Terms and Conditions

Elcoat Media Advertising Terms

1. Introduction

1.1. Elcoat Media Limited (“Elcoat Media”) provides advertising Services subject to the following terms (“Terms”).
1.2. Elcoat Media reserves the right to review these Terms at any time and from time to time. If following a review of the Terms there is to be any amendment to the Terms, that amendment will take effect from the date the amended Terms are published on Elcoat Media’s Website. It is the Client’s responsibility to check the Terms regularly for any amendments. If the Client continues to use the Services after amendment of the Terms, the Client is deemed to have accepted the amended Terms
1.3. The Terms prevail over any inconsistency between the Terms and any verbal or written quotation or a Booking.
1.4. Any instructions received by Elcoat Media to provide Services or a Booking shall constitute acceptance of these Terms.

2. Quotations

2.1. Any quotation (written or verbal) for provision of Services, whether in the form of media kit or otherwise, does not constitute a contractual offer.
2.2. All quotations are valid for 30 days from issue but may be varied or withdrawn by Elcoat Media at any time.

3. Bookings

3.1. Elcoat Media will issue an Order Confirmation to the Client making a Booking.
3.2. If Elcoat Media fails to issue an Order Confirmation to the Client relating to a Booking but provides the Services relating to a Booking, Elcoat Media is entitled to payment in full for the Booking.
3.3. Subject to clause 3.4 below, a Booking can be cancelled by the Client without penalty by contacting the Advertising Manager prior to the Cancellation Deadline date, being four weeks prior to the Media Live Date.
3.4. If a Booking provides a discount from the media Rate Card amount on a Campaign (“discounted Booking”), cancellation of the discounted Booking by the Client (following the notice requirements in clause 3.3 of the Terms) will incur a penalty payable by the Client of an amount equal to the discount achieved on the cancelled discounted Booking on the total Campaign Rate Card amount to the date of cancellation (“penalty amount”). On cancellation by the Client, Elcoat Media will issue an invoice to the Client for the penalty amount, which is payable immediately on receipt of the invoice, or as otherwise specified by Elcoat Media.
3.5. Payment in full is due for Bookings cancelled by the Client after the Cancellation Deadline date.

4. Advertising Material Supply and Creative Services

4.1. The Client is solely responsible for and warrants to Elcoat Media that the Advertising Material complies with all applicable laws and regulations, and codes of conduct, notwithstanding any services provided by Elcoat Media.
4.2. All text, image, and logo material required to create the Advertising Material, including any instructions and/or specifications for use of any text, image and/or logo in the Advertising Material must be supplied to Elcoat Media by the Client within the timeframes specified by Elcoat Media.
4.3. If Advertising Material is not supplied to Elcoat Media within specified timeframes Elcoat Media may utilise Advertising Material previously supplied by the Client or cancel the Booking, and in either case payment will be due in full for the Booking.
4.4. If sufficient instructions and/or specifications for use of any text, image and/or logo material forming part of the Advertising Material are not supplied to Elcoat Media within specified time frames, Elcoat Media may at its discretion use any text, image and/or logo supplied by the Client in the Advertising Material as it sees fits.
4.5. The Client must provide written confirmation of acceptance of the Advertising Material to Elcoat Media prior to the Material Deadline date.
4.6. If the Client does not provide written confirmation within the specified timeframe the Client will be deemed to have accepted the Advertising Material in all respects and Elcoat Media will not be liable to the Client for any defect or matter arising out of or in connection with the Advertising Material used in the Publication.
4.7. The Client must advise Elcoat Media of any errors or defects in the Advertising Material prior to Material Deadline.
4.8. Elcoat Media reserves the right to identify Advertising Material that resembles editorial content as ‘sponsored’, ‘advertisement’, ‘advertorial’, or similar.
4.9. All copyright and other intellectual property rights in all designs and Advertising Material supplied by Elcoat Media remains the exclusive property of Elcoat Media and/or Elcoat Media’s contractors or licensors (as the case may be) and may not be used in any other medium or published by any other party (including the Client) without prior written approval of Elcoat Media.

5. Rates and Payment

5.1. The rate applicable for any Booking is the rate specified in the Order Confirmation, or in the absence of Order Confirmation, the rate specified in the applicable Rate Card for the Publication.
5.2. Booking will be invoiced at the applicable rate with payment due by the 20th of month following the date of the invoice, or as specified by Elcoat Media.
5.3. Production costs are payable by the Client immediately on receipt of an invoice at Elcoat Media’s standard Rate Card where these costs are incurred by Elcoat Media on behalf of the Client.
5.4. All rates and costs are exclusive of GST.
5.5. Interest may be charged at a rate of 2% per annum above Elcoat Media’s reference bank rate on any moneys not paid by the Client on the due date for payment, calculated on a daily basis until the date payment is received in full and cleared funds.
5.6. The Client is not entitled to withhold payment nor make any set-off or deduction of any kind without the prior written consent of Elcoat Media.
5.7. Elcoat Media reserves the right to suspend all Services until all moneys owing are paid in full, and Elcoat Media may provide details of any overdue accounts to a debit collection agency, who may charge a collection fee which shall be charged to the Client and recoverable as a debt due. Additionally, Elcoat Media may cancel any Booking by the Client. At all times Elcoat Media is entitled to receive from the Client the value of Services (as invoiced) as a liquidated sum.
5.8. The Client is liable and hereby indemnifies Elcoat Media in respect to all costs and expenses (including solicitor/client costs) incurred by Elcoat Media in the recovery or attempted recovery of outstanding moneys owned by the Client to Elcoat Media and the enforcement of these Terms.
5.9. Should a dispute arise between the Client and Elcoat Media, the Client waives the right to withhold any payments that are due. The Client must and shall make payment on time regardless of any pending actions or decisions.

6. Credit

6.1. Elcoat Media may at its discretion cancel or alter credit terms, and the Client agrees to pay on demand all sums owing if credit terms are cancelled.
6.2. The Client agrees that each Booking by the Client is deemed to include a representation that the Client is solvent and able to pay its debts when due.

7. Conditions Relating to Advertising Services

7.1. Elcoat Media may, at its discretion, refuse to accept Advertising Material and cancel or reschedule any Booking, provided that right is not unreasonably exercised.
7.2. A Booking cannot be resold or sublicensed by the Client or used for any Advertising Material other than that specified in the Order Confirmation.
7.3. Elcoat Media makes no warranties in relation to positioning or proximity of Advertising Material in a Publication relating to competing products or services.

8. Warranties

8.1. The Client warrants to Elcoat Media that all Advertising Material complies with all relevant laws and statutes, and any standards applicable to publication of the Advertising Material, and that Advertising Material:

8.1.1. does not infringe on copyright, trademark, confidentiality or other legal rights of any person or entity;
8.1.2. is not false or misleading and is true in substance and in fact;
8.1.3. without limiting the above, does not infringe the Fair Trading Act 1986, any Advertising Standards Authority Code, or any other laws, regulations and codes operating in New Zealand;
8.1.4. does not contain anything which may give rise to any cause of action by a third party against Elcoat Media, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person.

9. Indemnities

9.1. The Client indemnifies Elcoat Media against any prosecution, enforcement action, claim, loss, damages, and any other liabilities suffered or incurred as a result of any Advertising Material supplied by the Client to Elcoat Media including but not limited to any breach by the Client of these Terms arising from or in connection with the publication, or cancellation, or failure to publish the Client’s Advertising Material.

10. Liability

10.1. Elcoat Media is not liable under these Terms or otherwise in law for any indirect or consequential loss or damage suffered by Client (or any other person or entity) in connection with the Services provided to the Client by Elcoat Media or any breach of these Terms by Elcoat Media.
10.2. To the extent permitted by law, if Elcoat Media, its agents, directors, officers, staff or contractors are found to be liable to the Client in any circumstances then the maximum combined amount Elcoat Media and such persons shall be liable for to the Client is limited to the supply of the Services (or part thereof) or the payment for the cost of having the Services (or part thereof) supplied again.
10.3. Elcoat Media is not liable to the Client for any failure to perform the Services due to any act of God, revolution, breakdown of plant, industrial dispute, government or legal restraint, or any event not within the reasonable control of Elcoat Media.
10.4. Where the supply of the Services by Elcoat Media is for business purposes, the provisions of the Consumer Guarantees Act 1993 shall not apply and Elcoat Media gives no warranty that the Services are suitable for that purposes for which the Client proposes to use them. All terms, conditions and warranties (whether expressed or implied) whether by Elcoat Media and/or its agent, employees, statute or otherwise (other than those mandatory warranties in the Fair Trading Act 1986 and the Contracts and Commercial Law Act 2017) are expressly excluded.

11. Authority, Consent and Privacy Act 1993

11.1. The Client authorises and gives consent to Elcoat Media to collect, retain and use any information about the Client, for the purposes of assessing the Client’s creditworthiness, notifying other credit providers of a default by the Client, disclosing to a third party details of the Client’s credit and any subsequent dealings it may have with Elcoat Media for the purpose of recovering moneys payable the Client and providing credit references, obtaining a credit report from a credit reporting agency, or marketing any 11.2. Services provided by Elcoat Media to itself or any other party.
11.3. The Client authorise Elcoat Media to disclose any information obtained to any person for the purposes set out in clause 11.1 of these Terms.
11.4. Where the Client is a natural person the Client authorities under clauses 11.1 and 11.2 of these Terms are authorities or consents for the purposes of the Privacy Act 1993.

12. General

12.1. These Terms between Elcoat Media and the Client are governed by the laws of New Zealand and Elcoat Media takes no responsibility for any changes in the law which affect the Services. Any legal action shall be taken in the court district closest to Elcoat Media’s registered office.
12.2. The Terms are binding for Elcoat Media and the Client and their respective successors.
12.3. Any invalidity or unenforceability of any provision of these Terms does not affect the validity or enforceability of the remaining provisions.
12.4. The Client may not assign their rights under these Terms to any other person.

13. Definitions

13.1. In these Terms unless the context otherwise requires:
“Advertising Material” means advertising material and any promotional or other material:

a) provided to Elcoat Media by or on behalf of the Client; or
b) created by Elcoat Media while providing Services to the Client.

“Booking” means a written or verbal order from the Client to Elcoat Media requesting the provision of Services.
“Campaign” means a series of related Bookings over a defined period, to which a volume discount may apply.
“Cancellation Deadline” means the cancellation date applicable to a Publication as specified by Elcoat Media from time to time.
“Client” means:

a) any person who places a Booking or to whom Elcoat Media supplies Services; or
b) if an agency places a Booking for Services on behalf of that agency’s client, that agency.

“Material Deadline” means the date required for lodgment of Advertising Material with Elcoat Media as specified by Elcoat Media from time to time.
“Media Live Date” means the publication date applicable to Advertising Material as specified by Elcoat Media from time to time.
“Order Confirmation” means a notice from Elcoat Media to the Client confirming the details of a Booking and acceptance of the Booking subject to these Terms.
“Publication” means a publication with which Elcoat Media is associated.
“Rate Card” means Elcoat Media’s published rate for Services that are provided in a Publication.
“Services” means the provision to the Client by or on behalf of Elcoat Media of advertising opportunities, including advertorials and similar content, in a Publication.
“Website” means www.fq.co.nz.