Advertising Terms and Conditions
These terms and conditions ('Terms') apply to all advertising services provided to any person, company or other legal entity ('Customer') by Seniors Housing Online Pty Ltd trading as Downsizing.com.au (‘Seniors Housing Online’.) The terms "Advertising", "Advertiser" and "Customer" below includes a reference to any display advertising, promotions and any paid or free listings posted on Senior Flatmates, Downsizing.com.au and related websites, as well as to any cross promotions, partnerships, trials or other transactions or promotions from time to time where there may be no direct monetary payment involved (notwithstanding the reference to a binding contract in clause 2.1). "Advertising Services" includes the publication of any promotional material on any website, blog, email newsletter, social media or other digital or non-digital communications managed directly by Seniors Housing Online Pty Ltd, trading as Downsizing.com.au.
1. Publication of Advertising
1.1 - Subject to these Terms, Seniors Housing Online Pty Ltd will use its reasonable endeavours to publish advertising submitted by Customers ('Advertising') in the format submitted by the Customer and in accordance with the placement instructions of the Customer, provided that it meets the advertising specifications required by Seniors Housing Online Pty Ltd.
1.2 - Notwithstanding 1.1 above, Seniors Housing Online Pty Ltd reserves the right to vary the placement under clause 3.1 if or as necessary, and will make all endeavours to offer reasonable alternatives with equivalent value exposure, and reserves the right to withdraw the advertising in accordance with clause 2.3 below.
2. Right to Refuse or Withdraw Advertising
2.1 - Neither these Terms nor any written or verbal quotation by Seniors Housing Online Pty Ltd represent an offer to publish Advertising. A binding contract in relation to a request for Advertising will only be formed between Seniors Housing Online Pty Ltd and a Customer when Seniors Housing Online Pty Ltd accepts Advertising in writing or generates a GST- compliant invoice for that Advertising.
2.2 - Notwithstanding 2.1 above, these terms and conditions still apply to free listings or other transactions or agreements involving the publication of promotional material on behalf of third parties without monetary consideration, as set out in clause 5.2 below. This is still within the definition of the terms "Advertising", "Advertisers" and "Customers" covered by these terms and conditions.
2.3 - Whether or not a contract has been formed in accordance with clause 2.1, Seniors Housing Online Pty Ltd reserves the right to refuse or withdraw from publication any Advertising at any time without giving reasons (even if the Advertising has previously been published by Seniors Housing Online Pty Ltd).
2.4 - Specifically, in relation to the publication of any listings activated or approved by the customer, Seniors Housing Online Pty Ltd reserves the right to refuse, deactivate or remove any listings at its discretion, at any time, without advance notice. In this regard, customers are expected to observe:
2.4.1 - reasonable use practices, which may be determined in consultation with a Seniors Housing Online Pty Ltd account manager if necessary; and
2.4.2 - any legal requirements relevant to the management of their listing accounts, (including but not limited to spam laws and false advertising) noting the warranty provided under Clause 4.1 below.
3. Right to Vary Format and Placement
3.1 - Seniors Housing Online Pty Ltd reserves the right to vary the format or placement of Advertising within the relevant websites and/or other digital communications in accordance with clause 1.2 above.
3.2 - Any display advertising and property feature spots may rotate in shared space at the discretion of Seniors Housing Online Pty Ltd unless the Customer has specifically purchased a designated "exclusive sponsorship" position as confirmed in the booking form and invoice. In the case of "exclusive sponsorship" positions, Seniors Housing Online Pty Ltd will make every reasonable endeavour to accommodate the booking but reserves the right to vary the placement or withdraw the advertising in accordance with clauses 1.2, 2.3 and 3.1 above.
3.3 - Seniors Housing Online Pty Ltd will not be liable for any costs, expenses, losses or damages suffered or incurred by a Customer arising from a failure by Seniors Housing Online Pty Ltd to publish Advertising in accordance with a Customer's request.
4. Submission of Advertising
4.1 - By submitting Advertising for publication, the Customer warrants to Seniors Housing Online Pty Ltd that the Advertising does not breach or infringe:
a. the Trade Practices Act (Cth), Fair Trading Acts (State) and equivalent legislation;
b. State and Commonwealth anti-discrimination legislation;
c. any copyright, trade mark or obligation of confidentiality;
d. any law of defamation or obscenity;
e. any law of contempt of any court, tribunal or royal commission;
f. the Privacy Act (Cth); and
g. any other law (including but not limited to any common law, statute, delegated legislation, rule and ordinance of the Commonwealth or any State or Territory).
4.2 - Seniors Housing Online Pty Ltd will not be responsible for any loss or damage to Advertising material submitted by a Customer (even if caused by Seniors Housing Online Pty Ltd's negligence).
5. Website Advertising
5.1 - All website Advertising must comply with advertising specifications issued by Seniors Housing Online Pty Ltd, available on request.
5.2 - Acceptance and publication of any Advertising by Seniors Housing Online Pty Ltd is subject to acceptance of these terms and conditions (nothwithstanding the absence of a monetary transaction or a formal legally binding contract in the case of the publication of free listings or other promotional material) and may be subject to policies and conditions imposed by Seniors Housing Online Pty Ltd from time to time at its discretion.
5.2 (a) This includes but is not limited to the general requirement that Customers advertising retirement property and aged care or other related services must first have an active listing account on a Seniors Housing Online Pty Ltd managed website before being eligible to book a separate feature ad spot or similar supplementary advertisement or other promotional or marketing activity with Seniors Housing Online Pty Ltd. Where applicable, the relevant listing account must remain active for the term of any contingent supplementary advertising booking, noting Clause 9.3 below.
5.2 (b) Free Senior Flatmates listings are available only to private individuals renting out a room in their home, or to private individuals seeking personal flatshare or house share arrangements with other private individuals. Commercial advertisers or operators are not eligible for free listings, and any such unauthorised listings will not be approved, and will be deleted.
5.2 (c) Notwithstanding Clause 5.2 (a) above, for the purpose of clarification, Seniors Housing Online Pty Ltd reserves the right to accept and publish Advertising by any other Customers at its discretion and subject to these Advertising Terms and Conditions.
5.2 (d) Specific advertising positions will carry various specifications and conditions. In particular, the Homepage Hero Buyout product will require exercise of management discretion and approval by Downsizing.com.au to ensure the joint branding of the homepage is published in an acceptable format.
5.3 - Subject to clause 10, Seniors Housing Online Pty Ltd is not liable for any loss, damages or liabilities arising from a failure of the World Wide Web or any telecommunications structure.
5.4 - The Customer acknowledges that Seniors Housing Online Pty Ltd may at its discretion:
a. display the customer’s advertisement in feature ad spots on the websites, or in email newsletters, email alerts, e-brochures, social media networks, related and/or third party websites, blogs, mobile apps, and in various other types of marketing and communications activity (digital and otherwise) promoting Seniors Housing Online Pty Ltd and the website content;
b. include additional features or inclusions such as third party advertisements within website advertising.
5.5 - If the customer wishes to extend the term of a display advertisement booking in a specific spot, Seniors Housing Online Pty Ltd must receive at least 30 days notice prior to the expiry date in order to secure the ongoing occupation of that ad spot. Without this advance notice from the advertiser, in the 30 days prior to the expiry date, Seniors Housing Online Pty Ltd is free to offer the spot to other advertisers.
5.6 - If the advertiser agrees to purchase advertising space or products but then fails to activate (or complete) the booking within 12 months, Seniors Housing Online Pty Ltd reserves the right to cancel the booking and at management discretion may consider offering credit to the advertiser for the value of the unused advertising. No refund is payable if the advertising is not fully utilised within 12 months, in accordance with clause 9.5 below.
6.1 - The Customer must promptly review the ‘live’ advertisement or proofs of advertising (as applicable) and notify Seniors Housing Online Pty Ltd of any errors, where Seniors Housing Online Pty Ltd has uploaded advertising material.
6.2 (1) - The Customer accepts full responsibility for uploading, updating and maintaining their listings and other account information to ensure current and accurate information is displayed and published at all times on the Downsizing.com.au website, other websites managed by Seniors Housing Online Pty Ltd and in email newsletters, email alerts, e-brochures, social media networks, related and/or third party websites, blogs, mobile apps, and in various other types of marketing and communications activity (digital and otherwise) promoting Seniors Housing Online Pty Ltd and website content.
6.2 (2) - The Customer accepts full responsibility for content accuracy [see para 6.2 (1) above] even if information is supplied or uploaded by any third parties who may update their account, listings or advertisements on their behalf, including any assistance with this function which may be provided by Seniors Housing Online Pty Ltd staff from time to time.
6.3 - If a listing is nominated as the subject for a feature ad but it expires or is removed or amended and affects the display of the feature ad, then it is the Customer's responsibility to notify Seniors Housing Online Pty Ltd and nominate an alternative listing if applicable.
6.4 - Any Customer request for credit, re-publication or any other remedy in respect of Advertising, must be sent in writing to Seniors Housing Online Pty Ltd no later than 30 days after the date of publication of the Advertising.
6.5 - Seniors Housing Online Pty Ltd will only investigate complaints during normal office hours (9am to 5pm, Monday to Friday excluding public holidays).
7. Advertising Rates and Taxes
7.1 - Advertising rates may be varied at any time by Seniors Housing Online Pty Ltd without prior notice.
7.2 - Unless specified as inclusive, rates are exclusive of taxes, duties or GST (‘taxes’).
7.3 - Unless designated as "exclusive sponsorship" rates for display advertising or property feature spots, rates apply to positions which may rotate with other advertisers at the discretion of Seniors Housing Online Pty Ltd.
7.4 - Seniors Housing Online Pty Ltd will provide Customers with a tax invoice in a compliant form for GST purposes.
8. Payment terms
8.1 - The Customer must pay for Advertising:
a. by pre-payment;
b. if on account, within 7 days after the date of the invoice; or
c. if agreed to by SHO, at its discretion, by quarterly or monthly payments in advance, by midnight on the due date;
Unless as otherwise agreed to at the request of the customer at the time of the original advertising booking.
8.2 - If payment is not received in accordance with the agreed payment terms, Seniors Housing Online Pty Ltd reserves the right at its discretion to immediately temporarily suspend the customer's advertising until all overdue payments are received in full.
8.3 - Once full payment is received after a period of suspension, Seniors Housing Online Pty Ltd will usually extend the expiry date, or if this is not available, endeavour to offer other reasonable arrangements or credit to ensure the customer receives the full benefit of the advertising term.
8.4 - If a payment remains overdue for more than 30 days Seniors Housing Online Pty Ltd reserves the right at its discretion to permanently cease the customer's advertising after a period of temporary suspension and reasonable efforts to obtain payment.
8.5 - Any such action in relation to overdue payments is at the discretion of Seniors Housing Online Pty Ltd and subject to these terms, particularly noting but not limited to clause 2.2 above.
8.6 - Where an advertiser decides to terminate a month-to-month subscription, the account will remain active until the expiry of the month already paid for ("the expiry date"). The advertiser may choose to deactivate their listing/s or other advertising activity before the expiry date but is not entitled to a refund or credit, in accordance with the refund policy below in clause 9.
9.1 - The Customer is not entitled to a refund or credit because a property or service is sold, rented, withdrawn or no longer available for any other reason prior to the expiry date of the advertising term.
9.2 - The Customer is not entitled to a refund or credit if an advertisement for a property, products or services is withdrawn by the Customer prior to the expiry date of the advertising term.
9.3 - The Customer is not entitled to any refund or credit if their multi-listing account or single listing account expires prior to the expiry date of a separate feature ad spot or other advertisement booked by the Customer, and the two are contingent, in accordance with Clauses 5.2 and 6.3 above.
9.4 - Seniors Housing Online Pty Ltd may at its discretion consider a partial refund or credit in extenuating circumstances upon request, but reserves the right to refuse any refund or credit (whether partial or in full) where an advertisement is withdrawn by the Customer or upon the Customer’s direction.
9.5 - Any advertising purchased by the Customer must be used up completely within 12 months of booking, unless otherwise agreed to by Seniors Housing Online Pty Ltd. Any remaining booking paid for at the expiry of 12 months will not be refunded, and may be honoured as a credit at the discretion of Seniors Housing Online Pty Ltd.
10.1 - The Customer acknowledges that it has not relied on any advice given or representation made by or on behalf of Seniors Housing Online Pty Ltd in connection with the Advertising.
10.2 - Seniors Housing Online Pty Ltd excludes all implied conditions and warranties from these Terms, except any condition or warranty (such as conditions and warranties implied by the Trade Practices Act and equivalent State acts) which cannot by law be excluded ('Non-excludable Condition').
10.3 - Seniors Housing Online Pty Ltd limits its liability:
a. for breach of any Non-Excludable Condition (to the extent that liability for such breach can by law be limited); and
b. for any other error or omission in published Advertising caused by Seniors Housing Online Pty Ltd, to (at Senior Housing Online Pty Ltd's option) re-supply of the Advertising services affected by the breach, or payment of the cost of re-supply.
10.4 - Subject to clauses 10.2 and 10.3, Seniors Housing Online Pty Ltd excludes all other liability to the Customer for any costs, expenses, losses and damages suffered or incurred by the Customer in connection with these Terms and any Advertising published by Seniors Housing Online Pty Ltd, whether that liability arises in contract, tort (including by Seniors Housing Online Pty Ltd's negligence) or under statute. Without limitation, Seniors Housing Online Pty Ltd will in no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
10.5 - The Customer indemnifies Seniors Housing Online Pty Ltd and its officers, employees, contractors and agents (the 'Indemnified') against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising from the Customer's breach of these Terms or any negligent or unlawful or other act or omission of the Customer in connection with the Advertising.
10.6 - The Customer accepts complete responsibility and all liability for the content of the advertisement, including the accuracy of the information provided and asserts the legitimate authority to use the information (including photographs, images and logos) for advertising purposes. The Customer warrants that the information provided is true, accurate and legitimate, and indemnifies Seniors Housing Online Pty Ltd against any claims by third parties in connection with the Advertising.
10.7 - The Customer acknowledges that Seniors Housing Online Pty Ltd accepts advertising material in good faith in the honest belief that it is true and accurate in the absence of any notification to the contrary. It is not practicable to investigate or test the accuracy and veracity of material submitted for advertising purposes, nor is it incumbent on Seniors Housing Online Pty Ltd to do so, but Seniors Housing Online Pty Ltd reserves the right to remove an advertisement without notice in response to a complaint or allegation, in accordance with clause 2.2 above.
10.8 - Without limitation, Seniors Housing Online Pty Ltd will in no circumstances be liable for any unauthorized use or reproduction of the advertisement or aspects of the advertisement (including images) by third parties.
11.1 - Seniors Housing Online Pty Ltd collects a Customer's personal information to provide the Advertising services to the Customer and for invoicing purposes. Seniors Housing Online Pty Ltd may disclose this personal information to credit reporting agencies and other third parties as part of provision of the Advertising. Where a Customer has an overdue account, Seniors Housing Online Pty Ltd may disclose personal information to debt collection agencies to recover the amount due.
12.1 - These Terms represent the entire agreement of the Customer and Seniors Housing Online Pty Ltd in relation to Advertising and cannot be varied except in writing by an authorised officer of Seniors Housing Online Pty Ltd. No purchase order or other document issued by the Customer will vary these Terms.
12.2 - Seniors Housing Online Pty Ltd will not be liable for any delay or failure to publish, amend or remove Advertising caused by a factor outside the reasonable control of Seniors Housing Online Pty Ltd (including but not limited to any Act of God, war, breakdown of equipment, disruption or failure of internet services, industrial dispute, electricity or telecommunications failure, governmental or legal restraint, lack of direct control over third party managed websites, search engines or social media sites and other digital tools and publications).
12.3 - These Terms are governed by the laws of the state of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
12.4 - Seniors Housing Online Pty Ltd ABN 42 104 892 524 can be contacted by email [email protected]; phone 1300 127 189; mail to Level 14, 5 Martin Place, Sydney 2000.