Standard terms and conditions
a) In these terms and conditions, unless the context otherwise requires: "Agency" means an accredited advertising agency that has been pre-approved by Trade Me and that books any Campaign; "Advertiser" means an advertiser that has been pre-approved by Trade Me and books any Campaign;
b) "Agreement" means these terms and conditions; "Campaign" means the Placements booked in the Insertion Order by the Client and includes the Creatives; "Campaign Start Date" means the date that the Campaign commences, as specified in the Insertion Order; "Client" means an Agency or Advertiser;
c) "Creative(s)" means the advertisements (and includes a URL) provided as electronic files by the Client to Trade Me to fill the Placements;
d) "Insertion Order" means a campaign booking form completed by the Client and received by Trade Me; "Fees" mean the price paid by the Client to Trade Me for the Campaign as set out in the Insertion Order; "Placement(s)" means the advertising space booked on Trade Me website by the Client as specified in the Insertion Order; "Rate Card" means the rate card and media kit found on the Trade Me website; at the time Trade Me receives the Insertion Order from the Client.
a) The Client shall provide the necessary Creatives for the Campaign to Trade Me in an acceptable form, at least three (3) working days before the Campaign Start Date, unless otherwise specified in the Insertion Order.
b) The Client may only provide a maximum of three (3) sets of Creatives per Placement.
c) All Creatives supplied by the Client must comply with the advertising specifications outlined in the Rate Card.
d) Trade Me does not guarantee acceptance of changes to the Campaign after the Campaign Start Date.
e) The Client agrees that the Creative does not contain any cookie, tracking tag or other tracking device unless we have provided our prior written consent to such inclusion. To the extent we consent to you collecting information relating to our users, ("User Information"), you may only use such information for your internal statistical purposes and solely in respect of the advertising campaign the subject of the Insertion Orders. For the avoidance of doubt, you must not disclose any User Information to any third party, and must not use any User Information in connection with any advertising campaigns on any third party properties or websites. If you are a representative of an Advertiser, this does not prevent you from disclosing the User Information in summary format only to the Advertiser, provided you procure that the Advertiser only uses such information in accordance with this paragraph e, and without limiting our rights or remedies, we may immediately remove any advertisement without liability in the event of any breach by you (or the Advertiser) of this paragraph. Any such termination will not affect your obligation to make payment.
3. Cancellation policy
a) The Client may only cancel the Campaign or Placements by giving written notice to Trade Me.
b) If the Client cancels the Campaign or Placements by giving at least 30 days notice before the Campaign Start Date then no penalty will apply.
c) If Client cancels the Campaign or Placements by giving between 14 and 29 days (inclusive) notice before the Campaign Start Date the Client must:
make good the funds committed to the original Campaign or Placements through a future advertising campaign with Trade Me. The future advertising campaign must be used within six (6) months of the date of cancellation of the Campaign or Placements. Trade Me will invoice the Client at the time of the original Campaign;
or ii. pay Trade Me 50% of the total Fees for the Campaign.
d) If the Client cancels the Campaign or Placements by giving less than 14 days written notice before the Campaign Start Date, the Client shall pay Trade Me 75% of the total Fees for the Campaign.
e) If the Client cancels the Campaign or Placements on or after the Campaign Start Date, the Client shall pay Trade Me 100% of the total Fees for the Campaign.
f) Trade Me may cancel this Agreement by giving notice to the Client at any time. Trade Me reserves the right to reject any Campaign or any part of a Campaign at any time.
4. Late creative policy
a) The Client shall pay Trade Me a $500 loading fee (excluding GST) ("Loading Fee") for Creatives that are received by Trade Me less than three (3) working days before the Campaign Start Date. Trade Me will also charge the Client the Loading Fee for any changes to Creatives that are requested by the Client less than three (3) working days prior to the Campaign Start Date or during the Campaign.
b) Where the Loading Fee is charged by Trade Me, Trade Me will endeavour to load the Creative as soon as practicable after receipt of the Creative by Trade Me.
c) For the avoidance of doubt, the Loading Fee is not commission bearing.
5. Prices and payment
a) Fees do not include production charges or tracking of impressions by a third party unless otherwise agreed between the Client and Trade Me in writing. Fees are Agency commission bearing and exclude GST. Trade Me reserves the right to amend the Rate Card at any time it sees fit.
b) The Campaign will be deemed for invoicing purposes to have begun on the Campaign Start Date specified in the booking.
c) Trade Me will invoice the Client monthly and payment is due and payable on the 20th of the month following the invoice date. If the Client wishes to dispute an invoice, the Client must do so, in writing, within 10 working days of the invoice date. Trade Me will consider any issues raised and act in good faith to reach a resolution with the Client. The Client will pay any undisputed amount on the due date for payment.
d) If payment is not received by the due date, or the Client is otherwise in debt to Trade Me under this agreement or any other, Trade Me may take action that it considers appropriate. For example, Trade Me may: (i) suspend or terminate the Client’s access to Trade Me services, including (but not limited to) any Campaigns or Placements; (ii) charge interest on outstanding amounts not paid by the due date at a rate that is 2 percentage points greater than Trade Me’s bank's unarranged overdraft interest rate, starting from the due date of the unpaid invoice; (iii) set-off any amount the Client owes Trade Me against any amount that may be due from Trade Me to the Client (under any agreement); or (iv) pass the Client’s account onto a debt collection agency. The Client agrees that any costs incurred in the collection process, including legal fees, can be on-charged to the Clients account.
6. Assignment & resale of ad space
a) Subject to clause 6b) below, the Client shall not assign or transfer any of its rights or obligations under this Agreement.
b) The Agency may only resell the Campaign to the advertiser named in the Insertion Order.
a) Where the Client books a share of voice banner, the Client acknowledges that other banners will run in rotation in the same advertising space.
b) The Client agrees that this Agreement provides no exclusivity to the Client (unless otherwise agreed in writing between the Client and Trade Me) and accepts that other parties, including the Client's competitors, may advertise in rotation, on the same webpage as the Client or elsewhere on the Trade Me websites.
8. Client representations
a) The Client will conduct Campaigns in accordance with New Zealand industry standards, including, but not limited to, standards provided by the New Zealand Interactive Advertising Bureau.the Advertising Codes of Practice issued by the Advertising Standards Authority ("ASA").
b) The Creatives shall not contain, or contain URL's that link to, content that is, in Trade Me's opinion, offensive, predatory, misleading, inaccurate, inappropriate or illegal.
c) The Client must tell Trade Me as soon as possible if there is an error or omission in any Creative the Client has placed.
d) The Creatives shall not refer to Trade Me in any way whatsoever, whether implicitly or explicitly, unless agreed to in writing by Trade Me.
e) The Client warrants that it has the right to advertise on behalf of any third parties mentioned in the Campaign or the Insertion Order.
f) Trade Me has no responsibility to review the Client's Creative or any website to which the Client's Creative links.
9. Limitation of liability & indemnity
a) Trade Me's advertising spaces are provided on an "as is "and "as available" basis. Trade Me shall not be liable for any advertiser's content that appears on Trade Me, nor the content of any Creative, web site or web page.
b) Trade Me shall have no liability for any failure or delay resulting from events beyond Trade Me's control.
c) Trade Me will use its reasonable endeavours to ensure the availability of the Trade Me website and the services provided under this agreement, subject to any downtime required for maintenance. Trade Me is not responsible for any system unavailability, or for any loss that is incurred as a result of website or services being unavailable. Trade Me assumes no responsibility for the corruption of any data or information held by Trade Me.
d) In the event that Trade Me fails to display a Creative in accordance with the Insertion Order (or in the event of any other failure, technical or otherwise), Trade Me's liability to the Client shall be limited to either a refund of the Fees paid for the Creative or the portion of the Creative that failed to run, or placement of the Creative at a later time. Trade Me shall not be liable in any way whatsoever for any failure to display a Creative in accordance with the Insertion Order where the Client has failed to comply with clause 2a), 2b) or 2c).
e) In no event shall Trade Me be liable for any consequential or special loss, loss of profits, or other damages arising from any failure to timely run the advertising in accordance with the Insertion Order.
f) The Client agrees to indemnify Trade Me against all losses or costs arising directly or indirectly from publication of the material and any negligent or unlawful act or omission of the Client in connection with the advertising.
a) This Agreement constitutes the entire agreement between the Client and Trade Me unless superseded by any other written agreement between the Client and Trade Me.
b) Trade Me reserves the right to amend this agreement at any time. This Agreement may not be amended or varied by a Client unless agreed to in writing by Trade Me.
c) Trade Me excludes all implied conditions and warranties from these terms except to the extent that they cannot be excluded at law.
d) The Client acknowledges that the services being provided by Trade Me under this Agreement is not a service of a kind ordinarily acquired for personal, domestic or household use or consumption. In purchasing the service for the purposes of a business, the Client acknowledges that it is not entitled to claim any of the remedies provided under the Consumer Guarantees Act 1993 and that the provisions of that Act do not apply to it.
e) Trade Me has the right at any time to provide Nielsen Online with advertising data on an aggregate basis.
f) Campaign advertising impression will be counted and recognised by Doubleclick for Publishers, a third party ad serving engine.
g) The Client agrees that Trade Me may conduct a credit check on Client’s organisation, and may collect and hold information about the Client, which may be passed on to a credit reporting agency for the purpose of conducting a credit check.