Crux Community Directory Limited (CCDL) t/a Fusion General Advertising Terms and Conditions

CCDL / Fusion (we, us, our) place material for publication on behalf of the customer (you) subject to these terms and conditions of advertising (Terms). These Terms apply to all advertising on our websites and other digital platforms (Digital Advertising) unless we have agreed other terms in writing with you.

Material for Publication

1. In accepting any material including electronic material or data for publication (Material), and in publishing the Material we are doing so in consideration of and relying on your express warranty, the

truth of which is essential that:
a) the Material does not contain anything:

- that is misleading or deceptive or likely to mislead or deceive or which otherwise breaches the Fair Trading Act 1986.
- that is defamatory or indecent or which otherwise offends against generally accepted community standards.

- that infringes a copyright or trademark or otherwise infringes any intellectual or industrial property rights.
- that breaches any right of privacy or confidentiality.
- that breaches any provision of any statute, regulation, by-law or other rule or law; and

b) the Material complies in every way with the Advertising Code of Practice issued by the Advertising Standards Authority Inc. (“ASA”) and with every other code or industry standing relating to advertising in New Zealand;

c) publication of the material will not give rise to any liability on our part or in a claim being made against us in New Zealand or elsewhere;

d) the Material does not include 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 the advertiser’s internal statistical purposes and solely in respect of the relevant advertising campaign. 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 these terms. We may immediately remove any advertisement without liability in the event of any breach. Any such termination will not affect your obligation to make payment.

2. You agree to indemnify us against any losses, liabilities, costs, claims or expenses whatsoever arising directly or indirectly from any breach of the warranties set out above and from any costs incurred in our making corrections or amendments in accordance with the terms that follow.

Deadlines

3. Instruction and Material Deadline: We must receive all creative materials and information from you in accordance with our advertising material guidelines set out below:

a) All Rich Media digital advertising is due no later than 5 working days prior to commencement of a campaign as set out in the insertion order.

b) All Standard digital advertising is due no later than 3 working days prior to commencement of a campaign as set out in the insertion order.

c) Any late delivery of creative material resulting in the delay of a campaign is your responsibility. For invoicing purposes, the campaign will be deemed to have begun on the original start date specified in the insertion order.

d) We reserve the right to charge an additional processing fee of $150+GST, where creative material is delivered after 3pm the day prior to campaign commencement specified in the insertion order for the relevant placement. Such charges are non-commission bearing and must be paid upon receipt of invoice in line with our payment terms and conditions.

e) For the avoidance of doubt in relation to Fusion advertising operation service times, support hours have been defined to be between the hours of 8.30am – 5pm Monday to Friday (excluding public

holidays).

f) Except where you provide the creative materials directly to us for us to upload and host for publication, you must provide, or ensure that an external advertising resource provides, all creative material from an HTTPS (secure browsing) server and/or domain which is using a commercial CA- signed certificate, and using current industry best-practice encryption algorithms and key sizes.

General Publication

4. We may refuse to publish or withdraw Material from publication without having to give reason.

5. We may publish the Material at a time different from originally booked or where applicable in the next available issue if there is an error or delay in publication of the advertising as booked.

6. All creative that forms part of the Materials are subject to reasonable approval by our editorial and advertising staff. We may require that Material is corrected or amended to conform to style, or for other genuine reasons.

7. By placing an advertisement for publication you grant us a perpetual, royalty free license to reproduce the advertisement in any print or electronic media we offer customers now or in the future and you also allow us to reproduce the advertisement on any other digital platform(s) we may have a relationship with.

8. The positioning or placing of any Material on our website is at our discretion except where specifically agreed in writing.

9. You must tell us as soon as possible if there is an error or omission in any material you have placed or placed by us on your behalf. CCDL reserves the right to charge additional amendment fees and

iii. If a cancellation is made giving 24 hours’ notice or less, you agree to pay 100% of the campaign cost; and

iv. If a cancellation is made on or after the campaign commencement date, you agree to pay 100% of the campaign cost.

12. The charge for advertising will be in New Zealand dollars and in accordance with the applicable rate card applying at the time for the publication, unless we agree otherwise in writing.

Rate Cards

13. Rate card adjustments will be published in our publications and on our websites. New rates will apply one month after the rate adjustment is published.

14. If you are not a New Zealand resident the cost of any advertising you place with us will be zero- rated for GST purposes. If you are a non-resident agent placing advertising on behalf of a New Zealand resident GST will be applied at the standard rate.

15. Payment is due on the 20th of the month following advertising unless we specify otherwise in writing. If payment is not made by the due date you will be liable for all costs of recovery, commissions and collection fees at market rates.

Liability

16. We exclude all implied conditions and warranties from these terms except to the extent that they cannot be excluded by law. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire or hold yourself out as acquiring goods or services for the purpose of a business.

17. We will not be liable for any loss including any loss of revenue or profit and any indirect or consequential loss arising from or in relation to any error or omission in publishing or failure to publish and if we are found to have any liability for any circumstance that liability is limited to the cost of the space of the advertisement.

18. You acknowledge that you have not relied on any representation made by or on behalf of Fusion in connection with the advertising.

19. If we are found to have any direct liability in any circumstance that liability is limited to the cost of the advertising space for the relevant material on Digital Advertising.

Creative Services

20. Where you utilise any aspect of our creative services in the design or production of an advertisement (including photographic or design work) you acknowledge that we own the copyright in such work and that such work is not work for which a commission payment has been made or agreed. You may not use any such advertisement in any other publication without our specific written consent.

General Terms

21. All DVD’s, Blu-ray disks and videos, and any other restricted publications advertised for sale must include its Classification as determined by the New Zealand classification office any may be advertised only in accordance with the conditions imposed by the Classification Office. We may require written evidence of New Zealand classification ratings and Classification Office conditions for each DVD, video or any publication.

22. We have the right at any time to provide advertising data (including but not limited to your total advertising rate card spend) for publication by Nielsen Media Research as part of our membership of the IAB of New Zealand and to monitor ad spend of New Zealand.

23. In addition to these Terms and Conditions you acknowledge that all advertising including the conditions of payment, delivery and changes to or cancellation of such advertising, will be in accordance with and subject to the conditions notified to you or generally published by Fusion from time to time.

24. We may at our sole discretion vary these Terms and Conditions at any time provided that: (a) such amended terms will not affect prior agreed advertising orders; and (b) if you do not agree with a variation then you may cease placing orders with us.

25. By signing up for an advertising account or placing an advertisement with us, you agree to provide us with an email address to be used for service notification and other information about your

advertising account. If you do not agree to provide us your email address, we may not be able to provide you with the products or services you requested, either to the same standard, or at all. In addition, from time to time, Fusion may send you marketing communications unless you have notified us you do not wish to receive these messages.

26. We may provide guidelines to be followed where you include an Internet addresses in advertising.

Effective: 1 November 2019