Advertising Terms & Conditions
These Retailer Advertising Terms and Conditions (Advertising T&Cs) will apply to you if you are seeking to advertise your business on a website (Site) provided by Green Friday Pty Ltd ACN 651 461 666 (Green Friday).
In these T&Cs, “we” “us” and “our” refers to Green Friday.
1.1 Green Friday owns, runs and carries on the business of providing an online sustainable events platform, being the Site, which runs various environmentally friendly Events (including the Green Friday 2022 Event) throughout the year. The Site enables retailers, service providers and sponsors to advertise their businesses (including their products and services) to potential customers (Advertising Services).
1.2 You are either a:
(a) retailer or service provider and wish to connect to customers using the Advertising Services and the Site; or
(b) sponsor and wish to:
(i) support Green Friday, the Green Friday 2022 Event and/or the Site generally; and
(ii) connect to customers using the Advertising Services and the Site.
1.3 By using the Advertising Services through our Site, you acknowledge and agree that you have had sufficient a chance to read and understand these Advertising T&Cs and you agree to be bound by them. If you do not agree to them, please do not use the Advertising Services or the Site.
1.4 We may charge you fees for the Advertising Services from time to time.
2. Contractual relationship
2.1 Terms governing this agreement
We will provide the Advertising Services to you in accordance with these Advertising T&Cs.
2.2 Previous agreements
This agreement replaces all previous agreements (whether verbal, written, or otherwise) between the parties relating to the Advertising Services.
2.3 Independent contractor
You are an independent contractor, and you are not an employee or general agent of ours. You are solely responsible for any payment of income tax, superannuation, payroll tax and any other administrative or operational function in relation to running your business or your relationship with us.
3. Operative provisions
3.1 Subject to your compliance with these Advertising T&Cs, we will publish advertisements for your business on our Site in relation to various Events and may charge you fees from time to time. This will generally include publishing links to your website, which customers accessing our Site may access by clicking on the relevant advertisement.
3.2 Green Friday is the provider of the Site only. You acknowledge that we do not own, create, offer, use, provide, control, manage, offer, deliver, or supply any goods for purchase. You are responsible for goods that are available for sale on your website, and the information provided in the advertisement about your business on our Site.
3.3 By publishing advertisements for your business, we are simply acting as a mere referrer and accordingly, we have not investigated or verified your website, which will be linked to or from this Site. You acknowledge that:
(a) any sales arrangement between you and a customer that has been referred by us to your website will be governed by your own general terms and conditions that you have provided to the customer (at the time of the sale);
(b) you will be liable for any claims that arise out of a customer’s access of your website or purchase of your goods; and
(c) our role in this arrangement will be limited to referring the customer to your website through a link that can be accessed through the Site and accordingly, we will not be a party to any sales arrangement that exists between you and the customer that we have referred.
3.4 You must cooperate with us in all reasonable respects in connection with the provision of the Advertising Services.
3.5 Unless otherwise specified by us in writing, we do not guarantee any particular placement or position for your business on our Site. You acknowledge that we have total control over the content, look and layout of the Site and any associated marketing materials.
4.1 We may charge you fees for the Advertising Services for Events that we run from time to time. Our fees will be in the form of a:
(a) placement fee, which will be charged for the placement of your business branding on the Site and associated marketing materials; and/ or
(b) referral fee for each referral that we make to your website.
4.2 The applicable placement fee and/or referral fee (for each referral) will be specified to you in the Fee Schedule (as amended from time to time).
4.3 The placement fee is payable by instalments as follows:
(a) 50% of the placement fee is due within 14 days of you being provided with the Fee Schedule
(b) The remaining 50% of the placement fee is due 14 days before the Green Friday Event commences.
Failure to pay a placement fee instalment means that you will not be provided with the Advertising Services.
Any placement fee instalment paid is not refundable.
4.4 The referral fee will be calculated by us following the conclusion of the applicable Event (i.e. the number of referrals made will be determined and multiplied by the referral fee per referral specified in the Fee Schedule) and is subject to the following payment terms.
(a) 100% of the referral fee is due within 30 days of the Green Friday Event concluding.
4.5 If you fail to make any payment in accordance with the payment terms set out above, you acknowledge that we may collect fees owed using collection mechanisms, including third party debt collection services.
4.6 You may not set off, deduct or withhold payments to us for any reason whatsoever.
4.7 We will not refund any amounts paid to us by you in the following circumstances notwithstanding the non-or part provision of the Advertising Services:
(a) where you have breached any provision of these Advertising T&Cs;
(b) where you do not cooperate with us in all reasonable respects in connection with the provision of the Advertising Services;
(c) where we terminates this agreement with cause;
(d) where any content that we require in order to provide the Advertising Services is not provided by you on or before the provided deadline;
(e) where you cancel your participation in any Event less than 24 hours before the start of said Event; and
(f) where you supply incomplete or incorrect data, information, or supply data or information that does not meet the our specifications or the content is deemed to be inappropriate then, you acknowledge you will have no claim for any refund of any amounts paid in such circumstances.
4.8 We will charge interest on any amount due and not paid in accordance with these Advertising T&Cs at a rate of 1.5% per month. You acknowledge this interest charge is a fair and reasonable remedy for us in connection with non-payment and is a reasonable pre-estimate of the loss we will suffer due to non-payment.
4.9 In the event that you commit a default under these Advertising T&Cs, you shall pay to us on demand all costs and interest including without limitation all interest accrued and calculated pursuant to this clause, legal costs (assessed on a solicitor/own client basis), all mercantile agents fees incurred by us in recovering all amounts outstanding under this agreement and any dishonour or bank fees incurred by us relating to payments made by you from time to time
5. Your duties
5.1 Advertising of Green Friday Events
(a) You warrant that any text, images, branding or other content that would constitute intellectual property of any nature (Materials) that you provide to us (whether or not in response to a request from us) does not infringe on the intellectual property rights of any third party.
(b) You grant us a non-exclusive, irrevocable, worldwide, perpetual and royalty-free licence to use any Materials that you produce or provide (including your branding and logos that are publicly available), for the purpose of operating and marketing Events that you have elected to participate in (including marketing before, during and after the Event), the Advertising Services and the Site generally.
(c) You agree to publish marketing material (to be approved by Green Friday) on your website, through your social media platforms and by email to your customers in accordance with our reasonable requests.
This marketing material must prominently include Green Friday’s branding.
5.2 General obligations
You must provide customers that we have referred to you with retail services in an efficient and business-like manner and in accordance with sound business practices at all times. Without limiting this general obligation, you must:
(a) comply with all applicable laws, including, the Privacy Act 1988 (Cth), the Competition and Consumer Act 2010 (Cth), any applicable regulations, and applicable regulatory guidelines;
(a) at all times hold any licences, permits and authorisations required to be held by you to perform your obligations under this agreement;
(b) inform us promptly, and in any event no later than two business days, after you become aware of any:
(i) claim that is made against you or us in relation to your activities in relation to this agreement; and
(ii) breach of any law, including in particular the Privacy Act 1998 (Cth) (if applicable) in respect of your conduct; and
(c) notify us of any breach of your data including any information relating to us, our customers or any of your obligations under this agreement regardless of whether or not the data breach constitutes a notifiable data breach under the Privacy Act 1998 (Cth).
5.3 Accurate information
You must use your best endeavours to ensure that information provided to us in relation to your goods are accurate.
You must comply with our procedures in respect of the collation and presentation of the information we require about your business. You must not provide any information which you know or ought to have known is or is likely to mislead or is fraudulent.
5.4 No misleading or deceptive conduct
You must not engage in any misleading or deceptive conduct in relation to this agreement.
5.5 Not use our advertising material
You must not use any advertising or promotional material that names us in any way, without our prior written consent.
5.6 Meet deadlines specified by us
You must meet any deadlines that we specify in connection with a particular Event that you have elected to participate in.
5.7 Not use our name or logo
You must not use our name or logo in any way, without our prior written consent.
5.8 Public announcements
You must not make any public announcements regarding your relationship with us without our prior written consent.
6. Disputes between you and a customer
6.1 Any disputes between you and a customer that we have referred to you must be dealt with:
(a) in accordance with your own general terms and conditions that you have provided to the customer at the time of the sale; and
(b) without involving us in the dispute resolution process, as we are not a party to the agreement between you and the customer.
7. Disputes between you and us
7.1 Determination of disputes
If there is any dispute, difference or failure to agree between you and us relating to or arising from this document or the Advertising Services (Dispute), that dispute must be referred for determination under this clause.
7.2 No legal proceedings
The parties must not bring or maintain any action on any Dispute (except for urgent injunctive relief to keep or protect a particular position) until it has been referred and determined as provided in this clause.
7.3 Notice of disputes
A party referring a Dispute for determination must do so by written notice to the other parties (Dispute Notice) which must specify the nature of the Dispute and a nominated officer of the referring party with sufficient authority to determine the Dispute.
7.4 Negotiated resolution and selection of expert
(a) On service of the Dispute Notice the receiving parties must refer the Dispute to an officer with sufficient authority to determine the Dispute. The nominated officers of each party must meet at least once and use reasonable endeavours to resolve the Dispute by negotiation within seven days of service of the Dispute Notice. Any resolution must be recorded in writing and signed by each nominated officer. By agreement, the nominated officers may employ the services of a mediator to assist them in resolving the Dispute.
(b) If the nominated officers are unable to resolve the Dispute within seven days of service of the Dispute Notice they must endeavour within the following seven day period to appoint an expert by agreement. That appointment must be recorded in writing and signed by each nominated officer.
(c) If the nominated officers do not record the appointment of an expert within that second seven day period, the expert must be appointed, at the request of any party, by the President for the time being (or if none, the senior elected member) of the Law Society of New South Wales.
7.5 Assistance to the Expert
(a) Once the Expert has been appointed (the Expert), the parties must:
(i) each use their best endeavours to make available to the Expert all information the Expert requires to settle or determine the Dispute; and
(ii) ensure that their employees, agents or consultants are available to appear at any hearing or enquiry called by the Expert.
(b) The parties may give written submissions to the Expert but must provide copies to the other parties at the same time.
7.6 Expert’s decision
(a) The decision of the Expert must:
(i) be in writing and give reasons; and
(ii) be made and delivered to the parties within one month from the date of submission of the dispute to the Expert or the date of completion of the last hearing or enquiry called by the Expert, if later.
(b) The Expert may conduct the determination of the Dispute in any way it considers appropriate but the Expert may, at its discretion, have regard to the Australian Commercial Disputes Centre’s guidelines for expert determination of disputes or such other guidelines as it considers appropriate.
(c) The Expert’s decision is final and binding on the parties.
(d) The Expert must act as an expert and not as an arbitrator.
(a) The Expert must also determine how the expenses relating to the reference of the Dispute (including the Expert’s remuneration) should be apportioned between the parties and in default of a decision by the Expert those expenses must be borne by the parties equally.
(b) In determining the apportionment of costs the Expert may have regard to what the Expert, in its reasonable opinion, considers to be a lack of good faith or a failure to use reasonable endeavours by any party in assisting the Expert or resolving the dispute between the parties’ nominated officers as required by this clause.
7.8 Continual performance
Each party must continue to perform its obligations under this document while any dispute is being determined under this clause.
8. Confidential Information
8.1 You must at all times:
(a) keep any Confidential Information secret and confidential, except to the extent that you are required by law to disclose it;
(b) take all reasonably necessary precautions to maintain the secrecy and prevent the disclosure of the Confidential Information;
(c) not use, copy or record any Confidential Information except as is reasonably necessary;
8.2 You acknowledge that disclosure of any Confidential Information could materially harm us and that:
(a) the restrictive covenants contained in this clause are reasonable and necessary for the protection of the goodwill of us; and
(b) the remedy of damages may be inadequate to protect our interests and that we may seek and obtain injunctive relief, or any other remedy, in any court.
9. Limitation of liability
To the full extent permitted by law, we exclude all liability (including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever) in respect of
(a) loss of data, interruption of business or any consequential or incidental damages;
(b) access to, or use of this Site, or delay or inability to use this Site, or any information contained in this Site;
(c) the availability or accuracy of the Site; or
(a) any breach of any third party intellectual property rights.
You indemnify us on a continuing basis against all or any actions, suits, claims, demands, loss, losses, damages, liabilities, costs and expenses of any nature (including without limitation civil and criminal penalties to the extent permitted by law) suffered or incurred by us at any time actually or contingently arising directly or indirectly from:
(a) any failure by you to comply with any provision of this agreement (including any failure to comply with any procedures specified by us from time to time);
(b) any dishonest, fraudulent, reckless, or negligent act or omission by you or any employees, agents, or contractors of you;
(c) any failure by you to comply with any law;
(d) defending any claim made against us (either jointly with you or not) in respect of your activities irrespective of whether you are ultimately found to be at fault;
(e) any conduct of you as a result of the negligence of or breach by or malpractice and fraud on your behalf.
10.2 Apportioning liability
You acknowledge that your liability with respect to the indemnification provided by you in this agreement cannot be apportioned to any other party and that legislation regarding proportionate liability will not apply to a claim by us under the above indemnity or otherwise with respect to this agreement.
10.3 Deducting and Appropriating
If, acting reasonably, we consider that an amount may be payable under the indemnity, we may deduct and appropriate that amount from any amount payable to you under this agreement.
11.1 You warrant and represent that:
(a) you have the legal capacity to enter these Advertising T&Cs;
(b) you have abided by the Advertising T&Cs relating to your use of the Site and the Advertising Services;
(c) you are not insolvent;
(d) by entering into this agreement, you are not breaching any laws;
(e) the content and use of the Advertising Services do not, and will not at any time, infringe any intellectual property rights or any other right of any person; and
(f) any information that you have given to another party in connection with this agreement is true and accurate in all material respects and not misleading in any material respect (including by omission) as at the date of this agreement or, if given later, when given.
12.1 Termination for default
We may terminate your agreement with us with immediate effect by giving you notice in writing if any of the following occur (all an Event of Default):
(a) you are a company and an Insolvency Event occurs with respect to you;
(b) you are involved in any fraud, forgery or misrepresentation in respect of the business advertised on our Site or retail services provided to customers that we have referred to you;
(c) you fail to perform any provision of this agreement which, if capable of remedy, is not remedied within 7 days of written notice;
(d) you, your agent, your representatives do anything to defame, discredit, or harm our business interests, reputation, or operations, or any other person associated with us;
(e) you are an individual and you enter a scheme of arrangement with your creditors, are made bankrupt or are jailed; or
(f) you stop payment, or cease to carry on your business or a material part of it.
12.2 Voluntary termination
Either party may terminate this agreement at any time upon 14 days’ notice to the other.
13. Definitions and interpretation
The following definitions apply unless the context requires otherwise.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
Confidential Information means any information in respect of our business and affairs other than information which has come into the public domain. For the avoidance of doubt, this information includes (but is not limited to) any information concerning any of our:
(a) technology, processes, methodologies, techniques, systems, analyses, operating procedures, manuals, products, designs, specifications, models, capabilities, functions, inventions, research, drawings, formulae, source codes and object codes, trade secrets, ideas, knowledge, concepts and know how; and
(b) financial, accounting, marketing, technical and other commercially sensitive information, including their accounts, marketing plans, market research data , sales plans, service and product ideas, corporate development plans and strategies, business plans, budgets, prospects and forecasts, supplier lists, quotations, prices, data bases and data surveys, client lists and information, staff and contractor lists and information, program planning, consultant’s advice, promotional information, trademarks, trade names, trade dress and logos.
Event means a sustainable event operated by Green Friday which you have agreed to participate in including the Green Friday 2022 Event.
Fee Schedule means either a schedule in this document or a separate document altogether:
(a) which outlines our fees that are applicable to you, as amended from time to time by us in our sole discretion; and
(b) that we provide to you when you register an account on our Site.
Green Friday 2022 Event means the Event run by us from Friday 18 November 2022 to Monday 21 November 2022 (both days inclusive).
GST has the meaning given by section 195-1 of the GST Act or any replacement or other relevant legislation and regulations.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).
Insolvency Event means the happening of any of the following events:
(a) an application is made to a court for an order or an order is made appointing a liquidator, provisional liquidator in respect of you (or proceedings are commenced or a resolution passed or proposed in a notice of meeting for any of those things);
(b) proceedings are initiated with a view to obtaining an order for the winding up or similar process of you, or an order is made or any effective resolution is passed for the winding up of you;
(c) you enter into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any class of its creditors;
(d) a controller is appointed to take over or takes possession of all or a substantial part of your assets or undertaking;
(e) you are or are deemed or presumed by law or a court to be insolvent;
(f) you take any step to obtain protection or are granted protection from your creditors, under any applicable legislation or an administrator is appointed to you; or
anything analogous or having a substantially similar effect to any of the events specified above happens in respect of you.
In this document, unless the context requires otherwise:
(g) the singular includes its plural and vice versa;
(h) words denoting any gender include all genders;
(i) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(j) headings are for convenience only and do not affect interpretation;
(k) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
(l) a reference to a party to this agreement includes its successors and permitted assigns;
(m) a reference to a particular day or time is to that day or time in New South Wales;
(n) a reference to any agreement (including this agreement) or document is to the agreement or document as amended, supplemented, novated or replaced from time to time;
(o) a reference to a clause, paragraph, schedule or annexure is to a clause, paragraph, schedule or annexure in or to this agreement;
(p) a reference to this agreement includes any schedules and annexures to this agreement;
(q) a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible or tangible form;
(r) a reference to dollars or $ is to Australian currency;
(s) a reference to legislation (including subordinate legislation) or a provision of it is to that legislation or provision as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(t) words such as including or for example do not limit the meaning of the words preceding them;
(u) an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits all of them jointly and each of them severally; and
(v) nothing in this agreement is to be interpreted against a party solely on the ground that the party or its advisers drafted it.
13.3 Business Days
Unless expressed to the contrary in this agreement, if the day on or by which a party must do something under this agreement is not a Business Day, the party must do it on or by the next Business Day.
14. General provisions
(a) The charges and all other amounts payable under this agreement are expressed inclusive of GST.
(b) If GST is payable by a supplier (or by the representative member for a GST group of which the supplier is a member) on any supply made under or in relation to this agreement, the recipient must pay to the supplier an amount (GST Amount) equal to the GST payable on the supply. The GST Amount is payable by the recipient in addition to and at the same time as the net consideration for the supply.
(c) If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled for any acquisition relating to that payment or reimbursement.
(d) This clause is subject to any other specific agreement regarding the payment of GST on supplies
We reserve the right in our sole discretion to modify these Advertising T&Cs from time to time and you should regularly review them. Your continued use of the Site and our Advertising Services constitutes your agreement to these Advertising T&Cs and any modifications to them.
14.3 Further assurances
Each party must promptly do all things necessary in order to give effect to these Advertising T&Cs.
If a provision in these Advertising T&Cs is unenforceable or invalid in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is unenforceable or invalid. No provision in these Advertising T&Cs will otherwise be affected in any jurisdiction.
Unless provided to the contrary in these Advertising T&Cs, each party must pay its own costs in relation to the negotiation, preparation, execution and performance of these Advertising T&Cs.
14.6 Consent to use of electronic communications
The parties to these Advertising T&Cs consent to the use of electronic communications as a means of communicating about these Advertising T&Cs and the matters contained within it.
A notice or other communication to or by a party under these Advertising T&Cs:
(a) must be in writing;
(b) must be delivered by email to:
(i) in the case of Green Friday, to [email protected]; and
(ii) in the case of you, to your current email address that we hold in our records;
(c) subject to paragraph (d), is deemed to be effective one Business Day after the date shown on the email of the sender, unless:
(i) the sender receives an automated notification that the email has not been received by the intended recipient, in which case the notice is deemed to not have been served at the time of sending; or
(ii) receipt is acknowledged by the recipient sooner than one Business Day, in which case the notice is deemed to have been served at the time the receipt is acknowledged;
(d) if delivered or received on a day which is not a Business Day, it is taken to have been delivered or received on the following Business Day and, if delivered or received after 4:00pm (addressee’s time), then notice is taken to have occurred at 9:00am on the following Business Day.
14.8 No assignment
Unless provided to the contrary in these Advertising T&Cs, a party is not capable of assigning, novating or encumbering any right or liability under these Advertising T&Cs without the prior written consent of each other party.
14.9 No merger
Unless provided to the contrary in these Advertising T&Cs, the rights and obligations of the parties under these Advertising T&Cs do not merge on completion and will survive after completion.
14.10 Relationship of parties
Unless provided to the contrary in these Advertising T&Cs, no party is authorised to bind another party and nothing in these Advertising T&Cs is to be construed as creating an employment, agency, partnership, fiduciary or joint venture relationship between any of the parties.
Unless provided to the contrary in these Advertising T&Cs, the rights and powers under these Advertising T&Cs are in addition to, and do not exclude or limit, any right or power provided by law or equity.
14.12 Successors and assigns
These Advertising T&Cs bind and benefit the parties to these Advertising T&Cs, their successors and permitted assigns.
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under these Advertising T&Cs does not operate as a waiver of that power, right or remedy.
14.14 Governing law
The laws of New South Wales govern the Advertising T&Cs.
Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and waives any right to claim that those courts are an inconvenient forum.