General Terms and Conditions

6. Limitation of Liability
To the fullest extent permitted by law, CountryWide Media will not be liable for any loss, costs, damages or harm or misrepresentation including without limitation liability for indirect or consequential loss, loss of business, loss of revenue or profit as a consequence of any action or omission by it, its employees, contractors or agents.

7. Advertising Material and Content
7.1 It is agreed that:
a. The client is responsible for proof-reading and approving all advertisements before submitting them for publishing.
b. If the client does not sign off their final advertising proof within the allocated timeframe CountryWide Media reserves the right to sign it off without consequence or liability (as per clause 6).
c. The client is fully liable for any errors or omissions in the advertisement that remain after the client has provided the final advertisement to CountryWide Media or has approved the final proof.
d. The client acknowledges that it is responsible for notifying CountryWide Media as soon as possible (and in any case, within 10 days of the date the advertisement appeared or should have appeared) of any error it identifies in any advertisement the client has placed. Where CountryWide Media receives notification of such an error, CountryWide Media will consider that error and take any steps it considers reasonable or necessary to remedy that error at the next available opportunity. After 10 days any claim is deemed waived.
e. When any change of advertisement is not received by the material deadline, an advertisement run in previous publications may be published in its place.
f. All advertisements that have 50% or more editorial of the total advert size, must have the words ‘Advertorial’, ‘Advertisement’, or, ‘Content supplied by (your business name)’ on top of the advert and copy must be in a different font from newspaper body copy. Final sign off for any of the above must be from the editor.
g. Without notice to the client, CountryWide Media may insert the words ‘Partnership with (Clients Name)’ above or below any advertisement, that could create confusion for readers/viewers and be perceived as editorial.

8. Advertisement Cancellations
a. CountryWide Media, in its sole discretion, may agree to cancel an existing work order for print and/ or CountryWide Media advertising by the client.
b. The client will remain liable for the cost of any work performed or materials purchased on behalf of the client, including the cost of services and, where relevant, paper and/or printing.
c. All cancellations of advertising must be made in writing to CountryWide Media.
d. Cancellation of print and digital advertising by the client will be accepted by CountryWide Media in its sole discretion, and will incur a cancellation fee of 100% of the advertisement cost plus GST, if cancelled within three business days of the booking deadline or for digital the campaign start date. Cancellation for print advertising will not be accepted after the material deadline.
e. If the print and digital material required from the client for the print and digital advertising is not received by the material deadline date, the client will incur a cancellation fee of 100% of the advertisement cost plus GST.

9. Rates
9.1 The client acknowledges that:
a. All advertisements will be charged, and the relevant amount due will be paid to CountryWide Media, in accordance with the Rate Card applicable at the time an Advertisement is booked, unless otherwise agreed in writing.
b. Where a rate is agreed between the parties, that differs from the rate card, on the basis that the advertisement will appear in a specified number of publications within a certain period of time, and the client does not subsequently advertise in the specified number of publications within the agreed timeframe, the client will be liable for the difference between the rates agreed and those which are prescribed in the rate card, for the number of advertisements actually published.
c. Unless otherwise stated by CountryWide Media, advertising rates are quoted exclusive of GST and the client will pay GST in addition to such rates. CountryWide Media will not charge GST if a client can provide written confirmation that it is not a resident in New Zealand for GST purposes (i.e. not a resident for income tax purposes and not carrying on an activity in New Zealand through a fixed or permanent place in New Zealand). Clients must advise CountryWide Media should their position alter.

10. Payment/Costs
a. All invoices are due for payment on the 20th of the month following the date of the invoice for any advertisement (due date).
b. The client must advise CountryWide Media as soon as possible and, in any event, before the due date, if the client believes there is any error with the invoice(s) it has received.
c. In the event that CountryWide Media does not receive payment within five business days of the due date, CountryWide Media may send to the client a notice of demand for payment (final demand).
d. If the client does not pay all outstanding amounts owed to CountryWide Media within five business days of the date of any final demand, the client will become immediately liable for all costs and expenses incurred in recovering the debt including, but not limited to, full legal costs, debt collection and court costs and any interest on the amount due from the due date to the date the amount due has been recovered, charged at the ‘use of money’ interest rate prescribed by the New Zealand Inland Revenue Department.
e. If the client does not pay for outstanding amount owing to CountryWide Media, CountryWide Media may put the client on a stop credit where future advertising will not be placed until all outstanding monies owed are paid in full.
f. Clients who are deemed to be a bad debtor by CountryWide Media will not be eligible for future advertising until payment is received, and may be required to pre-pay for all future advertisements.
g. CountryWide Media reserves the right to cancel without notice any forward bookings if the client has become a bad debtor.
h. Clients based outside of New Zealand may be asked to pre-pay for their advertising, at CountryWide Media’s discretion, to ensure payment is received on time.
i. CountryWide Media reserves the right to request clients pre-pay for advertising before it runs. Once payment is received the advertisement will then be placed in the next available publication. Pre-payment may be in the form of credit card, direct debit or supplier charge card if available.
j. CountryWide Media are entitled to charge for its services in the creation of marketing material and advertisements specifically requested by clients. Ownership of such material shall pass to the client upon payment in full of all amounts due to CountryWide Media by the client for these services.
k. The intellectual property in all original material supplied by CountryWide Media such as photographs, graphics, and editorial content will remain with CountryWideMedia, the client acknowledges and agrees that its use by the client or a third party (other than with express written consent of CountryWide Media) is prohibited.

11. General
11.1 Advice
The client acknowledges that before accepting these terms and conditions it has had the opportunity to obtain advice, including independent legal advice, as it requires, regarding these terms and conditions and their effect.
11.2 Whole Agreement
These terms and conditions govern the relationship between CountryWide Media and the client and supersede all prior representations or agreements between the parties whether oral or in writing, unless expressly stated otherwise.
11.3 Invalidity
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable, it shall be read down or severed to the extent of the invalidity or unenforceability and that event shall not affect the validity or enforceability of the remaining provisions.
11.4 Governing law
The laws of New Zealand govern these terms and conditions.
11.5 Jurisdiction
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of, or exercising jurisdiction in, New Zealand and waives any claim or objection based on absence of jurisdiction or inconvenient forum; or immunity in relation to these terms and conditions in any jurisdiction for any reason.
11.6 Amendment
CountryWide Media may amend these terms and conditions from time to time at its sole discretion. The amended terms and conditions will not apply to advertisements that are confirmed as booked unless otherwise agreed between CountryWide Media and the client.
11.7 Waivers
The failure of CountryWide Media to enforce or a delay by CountryWide Media to enforce any right conferred upon it by these terms and conditions shall not constitute a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
11.8 No assignment
The client shall not assign these terms and conditions or otherwise transfer the benefit of these terms and conditions or a right or remedy under it.
11.9 Survival
Notwithstanding termination of this agreement, this clause 11.9 and the following clauses shall survive any termination:
i. Clause 3 (Indemnity);
ii. Clause 6 (Limitation of Liability);
iii. Clause 10 (Payment/Costs);
iv. Clause 11 (General); and
v. All other clauses required giving effect to this clause.

12. Definitions/ Interpretation
12.1 In these terms and conditions, unless the context otherwise provides, the following definitions shall apply:
a. The expression ‘client’ means the advertiser and where advertising has been placed with CountryWide Media by an advertising agency, includes that agency.
b. ‘Advertisement’ means any advertisement supplied to CountryWide Media by or on behalf of the client, including any design and/or text.
c. ‘Booked’ means an advertisement that has been confirmed by the client and which CountryWide Media has generated a booking confirmation for.
d. ‘Booking deadline’ means the time by which CountryWide Media must receive confirmation of an order for an advertisement from the client, as contained in the rate card for CountryWide Media print publication.
e. ‘Material deadline’ means the time by which CountryWide Media must receive material for an advertisement from the client.
f. ‘Campaign start date’ means the date in which the digital advertising will commence.
g. ‘Business day’ means a time between 8am and 5pm, which is not a weekend or a public holiday.
h. ‘Rate card’ means the rate card for the CountryWide Media publication in which the advertisement is to appear which contains the advertising rates and relevant deadlines for the CountryWide Media publications, as amended from time to time.
i. ‘Bad debtor’ means a client who has failed to make payment of an outstanding advertising invoice within 60 days of its due date.
j. ‘Stop credit’ means the client’s advertising account has been frozen until full payment has been received.

Billboard Terms and Conditions

1. Billboards
1.1 CountryWide Media accepts all signage from the client for billboard print & installation on the following terms and conditions (“terms and conditions”). These terms and conditions apply to:
a. Monthly billboard rental with our billboard media partner.

2. Agreement
These terms and conditions (including booking confirmations) set out the entire agreement between the client and CountryWide Media in relation to billboard print & installation. Acceptance of any quotes, products or services from CountryWide Media is deemed to be acceptance of these terms and conditions.

3. Indemnity
The client indemnifies, and holds indemnified, CountryWide Media against all losses, damages or costs incurred (including without limitation consequential loss, loss of profits or loss of business) arising as a consequence of the placement and/or content of the client’s billboard or any breach of these terms and conditions and from any costs, harm or loss incurred by CountryWide Media through making corrections or amendments to the client’s signage in accordance with these terms and conditions.

4. CountryWide Media’s Rights
4.1 CountryWide Media in its discretion may:
a. At any time and with notice prior to installation to the client cancel, reject or refuse to print or install any billboard without providing any reason for such rejection or refusal at any time provided this right will not be unreasonably exercised. In the event that a billboard has been cancelled or rejected by CountryWide Media and where rates have been agreed on the basis of duration, any billboard already run shall be paid for at the rate that would apply if the entire order were published.
b. Remove any billboard that contains matter that CountryWide Media’s billboard supplier views, in its sole and absolute discretion, to be objectionable or inappropriate for inclusion.

5. Warranty
5.1 The client represents and warrants that:
a. That the signage complies in every way with the advertising codes of practice issued by the Advertising Standards Authority Incorporated and with the local council and NZ Transport Agency rules and regulations and with every other code or industry in New Zealand.
b. Installation of the billboard will not give rise to CountryWide Media incurring any liability or to a claim against CountryWide Media.
c. The information provided to CountryWide Media is true and correct and that the client will advise CountryWide Media of any changes to the information or details.
d. The Client repeats the representations and warranties in clause 5.1 on each occasion that a signage is supplied and a billboard is installed.
e. The space will be used only by the client for advertising their usual business, with the exception of employment advertising which is permitted, and may not be transferred by the client to another person.
f. The signage the client provides does not:
(i) Contain material that is considered obscene, offensive, defamatory or which otherwise offends against generally accepted community standards and is unsuitable for installation and is likely to be misleading or deceptive or otherwise infringe the Fair Trading Act 1986 or any other statute, regulation or rule of trade.
(ii) Infringe copyright, trademark or any other intellectual property rights.
(iii) Breach any provision of any statute, regulation,by-law or other rule of law.
g. The signage the client provides complies in every way with the Human Rights Act 1993 (HRA). Under the HRA, it is unlawful, subject to certain exceptions contained in the HRA, for employment advertisements to restrict applicants because of their sex, marital status, religion, ethical belief, colour, race, ethnic or national origins, disability, age (over the age of 16), political opinions, employment status, family status or sexual orientation. For the avoidance of doubt, where an employment advertisement does not fall within one of the exceptions contained in the HRA, that
advertisement shall be regarded as being open to applications from males and females.

6. Limitation of Liability
To the fullest extent permitted by law, CountryWide Media will not be liable for any loss, costs, damages or harm or misrepresentation including without limitation liability for indirect or consequential loss, loss of business, loss of revenue or profit as a consequence of any action or omission by it, its employees, contractors or agents.

7. Signage and Content
7.1 It is agreed that:
a. The client is responsible for proof-reading and approving all signage before submitting them for installation.
b. If the client does not sign off their final signage proof within the allocated timeframe CountryWide Media reserves the right to sign it off without consequence or liability (as per clause 6).
c. The client is fully liable for any errors or omissions in the signage that remain after the client has provided the final signage to CountryWide Media or has approved the final proof.
d. The client acknowledges that it is responsible for notifying CountryWide Media as soon as possible (and in any case, within 10 days of the date the billboard was installed or should have been installed) of any error it identifies in any signage the client has placed. Where CountryWide Media receives notification of such an error, CountryWide Media will consider that error and take any steps it considers reasonable or necessary to remedy that error at the next available opportunity. After 10 days any claim is deemed waived.
e. When any change of signage is not received by the material deadline, a billboard previously installed may be installed in its place.

8. Construction of Billboards
8.1 Within the milestone dates specified in this agreement the billboard supplier will complete the design, construction, and production (if required) of required number of billboards which meet the requirements of this agreement and otherwise meet the reasonable requirements of the client.
8.2 The billboard supplier will supply billboard panels for the billboards using the client approved artwork.

9. Installation of the Billboards
9.1 After each billboard has been installed the billboard supplier undertakes during the term to maintain the billboards in good and proper order.
9.2. The billboard supplier undertakes during the term to inspect each billboard eight weekly to determine whether any maintenance is required. If the client notifies CountryWide Media in writing that any particular billboard has been damaged or inspection of the billboard by the supplier indicates that the billboard has been damaged, then the supplier will immediately repair or replace the billboard such that it is maintained in good and proper order.

10. Payment
10.1 CountryWide Media is responsible for the payment of the amount specified in Schedule 1 plus GST.
10.2 All amounts payable shall be paid in such manner as may be agreed by the parties provided that if agreement cannot be reached all fees will be payable in advance by equal monthly payments on the 30th day of each month. The first such payment being due and payable on the 30th day of the month following the date upon which each billboard is installed in accordance with this agreement unless other payment arrangements are agreed too. The installation and production fee shall be paid within 7 Days of the installation of the billboards.

11. Term
Unless terminated earlier the term of this agreement shall be the term specified in Schedule 1.

12. Minimum Billboard Standards
12.1 Each billboard shall:
a. Be made of steel frames.
b. Be supported by 2 x 50 x50 millimetres posts.
c. Be 1.2 metres x 2.4 metres in dimension.
d. Have suitable and proper designs on both sides which meet the requirements of the billboard supplier to comply with the local council and NZTA requirements.

13. Ownership and Other Responsibilities
13.1 The billboards shall at all times remain the property of the billboard supplier.
13.2 The billboard supplier will ensure that all necessary consents for the installation and maintenance of the billboards are obtained.

14. Access
14.1 Subject to clause 8.2 access to any land upon which the billboards are installed shall be restricted to the billboard supplier.
14.2 The billboard supplier shall permit the client and their respective employees at reasonable times (after having given reasonable notice) to enter any land upon which the billboards are installed for the purpose of inspecting the condition of the billboards.
14.3 The client will not install any unauthorised billboards onto the supplier’s frames and any billboards appearing on such frames without the prior permission of the supplier may be destroyed by the supplier with no compensation being payable to the client for the value of the destroyed billboard.

15. Cancellations
a. CountryWide Media, in its sole discretion, may agree to cancel an existing work order for print and/ or CountryWide Media installation by the client.
b. The client will remain liable for the cost of any work performed or materials purchased on behalf of the client, including the cost of services and, where relevant, printing.
c. All cancellations of billboards must be made in writing to CountryWide Media.
d. Cancellation of billboards by the client will be accepted by CountryWide Media in its sole discretion, and will incur a cancellation fee of 100% of the billboard cost plus GST, if cancelled within three business days of the billboard print date.
e. If the signage required from the client for print and installation is not received by the material deadline date, the client will incur a cancellation fee of 100% of the billboard cost plus GST.

16. Rates
16.1 The client acknowledges that:
a. All billboards will be charged, and the relevant amount due will be paid to CountryWide Media, in accordance with the rate card applicable at the time a billboard is booked, unless otherwise agreed in writing.
b. Where a rate is agreed between the parties, that differs from the rate card, on the basis that the billboard will appear for a specified duration within a certain period of time, and the client does not subsequently advertise in the specified period of time within the agreed timeframe, the Client will be liable for the difference between the rates agreed and those which are prescribed in the rate card, for the number of billboards actually installed.
c. Unless otherwise stated by CountryWide Media, rates are quoted exclusive of GST and the client will pay GST in addition to such rates. CountryWide Media will not charge GST if a client can provide written confirmation that it is not a resident in New Zealand for GST purposes (i.e. not a resident for income tax purposes and not carrying on an activity in New Zealand through a fixed or permanent place in New Zealand). Clients must advise CountryWide Media should their position alter.

17. Payment/Costs
a. All invoices are due for payment on the 20th of the month following the date of the invoice for any billboard (due date).
b. The client must advise CountryWide Media as soon as possible and, in any event, before the due date, if the client believes there is any error with the invoice(s) it has received.
c. In the event that CountryWide Media does not receive payment within five business days of the due date, CountryWide Media may send to the client a notice of demand for payment (final demand).
d. If the client does not pay all outstanding amounts owed to CountryWide Media within five business days of the date of any final demand, the client will become immediately liable for all costs and expenses incurred in recovering the debt including, but not limited to, full legal costs, debt collection and court costs and any interest on the amount due from the due date to the date the amount due has been recovered, charged at the ‘use of money’ interest rate prescribed by the New Zealand Inland Revenue Department.
e. If the client does not pay for outstanding amount owing to CountryWide Media, CountryWide Media may put the client on a stop credit where future billboards will not be installed until all outstanding monies owed are paid in full.
f. Clients who are deemed to be a bad debtor by CountryWide Media will not be eligible for future advertising until payment is received, and may be required to pre-pay for all future billboards.
g. CountryWide Media reserves the right to cancel without notice any forward bookings if the client has become a bad debtor.
h. Clients based outside of New Zealand may be asked to pre-pay for their advertising, at CountryWide Media’s discretion, to ensure payment is received on time.
i. CountryWide Media reserves the right to request clients pre-pay for signage before it is installed. Once payment is received the billboard will then be installed. Pre-payment may be in the form of credit card, direct debit or supplier charge card if available. The pre-payment will cover the cost of the printing and installation as well as the first month’s rental in advance.
j. CountryWide Media are entitled to charge for its services in the creation of signage and billboards specifically requested by clients. Ownership of such material shall pass to the client upon payment in full of all amounts due to CountryWide Media by the client for these services.
k. The intellectual property in all original material supplied by CountryWide Media such as photographs and graphics will remain with CountryWideMedia, the client acknowledges and agrees that its use by the client or a third party (other than with express written consent of CountryWide Media is prohibited.

18. General
18.1 Advice
The client acknowledges that before accepting these terms and conditions it has had the opportunity to obtain advice, including independent legal advice, as it requires, regarding these terms and conditions and their effect.
18.2 Whole Agreement
These terms and conditions govern the relationship between CountryWide Media and the client and supersede all prior representations or agreements between the parties whether oral or in writing, unless expressly stated otherwise.
18.3 Invalidity
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable, it shall be read down or severed to the extent of the invalidity or unenforceability and that event shall not affect the validity or enforceability of the remaining provisions.
18.4 Governing law
The laws of New Zealand govern these terms and conditions.
18.5 Jurisdiction
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of, or exercising jurisdiction in, New Zealand and waives any claim or objection based on absence of jurisdiction or inconvenient forum; or immunity in relation to these Terms and Conditions in any jurisdiction for any reason.
18.6 Amendment
CountryWide Media may amend these terms and conditions from time to time at its sole discretion. The amended terms and conditions will not apply to billboards that are confirmed as booked unless otherwise agreed between CountryWide Media and the client.
18.7 Waivers
The failure of CountryWide Media to enforce or a delay by CountryWide Media to enforce any right conferred upon it by these terms and conditions shall not constitute a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
18.8 No assignment
The client shall not assign these terms and conditions or otherwise transfer the benefit of these terms and conditions or a right or remedy under it.
18.9 Survival
Notwithstanding termination of this agreement, this clause 11.9 and the following clauses shall survive any termination:
i. Clause 3 (Indemnity);
ii. Clause 6 (Limitation of Liability);
iii. Clause 10 (Payment/Costs);
iv. Clause 11 (General); and
v. All other clauses required giving effect to this clause.

19. Definitions/ Interpretation
19.1 In these terms and conditions, unless the context otherwise provides, the following definitions shall apply:
a. The expression ‘client’ means the advertiser and where advertising has been placed with CountryWide Media by an advertising agency, includes that agency.
b. ‘Billboard’ means any billboard supplied to CountryWide Media by or on behalf of the client, including any design and/or text.
c. ‘Booked’ means a billboard that has been confirmed by the client and which CountryWide Media has generated a booking confirmation for.
d. ‘Booking deadline’ means the time by which CountryWide Media must receive confirmation of an order for a billboard from the client, as contained in the rate card for CountryWide Media print publication.
e. ‘Material deadline’ means the time by which CountryWide Media must receive material for a billboard from the client.
f. ‘Billboard start date’ means the date in which the installation will commence.
g. ‘Business day’ means a time between 8am and 5pm, which is not a weekend or a public holiday.
h. ‘Rate card’ means the rate card for the CountryWide Media publication in which the billboard is to appear which contains the rates and relevant deadlines for the CountryWide Media, as amended from time to time.
i. ‘Bad debtor’ means a client who has failed to make payment of an outstanding advertising invoice within 60 days of its due date.
j. ‘Stop credit’ means the client’s account has been frozen until full payment has been received.