Terms & Conditions

BILLBOARD Ts & Cs

JOLLY BILLBOARDS LIMITED (“JOLLY”)

STANDARD TERMS AND CONDITIONS OF BUSINESS

The following terms and conditions apply to all advertising services provided by JOLLY and form part of the Sales Contract unless otherwise expressly agreed in writing by JOLLY .

Capitalised terms are defined at the end of these Terms and Conditions.

CAMPAIGNS
1. Details of the Campaign are as set out in this Sales Contract.
CHARGES, COSTS AND PAYMENT
1. Unless otherwise agreed in writing, charges for media costs shall be invoiced and paid for prior to campaign start date.
2. In addition, the Client will pay all costs relating to:
  1. Installation and production of Advertising Material;
  2. Delivery to the specific JOLLY installers responsible for the site or storing or forwarding of printed material back to client
  3. Removal of Advertising Material in circumstances where the Client requires Advertising Material to be removed at a specific time other than when a new campaign starts in accordance with clause 5.5; otherwise removal will be at no cost and will be removed as the Site is used by another advertiser;
  4. all costs incurred by JOLLY in recovering payment from the Client including (without limitation) all debt collector’s fees or commissions, solicitors fees and disbursements and company clerical costs.
  5. any merchant fees incurred by JOLLY in relation to payments the Client makes by credit card. (If applicable)
  6. All costs associated with design, artwork and preparation of Advertising Material for a Site will be payable by the Client or charged to its account.
  7. Payment of all invoices must be made in full PRIOR TO STARTDATE or if agreed credit terms on or before the 20th day of the month following invoice date.
  8. Where the Client has indicated that any costs associated with production, installation or display of the Advertising Material should be charged directly to a third party, the Client remains responsible for the costs until such time as they are paid in full by that third party.
  9. If multiple change outs of digitals, start-stop periods, intermittent pausing of campaigns occurs then Jolly reserves the right to charge $50 Per re-upload of each digital billboard.
    It is acknowledged that for campaigns lasting longer than month a changeout per month per billboard would be acceptable and fair use.
  10. If payment is not made in full on or before the due date for payment, JOLLY may do either of the following (without limiting any other right it may have):
    1. Charge the Client default interest on the amount outstanding at the rate which is 3% above the overdraft rate charged by Jolly principal bankers (plus GST) from the due date for payment until payment is received by JOLLY compounding monthly as well as ;
    2. Terminate this Sales Contract and remove any Advertising Material (provided however that JOLLY will not be obliged to remove any Advertising Material) Where the Client is acting as an agent for the Advertiser, the Client and the Advertiser will be jointly and severally liable for payment of all money due under this Sales Contract and a reference to the Advertiser in relation to payment will include a reference to the Client. The Client warrants to JOLLY that the Client has executed this Sales Contract on behalf of the Advertiser as agent for the Advertiser and with Advertiser’s authority.
1. The Client is required to physically proof their own artwork before submission to Jolly. Jolly accepts no responsibility for any errors in print or image quality resulting from poor photography or artwork and no digital proofs are provided. All graphics will be printed as per the format provided.
ACCREDITED ADVERTISING AGENCIES / THIRD PARTY BOOKINGS
1. For a Client to be entitled to a commission in accordance with clause 3.2, a client must become an Accredited Advertising Agency (“ AAA ”) of JOLLY. JOLLY will pay commission to an AAA in consideration of the agency meeting certain financial requirements and by guaranteeing payment to JOLLY by certain times.
2. Where a New Zealand Client is an AAA, (JOLLY must be made aware prior to a request for service) and Jolly will provide gross com bearing rates on media up to 20% of the media rental net of GST (Australia 10%) provided payment is made on or before the 30th of the month following invoice.
  Payments made after the 30th of the month following invoice will only attract a 10% commission. Payments received after 60 days will not receive any commission.
3. Any third party agent wanting to trade with Jolly AND PASS ON A JOLLY INVOICE directly to a client must apply as a direct contractor with Jolly.
PRODUCTION AND PRINTING
1. If it is specified in this order that JOLLY will carry out production and printing in respect of the Advertising Material
  1. The Client must, at least 7 working days before the commencement of the display period, provide JOLLY with a copy of the artwork for the Advertising Material at such address as JOLLY may direct, which is to scale and supplied as per Jolly Specifications which is, in JOLLY’s opinion, in compliance with this Sales Contract, suitable for display within ASA guidelines.
  2. JOLLY will produce and print the Advertising Material from the artwork at agreed reasonable commercial rates.
    If it is specified in a Billboard Sales Contract that the Client will carry out its own printing, the Client must provide JOLLY with the Advertising Material received ready to install no later than 7 working days prior to the commencement of the display period – If for any reason the creative or print is not received by Jolly on-time, on-time installation is not guaranteed.
DELIVERY / INSTALLATION /MAINTENANCE
1. JOLLY will arrange the installation of the Advertising Material on a Site and will retain the right to use its own contractors for any such installation.
2. JOLLY shall make every reasonable effort to have the Advertising Material installed at the Sites within three (3) working days of the Start date.
  JOLLY shall not be responsible for any installation delay caused by any act or thing beyond its reasonable control, including where bad weather renders installation unsafe or impracticable. Where an installation delay is caused solely by JOLLY, the Client will be allocated either a pro-rata abatement of the charges or to a pro-rata extension to the display of the Advertising Material on that Site, or a combination of both subject to JOLLY discretion.
3. JOLLY will not be responsible for any interruption to the electrical power or lighting supply to any Site and the Client will not be entitled to any abatement of Monthly Rates during the period of such interruption.
4. At the termination of a Campaign, JOLLY will dispose of the Advertising Material unless the Client has notified JOLLY (prior to the end of the campaign) that it requires the Advertising Material to be retained and either forwarded to a specified address or collected by the Client within 14 days of the termination of the Campaign. Any and all such additional Services may be charged at the rate of $20 Per month per Billboard Skin.
  If the Advertising Material has not been used for 120 days, JOLLY will automatically dispose of the Advertising Material unless otherwise directed by the Client at the time of booking. JOLLY is under no obligation to immediately remove the Advertising Material. As per 2.3.3. any forwarding of creative is charged freight in addition to contracted amount.
ADVERTISING STANDARDS
1. If JOLLY considers any Advertising Material is illegal or in breach of the standards issued by the Advertising Standards Authority (“ ASA ”) (as may be modified from time to time) (the “ Advertising Standards ”) JOLLY may elect not to display that Advertising Material, in which case the following will apply:
  1. JOLLY may refer the matter to the ASA for decision. If the ASA determines that the advertising is in breach of the Advertising Standards, the client will be liable to JOLLY for:
    1. the full amount of the charges under this Sales Contract (even if the advertising has not been displayed)
    2. all costs of removing any advertising that has been posted
    3. all costs incurred by JOLLY in referring the matter to the ASA.
  2. If JOLLY elects not to refer the matter to the ASA, instead not proceed with said advertising (As it may be a clear breach), the client must provide updated and approved advertising, if the client is unable to do so then Jolly can terminate the Agreement with a 50% fee payable by the client for non-performance. (JOLLY will not be liable to the Client for not actioning the campaign. whatsoever).
If it is specified in this order that JOLLY will carry out production and printing in respect of the Advertising Material: If JOLLY has been compelled to remove the Advertising Material by an Authority, the Client shall be liable for:
1. 1. the full amount of the charges under this Sales Contract; and
  2. all costs of removing any advertising that has been posted.
    JOLLY accepts no responsibility for the Advertising Material prepared by or at the request of the Client.
PRE- EMPTIBLE SITES
1. Pre-emptive means a billboard site is contracted to a client on the basis that if another paying party wants to book said site, Jolly may accept this booking by the third party and move the client to any other approved Jolly site OR reinstall the booking on the same site at the end of the full paying party booking.
  The client is not liable for any uninstall, moving or install costs.
SPECIAL EVENTS
1. At JOLLY and NZ government discretion, some sites for some days of the year maybe designated as a “Special Event“.
2. Rate protection of existing bookings does not apply to Special Events.
3. For existing bookings impacted by the designation of a Special Event, the advertiser has 48 hours after notification to confirm whether to:
  a)Retain the campaign period, by paying the difference of the Special Event rate, or
  b)Move to another digital site within the JOLLY digital network (subject to availability) and retain existing discounts, or
  c) Reduce the campaign period, and reduce the rate pro-rata to the Special Event period e.g. for a 7 day booking where the Special Event impacts 1 day, the rate would be reduced by 1/7th.9.10 GENERAL
1. 1. Title: The Sites remain the property of JOLLY at all times. Title to Advertising Material supplied under this Sales Contract remains with JOLLY until all amounts owing by the Client in accordance with this Sales Contract have been paid in full and in cleared funds.
  2. Risk and Insurance: JOLLY is not liable for any damage to the Advertising Material on a Site. The Client is not liable for any damage to the frame of the billboard, except where, in JOLLY reasonable opinion, it is likely that the damage to the frame of the billboard was caused as a result of the Advertising Material.
  3. Grant of Access and Removal: JOLLY has the right to remove Advertising Material that is the subject of this Sales Contract at any stage, if compelled to by an Authority / Landlord. On this event occurring, JOLLY will use reasonable endeavours to find a suitable replacement site. If JOLLY does not find a suitable replacement site in JOLLY discretion, then JOLLY is entitled to cancel that Sales Contract and the Client shall be entitled to an abatement of charges only for the remaining period of this Sales Contract.
  4. Deductions: The Client will not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing at any time to JOLLY. JOLLY may deduct any amount owing by the Client from any amount owing by JOLLY to the Client.
  5. Client’s Warranty and Indemnity:
    1. The Client warrants that no part of any advertisement used on or in connection with this Sales Contract will infringe the rights (including intellectual property rights) of any person or will fail to comply with the Advertising Standards or with any obligation imposed by law or equity. Approval by JOLLY of any artwork or the display of any advertisement on a Site does not constitute a waiver of this warranty.
    2. The Client will indemnify JOLLY for all liabilities, losses, damages, costs, expenses and charges which JOLLY may suffer or incur as a result of any breach of this warranty or as a result of JOLLY being deemed to be a manufacturer of the Advertising Material for the purposes of the Consumer Guarantees Act, Fair trading Act or otherwise liable to any third party in relation to the Advertising Material on a Site.JOLLY Liability:
      1. Except for any express warranty contained in this Sales Contract, all warranties, descriptions, representations or conditions whether implied by statute or otherwise by law, trade, custom or otherwise are expressly excluded to the fullest extent permitted by law.
      2. JOLLY will not be liable in any event for any consequential, indirect or special damage, loss or injury of any kind suffered by the Client (including but not limited to loss of profits or opportunity) even if such loss or damage was foreseeable or JOLLY had been advised of the possibility of it occurring.
      3. If JOLLY should be held liable to the Client, the total liability of JOLLY whether in tort (including negligence), contract or otherwise, for any loss, damage or injury which the Client may suffer or incur as a direct or indirect result of any act or omission of JOLLY will be limited, except where statute expressly requires otherwise, to the lesser of the price paid under the media Sales Contract, and the actual loss or damage suffered by the Client.
      4. JOLLY shall not be responsible for any failure or delay in the performance of this Sales Contract where such failure arises out of any fire, act of god, industrial dispute, strike, lockout, curtailment of cessation of traffic ordered by local or central government, pandemic, contractor negligence, carelessness or any other act or thing beyond JOLLY reasonable control.
  6. Waiver: A waiver by any party of the obligations of the other party under this Sales Contract will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.
  7. Assignment: JOLLY may assign its right or obligations under this Sales Contract to another party. The Client may only assign, transfer or sub-license its rights with the prior written consent of JOLLY. A change in control or beneficial ownership of the Client will be deemed an assignment and will require JOLLY prior written consent in accordance with this clause.
  8. Notices: Any notice given by one party to the other under this Sales Contract will be sufficiently served or made if sent by email, in person or post to the address set out on the front of this Sales Contract. The notice will be treated as having been received by or served upon the recipient party on the third day after the day in which it is posted or on the actual day if sent by email or dropped in person.
  9. No Partnership etc.: Neither party may pledge the credit of the other nor represent itself as being the other party nor an agent, partner or employee of the other party and neither party may hold itself out as such nor as having any power or authority to incur any obligation of any nature, express or implied, on behalf of the other. Nothing in this Sales Contract will be deemed to constitute either party an agent, partner or employee of the other.
  10. Entire Agreement: This Sales Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, correspondence or understandings between them. No express or implied representation or promise given by a JOLLY representative shall bind JOLLY unless contained or embodied in this Sales Contract.
  11. Severability: If at any time JOLLY receives legal advice that any part of this Sales Contract is or is likely to be in breach of the law, void or unenforceable, JOLLY may, at its option, elect to terminate this Sales Contract immediately upon notice to the Client (and without any liability to the Client) or sever that part of this Sales Contract from the remaining terms and conditions and in that case the remaining terms and conditions will apply and be enforceable as though the severed part had not been included in this Sales Contract??
  12. Termination: In the event that:
    1. any amount payable by the Client to JOLLY is overdue or in JOLLY opinion the Client is unlikely to be able to meet its payment or other obligations to JOLLY;
    2. the Client breaches any other term of this Sales Contract or fails to meet any other obligation to JOLLY; or
    3. the Client becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed, or is placed under statutory or official management,
  13. then, in addition to and without prejudice to its other remedies JOLLY will be entitled to, in its absolute discretion:
    1. cancel all or any part of this Sales Contract (and/or any other sales contract which may be in place between the parties for the provision of advertising space at the time any of the events in clause 9.13 take place) which remain unfulfilled;
    2. terminate this Sales Contract (and/or any other sales contract which may be in place between the parties for the provision of advertising space at the time any of the events in clause 9.13 take place) immediately;
    3. require the Client to pay any costs of removal of Advertising Material displayed under this Sales Contract (or any other sales contract which may be in place between the parties for the provision of advertising space at the time any of the events in clause 9.13 take place).
  14. Cancellation: The Client may cancel this Sales Contract at any time up to the date that is 3 months prior to the commencement of the Campaign with 50% of the full media cost payable upon cancellation for the full term of the Sales Contract. If the Sales Contract is within a 3 month start date, 100% cancellation is payable. All cancellation notices or requests must be made in writing and the Client must confirm receipt of the cancellation notice or request with its JOLLY representative.
  15. Amendment: JOLLY may amend these terms and conditions from time to time.
  16. Survival of Certain Terms: Neither termination nor expiry of this Sales Contract will affect the accrued rights and liabilities of the parties at the time of termination or expiry. All indemnities given by the Client will survive termination or expiry of this Sales Contract and termination or expiry will not affect the Client’s obligations to comply with the provisions of this Sales Contract.

DEFINED TERMS:

1. 1. In this Sales Contract:
    1. Accredited Advertising Agency: an agency that has been accredited by JOLLY in accordance with clause 3.
    2. Advertiser: means the owner of the company, product or service being advertised on the site.
    3. Advertising Material: means the Advertising media to be displayed pursuant to this Sales Contract
    4. Agency: means a Client that is signing on behalf of an Advertiser.
    5. Authority: means any body that has statutory and/or contractual rights to exercise control over JOLLY rights to display Advertising Material on the Sites, and includes (but is not limited to) local councils, landlords, Advertising Standards Authority, New Zealand Transport Authority, and regional councils.
    6. Campaign: means Site or package of Sites booked on a single Sales Contract.
    7. Client: means the person or company representing a certain company, product or service and entering into an agreement with JOLLY.
    8. Pre-emptible site: means a site that is booked subject to it being available and not subject to another Sales Contract.
    9. Sales Contract: means this Sales Contract and includes the Schedule (on the front page of this Sales Contract).
    10. Site: A billboard or bus panel that JOLLY is entitled to make available for advertising.