victoria;

1.8       Claim” means any claim, action, proceeding, demand, cost, damage including Consequential Damages, loss, expense, liability incurred or suffered by, or brought or made or recovered against any person and however arising (whether or not presently ascertained, immediate, future or contingent);

1.9       Confidential Information” means any information of a party which is confidential or secret and which pertains to the dealings, transactions, finances or affairs of the party or the customers or clients of that party and which information is not in the public domain other than as a result of a breach by another party of its obligations of confidentiality under these Terms and includes the Intellectual Property;

1.10     Consequential Damages” means any indirect, special, consequential, punitive or exemplary damages, expenses, losses or costs including loss of anticipated or actual revenue or profits, loss of or inability to use equipment, a failure to realise anticipated savings, lost data, down time costs or loss of goodwill;

1.11     Digital Advertising Media Entitlements” means the relevant benefits associated with the applicable Digital Media Advertising Level for which the Applicant has applied and as set out in the Digital Advertising Media Kit;

1.12     Digital Advertising Media Kit” means the 2016 ALPMA Digital Advertising Media Kit;

1.13     Digital Advertising Media Level” means one of the following partnership offerings as specified in the Application Form completed by the Applicant:

1.13.1    Quarterly e-Newsletter;

1.13.2    Website Banner Advertising;

1.13.3    APLMA Blog Advertising;

1.13.4    Member Only Deal Listing; and

1.13.5    Business Directory and Job Bank;

1.14     GST” means goods and services tax payable under the GST Law and an expression used in these Terms in relation to GST will have the meaning used in or attributed to that expression by the GST Law from time to time;

1.15     GST Law” has the same meaning as the definition of “GST law” in A New Tax System (Goods and Services Tax) Act 1999;

1.16     Insolvent” in relation to a person means that the person has committed an act of bankruptcy or is made bankrupt or presumed insolvent within the meaning of section 459C(2) of the Corporations Act 2001 (Cth), is placed into liquidation, has an administrator or receiver or manager or other form of insolvency administrator appointed or a mortgagee takes possession of any substantial asset(s) of the person or if the person ceases to carry on its business;

1.17     Intellectual Property” includes all know‑how, business methods, systems, procedures, databases, drawings, plans, processes, formulae, artwork, designs, logos, technology and records and all patents, copyright, designs, trade marks (whether or not registered), business and company names, domain names, Confidential Information and trade secrets;

1.18     Intellectual Property Rights” means all rights in relation to the Intellectual Property;

1.19     Laws” means acts, ordinances, regulations, rules, codes and by-laws of the Commonwealth of Australia or any state or territory;

1.20     notice” means written notice and “notify” means notification in writing; and

1.21     Tax Invoice” means an invoice for the Advertising Fee which is issued by ALPMA to the Applicant in accordance with these Terms and has the respective meaning ascribed to it in the GST Law.2.

2.  Digital Advertising Applicant

2.1       By completing the Booking Form to become a Digital Advertising Applicant, the Applicant agrees with these Terms.

2.2       The Applicant acknowledges and agrees that it has read these Terms, the Digital Advertising Media Kit, the Booking Form and Application Terms and acknowledges that the documents create a legally binding relationship between the parties.

2.3       These Terms remain binding on the Applicant until such time as the Applicant has fulfilled all of its obligations under these Terms or the Terms are terminated earlier in accordance with clause 9.

3.  Intellectual Property

 

3.1       The Applicant agrees to provide ALPMA with an electronic version of the advertisement that complies with the format specified in the Digital Advertising Media Kit.

3.2       The partner will also provide a URL hyperlink to a website relating to the advertisement, and any copy and other images ALPMA requires for the particular Digital Advertising Media Level.

3.3       ALPMA will not use any Intellectual Property of the Applicant for any purpose not set out in the Digital Advertising Media Kit or these Terms without the consent of the Applicant. ALPMA will comply with any conditions which the Applicant may impose in relation to such Intellectual Property Rights.

3.4       The Applicant will retain all Intellectual Property Rights in relation to its Intellectual Property and any materials which are provided to ALPMA by the Applicant.  

3.5       The Applicant grants to ALPMA a non‑exclusive licence to reproduce and publish the Applicant’s Intellectual Property for the purpose of carrying out its obligations under these Terms.

3.6       The Applicant will not use any Intellectual Property of ALPMA for any purpose without consent of ALPMA and the Applicant will comply with any conditions which ALPMA may impose in relation to such Intellectual Property Rights.

3.7       The Applicant will provide immediate written notice to ALPMA if the Applicant becomes aware of any actual or threatened infringement of any Intellectual Property Rights of the ALPMA.

3.8       Each party agrees acknowledges that a party’s Intellectual Property remains the property of that party and that nothing in this clause transfers or assigns any rights in that Intellectual Property to another party.

4. Advertising Fee

4.1       The Applicant will pay to ALPMA the Advertising Fee.  The Advertising Fee will be paid at the Payment Terms set out in the Tax Invoice and prior to the scheduled publication of the advertisement.  If the fee is not paid prior to the scheduled publication, ALPMA will not run the advertisement at the agreed date.
4.2       If any party under these Terms is or becomes subject to GST, the party to whom the supply is made (“the Recipient”) must pay to the party making the supply (“the Supplier”), as consideration in addition to any consideration payable or to be provided elsewhere in these Terms, subject to issuing a valid Tax Invoice, an additional amount on account of GST, such amount to be calculated by multiplying the consideration by the applicable rate of GST.

4.3       If any party is required to reimburse or indemnify the other party for a cost, expense or liability (“Cost”) incurred by the other party, the amount for that Cost for the purpose of these Terms is the amount of the Cost incurred less the amount of any credit or refund of GST to which the party incurring the Cost is entitled to claim in respect of the cost.

5.   ALPMA Obligations

ALPMA agrees to use reasonable endeavours to provide the partner with the Digital Advertising Media Entitlements relevant to the applicable Digital Advertising Media Level as set out in the Digital Advertising Media Kit.

6. Obligations of Applicant

The Applicant will, at the Applicant’s own cost:

6.1       perform its obligations under these Terms with due care and skill and in a diligent, professional, competent and timely manner;

6.2       ensure that it does not act in a position where the Applicant’s interests are in conflict with ALPMA’s interests; and

6.3       ensure that it does not do any act or thing which may injure, impair or reduce the goodwill or reputation of ALPMA. 

7.   Indemnity

7.1       The Applicant indemnifies ALPMA on a full and continuing indemnity basis from and against any and all Claims arising directly or indirectly in relation to any:

7.1.1      breach of these Terms;

7.1.2      breach of any Laws;

7.1.3      actual or alleged infringement of any Intellectual Property Rights; or

7.1.4      disclosure of any Confidential Information,

by the Applicant.

7.2       ALPMA is not responsible for any loss or damage to or arising from any Intellectual Property of the Applicant being used during the Term.

8.   Confidentiality

Except as otherwise expressly provided in these Terms:

8.1       the existence of these Terms and their terms are confidential to the parties;

8.2       all Confidential Information received by a party from another party must be kept confidential and may only be used by the receiving party for the purpose of performing its obligations under these Terms;

8.3       neither party may make any announcement to any person other than the officers and employees of the party concerning these Terms without the approval of the other party;

8.4       despite the proceeding provisions of this clause 8, a party may disclose Confidential Information:

8.5       to its professional advisor(s) for the purpose of obtaining advice; or

8.6       if required by Law, but unless prevented by Law, that party will notify the other party of the disclosure prior to such disclosure or if prior notice is not possible, then as soon as reasonably practicable after that disclosure.

9.   Termination

9.1       If the Applicant fails to pay the Advertising Fee in accordance with clause 4, ALPMA may immediately terminate these Terms.

9.2       If the Applicant is in breach of these Terms (other than a breach of its payment obligations pursuant to clause 4 ALPMA may provide a written notice to the Applicant specifying the breach and requiring the Applicant to remedy the breach within 14 days and, if the Applicant does not remedy the breach within 14 days after receiving such notice, ALPMA may provide written notice to the Applicant to immediately terminate these Terms.

9.3       ALPMA may immediately terminate these Terms, if the Applicant:

9.3.1      commits a serious or repetitious breach of its obligations under these Terms;

9.3.2      commits an act of dishonesty, fraud, wilful disobedience, misbehaviour or wilful neglect in the provision of its obligations under these Terms;

9.3.3      becomes Insolvent; or

9.3.4      engages in any activities or conduct (whether in the performance of its obligations under these Terms or otherwise) which ALPMA reasonably considers could damage the reputation or standing of ALPMA.

9.4       In the event that these Terms are terminated by ALPMA in accordance with this clause 9, ALPMA is entitled to retain and the Applicant forfeits the Advertising Fee or any portion of the Advertising Fee paid by the Applicant under these Terms as at the date of termination.

10. Events following termination

On expiry or termination of these Terms, the parties will:

10.1     immediately provide the other party with all hard copies of the Confidential Information, and all other items of the other party’s property, in the possession or control of the other party (and will, notwithstanding the provision of such items, continue to be bound by the confidentiality obligations of these Terms);

10.2     immediately provide to the other party all copies of the Confidential Information, and then erase and destroy all remaining soft copies of the Confidential Information in the control or possession of the other party (and will, notwithstanding the provision of such items, continue to be bound by the confidentiality obligations of these Terms);

10.3     take such action as reasonably directed by the Applicant for the protection and preservation of the Confidential Information, the Intellectual Property Rights of the parties; and

10.4     not do any act or thing which may injure, impair or reduce the goodwill or reputation of the other party.

10.5     The provisions of this clause 10 will survive the expiry or termination of these Terms. 


11. Relationship and Reputation

Each party must, at all times during the Term:

11.1     conduct itself and all activates associated with these Terms in such a manner so as to maintain or enhance the goodwill and good reputation of the other party;

11.2     not conduct itself or any activities associated with it in a manner that, in the other party’s reasonable opinion, may:

11.2.1    damage or harm the goodwill and good reputation of the other party;

11.2.2    offend the general public;

11.2.3    detract from the value or advantage that the other party seeks to obtain from these Terms;

11.2.4    ensure its employees and agents (as applicable) comply with the obligations in this clause 11; and

11.2.5    comply with all applicable Laws. 

12. Code of Conduct

The Applicant agrees to comply with the ALPMA Partner Code of Conduct as amended from time to time. 

13. Amendments

Any amendment to these Terms must be made in writing executed by the parties or duly authorised officers on behalf of the parties.

14. Severability

Every provision of these Terms will be deemed severable as far as possible from the other provisions of these Terms.  If any provision is found to be void, illegal or unenforceable for any reason, it will be deemed to be severed and omitted from these Terms.  These Terms, with the offending provision severed and omitted and with any consequential amendment if necessary, will otherwise remain in full force.

15. Governing law

These Terms are to be construed according to Victorian laws and the parties submit themselves to the non-exclusive jurisdiction of the Courts of Victoria and any competent appellate courts.

16. Assignment

16.1     ALPMA will be entitled to (but subject to the Applicant’s rights under these Terms) assign either absolutely or in part or by way of security its rights and obligations under these Terms.

16.2     The Applicant must not, except with ALPMA’s consent, assign its rights or obligations under these Terms. 

17. Relationship of parties

The parties agree that there is no partnership, joint venture or employment relationship between them and amongst other things, neither party may without the consent of the other, incur obligations or liabilities on behalf of the other nor represent to any person that it has authority to do so.