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Licensing & Service Agreement Terms & Conditions

Last updated: 7 September 2026

These Master Licensing & Service Agreement Terms & Conditions (the “Master Terms”) apply to the provision of Loopa, Ad Extend and related advertising, technology, software, media and support services by Signifi Media Pty Ltd, unless otherwise agreed in writing.

This Agreement is made between:

“Customer” means the advertiser, client, portal, publisher, marketplace, agency or other entity identified as the customer in the applicable Order Form; and

“Supplier” means Signifi Media Pty Ltd (ABN 14 605 066 162) of Suite 7 & 8, 298 Vincent Street, Leederville, Western Australia 6007, Australia.

Background

A.The Supplier is an advertising, technology and software development company and provides advertising automation, media buying, campaign management, reporting, software and related services.
B.The Customer wishes to engage the Supplier to provide the Services and, where applicable, a licence to use the Platform and Project Software in exchange for payment of the Fees.

1.Interpretation

1.1.In this Agreement, unless the context otherwise requires:

“Advertising Order” means an instruction or order, whether submitted through the Platform, by API, feed, email, insertion order, order form or other agreed method, to create, purchase, manage or deliver advertising or media.

“Agreement” means these Master Terms together with the applicable Order Form, any Statement of Work, schedules, annexures and other documents expressly incorporated by reference.

“Applicable Laws” means all laws, regulations, regulatory requirements and binding codes applicable to a party, the Services or the processing of data under this Agreement in the relevant jurisdiction from time to time.

“Business Day” means a day on which trading banks are open for business in Western Australia, excluding Saturdays, Sundays and public holidays in Western Australia.

“Campaign Materials” means advertising creative, copy, reports, campaign configurations and other customer-specific materials produced in connection with the Services, but excludes Supplier IP, templates, software, source code, algorithms, automation logic, methodologies, know-how and reusable components.

“Confidential Information” means all non-public commercial, financial, technical, operational, security, customer, pricing, product, software, data and business information disclosed by or on behalf of a party to the other party, whether before or after the commencement of this Agreement, including the existence and commercial terms of this Agreement, but excluding information that:

  1. is or becomes public other than through breach of an obligation of confidence;
  2. was lawfully known to the Receiving Party without restriction before disclosure;
  3. is lawfully obtained from a third party without breach of an obligation of confidence; or
  4. is independently developed without use of the Disclosing Party’s Confidential Information.

“Customer Content” means all content, data, images, logos, trade marks, advertising materials, listings, feeds, files, copy, instructions and other materials supplied or made available by or on behalf of the Customer or its Members.

“Customer Data” means data supplied or made available by or on behalf of the Customer or its Members in connection with the Services, including listing, campaign, account, audience, event and reporting data and any Personal Information contained within that data.

“Fees” means the fees, charges, Platform Licence Fees, support fees, implementation fees, service fees and other amounts payable by the Customer as specified in the applicable Order Form or otherwise agreed in writing.

“Further Term” has the meaning given in clause 2.2.

“Initial Term” means 12 months from the commencement date specified in the applicable Order Form unless a different initial term is expressly stated in that Order Form.

“Insolvency Event” means, in relation to a party, that the party becomes insolvent, enters liquidation or administration, has a receiver, controller or similar officer appointed, enters into an arrangement with creditors, is unable to pay its debts as and when they fall due, or is subject to an analogous event in any jurisdiction.

“Intellectual Property Rights” means all present and future rights in copyright, trade marks, patents, inventions, designs, domain names, database rights, circuit layouts, trade secrets, confidential information, know-how, software, source code, object code, algorithms, processes and all similar or equivalent proprietary rights anywhere in the world, whether registered or unregistered.

“Media Costs” means amounts incurred or payable in connection with third-party advertising inventory, media, data, technology, ad serving, verification, measurement, DSPs, social platforms, search platforms, native platforms, publishers, exchanges, transaction fees, platform fees and other third-party campaign costs.

“Member” means a dealer, agent, office, advertiser, franchisee, customer, user, client or other person or entity authorised by the Customer to access, order or receive the Services.

“Order Form” means the signed Licensing & Service Agreement, proposal, insertion order, commercial agreement, order form or other written document under which the Customer purchases or subscribes to the Services.

“Personal Information” means information or data relating to an identified or reasonably identifiable individual, including any equivalent term under applicable privacy or data protection laws.

“Platform” means Loopa, Ad Extend and any related interface, portal, application, API, software, reporting environment or technology made available by the Supplier in connection with the Services.

“Platform Licence Fees” means the Supplier’s licence, platform or service margin or fee charged in connection with Media Costs or use of the Platform, as specified in the applicable Order Form.

“Project Software” means the Platform and all Supplier software, technology, scripts, APIs, integrations, systems and components used to provide the Services.

“Services” means the services described in the applicable Order Form, Statement of Work or other written scope agreed between the parties, including where applicable advertising automation, campaign creation and management, media buying, audience targeting, dynamic creative, integration, reporting, software access, support and related services.

“Statement of Work” or “SOW” means any statement of work, implementation plan, project scope or similar document agreed in writing between the parties in connection with the Services.

“Supplier IP” means all Intellectual Property Rights owned, developed, licensed or controlled by the Supplier or its Related Bodies Corporate, including the Platform, Project Software, source code, object code, APIs, databases, scripts, templates, dynamic creative systems, automation technology, algorithms, integrations, workflows, methodologies, documentation, know-how and all modifications, enhancements, configurations, adaptations and improvements to them, whether created before or during the Term.

“Term” means the Initial Term and any Further Term.

“Third-Party Platform” means any third-party advertising, media, data, technology, hosting, measurement, analytics, social, search, native, programmatic or other platform used in connection with the Services, including platforms operated by Meta, Google, TikTok, Microsoft, Amazon and other publishers, DSPs, exchanges, SSPs and technology providers.

1.2.In this Agreement, unless the context otherwise requires:
  1. the singular includes the plural and vice versa;
  2. headings are for convenience only and do not affect interpretation;
  3. a reference to legislation includes amendments, replacements and subordinate legislation made under it;
  4. a reference to a party includes its permitted successors and assigns;
  5. “including” and similar expressions are not words of limitation;
  6. a reference to “writing” includes email;
  7. all references to dollars or “$” are to Australian Dollars unless another currency is expressly specified in the applicable Order Form; and
  8. where an obligation falls due on a day that is not a Business Day, it falls due on the next Business Day.

2.Term

2.1.This Agreement commences on the commencement date specified in the applicable Order Form and continues for the Initial Term unless terminated earlier in accordance with this Agreement.
2.2.After the Initial Term, this Agreement automatically renews for successive periods of 12 months (each a “Further Term”) unless either party gives the other not less than 60 days’ written notice before the end of the then-current Term that it does not wish to renew.
2.3.Unless the applicable Order Form states otherwise, either party may also terminate this Agreement for convenience at any time by giving the other party six months’ written notice.
2.4.The parties may conduct an annual commercial and performance review in good faith. Any changes to commercial terms must be agreed in writing or made in accordance with clause 4.

3.Engagement and Provision of Services

3.1.The Customer engages the Supplier, and the Supplier agrees, to provide the Services during the Term in accordance with this Agreement.
3.2.The Supplier will:
  1. provide the Services with reasonable care and skill;
  2. use the Platform, Project Software, Supplier IP and Third-Party Platforms as reasonably required to provide the Services;
  3. comply with Applicable Laws that apply to the Supplier in providing the Services; and
  4. use commercially reasonable efforts to maintain the availability and operation of the Supplier-controlled components of the Platform.
3.3.The Customer must:
  1. provide accurate, complete and timely information, Customer Content, Customer Data, access, approvals and assistance reasonably required for the Services;
  2. ensure that it and its Members use the Services and Platform lawfully and in accordance with this Agreement and applicable Third-Party Platform policies;
  3. maintain the confidentiality and security of login credentials and promptly notify the Supplier of suspected unauthorised access;
  4. obtain and maintain all notices, consents, permissions and legal bases required for the Customer Content and Customer Data supplied to or processed by the Supplier;
  5. ensure that its advertising claims, offers, listings, instructions, products and services comply with Applicable Laws and do not infringe third-party rights;
  6. not provide instructions that would require the Supplier to breach Applicable Laws or a Third-Party Platform’s binding policies; and
  7. promptly review and provide approvals where Customer approval is reasonably required for delivery of the Services.
3.4.The Supplier is entitled to rely on instructions and approvals provided by the Customer’s authorised personnel and is not responsible for delays, errors, additional costs or campaign impacts caused by inaccurate information, delayed approvals, unavailable Customer systems or other acts or omissions of the Customer or its Members.

4.Fees, Media Costs and Payment

4.1.The Customer must pay the Fees, Media Costs and all other amounts specified in the applicable Order Form or otherwise agreed in writing.
4.2.The applicable Order Form controls the commercial pricing for the Customer, including Platform Licence Fees, support fees, onboarding or implementation fees, media margins, minimum fees and any other recurring or one-off charges.
4.3.Unless otherwise stated in the applicable Order Form:
  1. invoices are payable within 14 days of issue;
  2. the Supplier may require a valid credit card or other approved payment method to be kept on file;
  3. the Supplier may charge an authorised payment method for overdue undisputed invoices;
  4. late payments bear interest at 1.5% per month, calculated daily from the due date until payment; and
  5. the Customer must reimburse the Supplier for reasonable third-party debt recovery and legal costs incurred in recovering overdue undisputed amounts.
4.4.The Supplier may suspend access to the Platform, suspend Services and/or pause Advertising Orders if an undisputed invoice remains unpaid for 45 days after the date of a correctly rendered invoice. The Supplier may suspend earlier where reasonably necessary to prevent further material Media Costs being incurred on behalf of a Customer that has failed to pay overdue amounts, provided reasonable notice is given where practicable.
4.5.Media Costs are variable and may be affected by auctions, exchange rates, inventory availability, platform fees, taxes, transaction costs, audience demand and Third-Party Platform pricing. Campaign delivery may therefore result in reasonable over-delivery or under-delivery against an individual campaign or package. Where campaigns are managed as part of an aggregated media program, underspend and overspend may be balanced across campaigns and periods unless otherwise agreed in writing.
4.6.An Advertising Order cannot be cancelled or refunded to the extent media, inventory, data, technology or other third-party costs have already been purchased, committed, delivered or become non-refundable. The Supplier will use reasonable efforts to stop future delivery after receiving a valid cancellation instruction.
4.7.Additional customisation, development, integration, creative, support or other work outside the agreed scope will be charged at the applicable rate set out in the Order Form, SOW or written quotation approved by the Customer.
4.8.The Supplier may revise Fees at the commencement of a Further Term by giving reasonable written notice before that Further Term. The Supplier may also pass through increases in Third-Party Platform, media, data, inventory, tax, regulatory or technology costs on reasonable written notice where those costs are outside the Supplier’s control.
4.9.Unless expressly stated otherwise, Fees do not include Media Costs, taxes, duties, levies, bank charges, foreign exchange charges or other third-party costs.

5.Change Requests

5.1.Either party may propose a change to the Services, scope, integration, implementation or deliverables by written request.
5.2.Where a requested change affects cost, timing, resources, technical requirements or scope, the Supplier may provide a quotation, SOW or change request setting out the applicable changes.
5.3.The Supplier is not required to commence material out-of-scope work until the parties have agreed the relevant scope and charges in writing.

6.Intellectual Property Rights and Licence

6.1.The Supplier owns and retains all right, title and interest in and to the Supplier IP. Nothing in this Agreement transfers ownership of Supplier IP to the Customer.
6.2.All modifications, enhancements, configurations, integrations, developments, derivative works, improvements, workflows, functionality and know-how relating to the Platform, Project Software or Supplier IP created or developed in connection with the Services form part of the Supplier IP, even where developed for or with input from the Customer, unless the parties expressly agree otherwise in writing.
6.3.The Customer owns or retains its rights in the Customer Content and Customer Data. The Customer grants the Supplier and its subcontractors a non-exclusive, worldwide, royalty-free licence during the Term, and for any reasonable transition, record-retention or legal compliance period, to host, copy, process, modify, transmit, distribute and otherwise use Customer Content and Customer Data solely as reasonably necessary to provide, secure, support and administer the Services and comply with law.
6.4.Subject to payment of the Fees and compliance with this Agreement, the Supplier grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to access and use the Platform and Project Software solely for the Customer’s internal business purposes and the authorised use of its Members.
6.5.The Customer must not, and must not permit any third party to:
  1. copy, sell, resell, sublicense, distribute or commercially exploit the Platform or Project Software except as expressly permitted by the applicable Order Form;
  2. reverse engineer, decompile, disassemble or attempt to derive source code, algorithms or underlying structure from the Platform or Project Software, except to the limited extent such restriction is prohibited by law;
  3. remove or alter proprietary notices;
  4. use the Supplier IP to develop or assist a competing product or service; or
  5. access the Platform in an unauthorised manner or interfere with its integrity, security or operation.
6.6.To the extent the Supplier creates Campaign Materials specifically for the Customer and the applicable Fees have been paid, the Customer may use those Campaign Materials for its business and advertising purposes. This right does not transfer ownership of any Supplier IP incorporated into or used to produce those Campaign Materials.
6.7.The Supplier remains free to use, develop, licence, commercialise and provide its Supplier IP, general skills, ideas, techniques, concepts, processes and know-how for other customers and purposes, provided it does not disclose the Customer’s Confidential Information.

7.Confidentiality

7.1.Each party receiving Confidential Information (“Receiving Party”) must keep the other party’s Confidential Information confidential and must use it only for the purposes of performing or receiving the Services and exercising rights under this Agreement.
7.2.A Receiving Party may disclose Confidential Information only:
  1. to its employees, officers, contractors, professional advisers, insurers and service providers who need to know it and are subject to obligations of confidentiality;
  2. with the Disclosing Party’s written consent; or
  3. where required by law, court order, regulator or applicable stock exchange rule, provided the Receiving Party gives prior notice where legally permitted and discloses only what is required.
7.3.Each party must take reasonable steps to protect the other party’s Confidential Information against unauthorised access, use or disclosure.
7.4.On expiry or termination, a party must, on reasonable written request, return or destroy the other party’s Confidential Information, except to the extent retention is required by law, professional standards, insurance, audit, security, legitimate record-keeping or routine backup procedures. Any retained Confidential Information remains subject to this clause.
7.5.The obligations in this clause survive expiry or termination of the Agreement. Trade secrets remain protected for so long as they remain trade secrets, and other Confidential Information remains protected for five years after expiry or termination.
7.6.Nothing in this clause prevents a party from seeking injunctive or other urgent equitable relief for an actual or threatened breach of confidentiality.

8.Privacy, Data and Security

8.1.Each party must comply with the privacy and data protection laws applicable to it in connection with the Services.
8.2.The Customer is responsible for ensuring that it has all necessary rights, notices, consents and lawful bases to collect, use and disclose Customer Data to the Supplier and to permit the Supplier and relevant Third-Party Platforms to process that data for the Services.
8.3.The Supplier will implement reasonable technical and organisational safeguards appropriate to the nature of the Services and the data processed.
8.4.Where applicable privacy or data protection law requires the parties to enter into a separate data processing agreement, the parties will execute an appropriate data processing agreement. A separate signed data processing agreement prevails over this clause to the extent of any inconsistency in relation to the processing of Personal Information.
8.5.The Customer acknowledges that the Services may involve Third-Party Platforms that process data under their own terms, policies and data processing arrangements. The Customer is responsible for reviewing and complying with those requirements to the extent they apply to the Customer’s use of those platforms.

9.Third-Party Platforms and Media Services

9.1.The Customer acknowledges that material components of the Services depend on Third-Party Platforms that are not owned or controlled by the Supplier.
9.2.The Supplier does not warrant or guarantee:
  1. the availability, uptime, security or continued operation of any Third-Party Platform;
  2. that a Third-Party Platform will approve, accept or continue to run any advertisement, account, audience, integration or campaign;
  3. that a Third-Party Platform will maintain any particular API, feature, targeting option, reporting metric, inventory source, attribution method or policy;
  4. any particular CPM, CPC, CPA, reach, impression volume, conversion rate, lead volume, revenue, ranking or other campaign outcome; or
  5. that Third-Party Platform algorithms, auction conditions, attribution methods or policies will remain unchanged.
9.3.The Supplier is not liable for loss, delay, reduced performance, suspension or interruption caused by a Third-Party Platform outage, account restriction, ad rejection, policy change, API change, algorithm change, inventory shortage, data restriction, cyber incident or other act or omission outside the Supplier’s reasonable control.
9.4.Where a Third-Party Platform materially changes or withdraws functionality required for the Services, the Supplier may modify the method of delivery, substitute a reasonably comparable service or channel, adjust scope or pricing where reasonably necessary, or discontinue the affected component of the Services on reasonable notice.

10.Warranties and Disclaimers

10.1.Each party warrants that it has authority to enter into and perform this Agreement.
10.2.The Supplier warrants that it has the right to grant the licences expressly granted by it under this Agreement and will provide the Services with reasonable care and skill.
10.3.The Customer warrants that:
  1. it has all rights and permissions necessary to provide the Customer Content and Customer Data and to authorise their use under this Agreement;
  2. the Customer Content, Customer Data, advertising claims, products, services and instructions supplied by it will not knowingly infringe third-party rights or breach Applicable Laws; and
  3. it will comply with applicable advertising, consumer, privacy, marketing and industry requirements relating to its business and campaigns.
10.4.Except for warranties expressly stated in this Agreement and any guarantee, warranty or right that cannot lawfully be excluded, the Services and Platform are provided on an “as available” basis and all other implied warranties, representations and conditions are excluded to the maximum extent permitted by law.
10.5.The Customer acknowledges that advertising and marketing performance is affected by numerous factors outside the Supplier’s control and the Supplier does not guarantee any particular commercial, advertising, sales, lead, audience or financial result.

11.Liability and Indemnities

11.1.Each party must take reasonable steps to mitigate any loss or damage for which it seeks recovery under this Agreement.
11.2.To the extent permitted by law, a party’s liability is reduced proportionately to the extent that the other party’s act, omission, negligence or breach contributed to the relevant loss or damage.
11.3.The Customer indemnifies the Supplier and its officers, employees and contractors against third-party claims, losses, liabilities, penalties, damages and reasonable costs to the extent arising from:
  1. Customer Content or Customer Data supplied by or on behalf of the Customer;
  2. an allegation that Customer Content, Customer Data, the Customer’s products, services, listings or advertising claims infringe a third party’s rights or breach Applicable Laws;
  3. the Customer’s failure to obtain required notices, permissions, consents or lawful bases for Customer Data;
  4. the Customer’s or a Member’s misuse of the Platform or Services; or
  5. instructions given by the Customer that the Supplier has implemented in accordance with this Agreement, except to the extent the claim was caused by the Supplier’s negligence, wilful misconduct or breach of this Agreement.
11.4.A party seeking the benefit of an indemnity must promptly notify the indemnifying party of the relevant third-party claim, provide reasonable assistance at the indemnifying party’s cost and permit the indemnifying party to control the defence and settlement, provided that no settlement may impose an admission of liability, ongoing obligation or material non-monetary restriction on the indemnified party without its consent, not to be unreasonably withheld.

12.Limitation of Liability

12.1.To the maximum extent permitted by law, the Supplier’s aggregate liability to the Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, indemnity or otherwise, is limited to the Fees paid or payable by the Customer to the Supplier under this Agreement in the calendar month immediately preceding the event giving rise to the claim.
12.2.The limitation in clause 12.1 does not apply to liability to the extent it cannot lawfully be limited or excluded.
12.3.To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, exemplary or consequential loss, or for any loss of profit, revenue, business, opportunity, anticipated savings, goodwill, reputation or data, whether direct or indirect, arising out of or in connection with this Agreement.
12.4.Without limiting clauses 9 and 12.3, the Supplier is not liable for losses arising from:
  1. Third-Party Platforms or other matters outside the Supplier’s reasonable control;
  2. campaign performance or advertising auction outcomes;
  3. Customer instructions, Customer Content or Customer Data;
  4. unauthorised use of Customer credentials where the Supplier has not caused the unauthorised access;
  5. Customer systems, integrations, feeds, APIs or infrastructure; or
  6. the Customer’s failure to follow reasonable instructions or maintain required consents, permissions or compliance measures.
12.5.Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other Applicable Law that cannot lawfully be excluded, restricted or modified. Where permitted by law, the Supplier’s liability for breach of such a guarantee is limited, at the Supplier’s option, to re-supplying the Services or paying the reasonable cost of having the Services supplied again.

13.Suspension and Termination

13.1.Either party may terminate this Agreement immediately by written notice if the other party:
  1. suffers an Insolvency Event; or
  2. commits a material breach that is incapable of remedy.
13.2.Either party may terminate this Agreement by written notice if the other party commits a material breach capable of remedy and fails to remedy that breach within 30 days after receiving written notice requiring it to do so.
13.3.The Supplier may suspend the Services immediately where reasonably necessary to:
  1. respond to a security threat, suspected fraud, unlawful activity or material misuse of the Platform;
  2. comply with Applicable Law or a binding requirement of a Third-Party Platform;
  3. protect the Supplier, the Customer, other customers or third parties from material harm; or
  4. exercise its rights under clause 4.4.
13.4.Where reasonably practicable, the Supplier will notify the Customer of a suspension and work with the Customer to restore the affected Services once the reason for suspension has been resolved.
13.5.Termination or expiry does not affect accrued rights or liabilities.
13.6.On termination or expiry:
  1. the Customer must pay all outstanding Fees, Media Costs and other amounts properly due up to the effective date of termination, including non-cancellable third-party commitments;
  2. the licence granted to the Customer under clause 6.4 ends;
  3. each party must comply with clause 7.4 in relation to Confidential Information; and
  4. the Supplier may disable the Customer’s access to the Platform after any reasonable transition period agreed between the parties.
13.7.Clauses which by their nature are intended to survive termination or expiry survive, including clauses relating to payment, Intellectual Property Rights, confidentiality, privacy, indemnities, liability, dispute resolution and governing law.

14.Dispute Resolution

14.1.A party claiming that a dispute has arisen in connection with this Agreement must give the other party written notice describing the dispute.
14.2.The parties must first attempt in good faith to resolve the dispute through discussions between representatives with authority to settle it.
14.3.If the dispute has not been resolved within 20 Business Days after notice under clause 14.1, either party may refer the dispute to mediation administered by the Resolution Institute in accordance with its applicable mediation rules, with the mediation to take place in Perth, Western Australia unless the parties agree otherwise.
14.4.The parties will share the mediator’s fees equally and otherwise bear their own costs of mediation.
14.5.Nothing in this clause prevents either party from seeking urgent interlocutory, injunctive or equitable relief from a court at any time.
14.6.During a dispute, the parties must continue performing their undisputed obligations where reasonably practicable.

15.Publicity

15.1.Neither party may issue a press release or public announcement specifically about the contractual relationship without the other party’s prior written approval, except where disclosure is required by law or an applicable stock exchange rule.
15.2.With the Customer’s written consent, the Supplier may display the Customer’s name and logo in customer lists, case studies and marketing materials. Approval may be given in the applicable Order Form, by email or by other written communication.

16.GST and Taxes

16.1.Unless expressly stated otherwise, amounts payable under this Agreement are exclusive of GST and any similar sales, value-added or consumption tax.
16.2.If GST is payable on a taxable supply under this Agreement, the recipient must pay the supplier an additional amount equal to the GST payable at the same time as the underlying consideration, subject to receipt of a valid tax invoice where required.
16.3.The Customer is responsible for taxes, duties, levies or withholding obligations imposed in its jurisdiction in connection with payments under this Agreement, except taxes imposed on the Supplier’s net income. The Customer must not deduct or withhold amounts from payments except where required by law.

17.Notices

17.1.A notice under this Agreement may be delivered by hand, prepaid post or email to the contact details stated in the applicable Order Form or to any replacement contact details notified in writing.
17.2.An email notice is deemed received when it enters the recipient’s information system without an automated delivery failure message, provided that an email received after 5:00 pm or on a non-Business Day is deemed received at 9:00 am on the next Business Day.
17.3.A notice sent by prepaid post within Australia is deemed received on the third Business Day after posting. International post is deemed received on the seventh Business Day after posting.

18.Force Majeure

18.1.Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money already due, to the extent caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil disturbance, industrial action, telecommunications or internet failure, cyberattack not caused by that party’s failure to take reasonable precautions, utility outage, governmental action, or material failure of a Third-Party Platform or service provider.
18.2.The affected party must use reasonable efforts to mitigate the effect of the event and resume performance as soon as reasonably practicable.

19.Order of Precedence

19.1.If there is any inconsistency between documents forming the Agreement, the following order of precedence applies, from highest to lowest:
  1. the applicable signed Order Form or Licensing & Service Agreement;
  2. a signed SOW or written variation that expressly states it varies this Agreement;
  3. any applicable signed Data Processing Agreement, but only in relation to privacy and processing of Personal Information;
  4. these Master Terms; and
  5. any other schedule, annexure or document incorporated by reference.
19.2.A Customer purchase order, supplier onboarding form or other Customer-issued administrative document does not vary this Agreement unless the Supplier expressly agrees in writing that the relevant term is intended to amend this Agreement.

20.General

20.1.Governing law. This Agreement is governed by the laws of Western Australia, Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia and courts entitled to hear appeals from those courts.
20.2.Assignment. The Customer must not assign, novate or transfer this Agreement or any right under it without the Supplier’s prior written consent, not to be unreasonably withheld. The Supplier may assign or novate this Agreement to a Related Body Corporate or as part of a sale, merger, restructure or transfer of all or substantially all of the business or assets to which the Services relate, on written notice to the Customer.
20.3.Subcontractors. The Supplier may use employees, Related Bodies Corporate, contractors, infrastructure providers and specialist subcontractors to provide the Services, but remains responsible for performance of its contractual obligations except to the extent this Agreement expressly allocates responsibility to a Third-Party Platform.
20.4.Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship or agency, except to the limited extent the Customer expressly authorises the Supplier to purchase or manage media on the Customer’s behalf.
20.5.Waiver. A waiver is effective only if in writing. A failure or delay in exercising a right does not waive that right.
20.6.Severability. If a provision is illegal, invalid or unenforceable, it is to be read down to the minimum extent necessary to make it enforceable or, if that is not possible, severed without affecting the remainder of the Agreement.
20.7.Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, representations and understandings relating to that subject matter, except for fraud or fraudulent misrepresentation.
20.8.Electronic execution. The Agreement may be accepted or executed electronically and in counterparts, each of which is deemed an original and together constitute one instrument.
20.9.Amendments to signed commercial terms. The Fees, Term, scope and other commercial terms in a signed Order Form may only be amended in writing by authorised representatives of both parties, except for pass-through cost adjustments expressly permitted under clause 4.8.
20.10.Updates to these Master Terms. The Supplier may publish an updated version of these Master Terms from time to time. Unless required earlier by law or agreed in writing, a material update will apply to an existing Customer from the beginning of its next Further Term after the Supplier gives reasonable notice of the update. The version in effect when an Order Form is signed applies during the then-current Term unless the parties agree otherwise in writing.
20.11.Further assurances. Each party must do all things reasonably necessary to give effect to this Agreement.
20.12.Costs. Each party bears its own costs of negotiating and entering into this Agreement.

Schedule 1 – Service Framework

1. Services

The specific Services supplied to a Customer are those stated in the applicable Order Form or SOW. Depending on the Customer’s package and integration, the Services may include:

  • advertising automation and campaign creation;
  • media buying and campaign management across supported digital channels;
  • social, search, native, programmatic display, video and other supported media;
  • dynamic creative and template-based advertising;
  • audience creation, targeting and retargeting where legally and technically permitted;
  • data feed, API, script, pixel and platform integrations;
  • campaign reporting, dashboards and data feeds;
  • ad operations, account management, support and training;
  • creative production and adaptation where included in scope; and
  • other related advertising, technology and software services agreed in writing.

2. Service Limitations and Maintenance

The Supplier may perform scheduled or emergency maintenance to the Platform. Where reasonably practicable, the Supplier will schedule material planned maintenance to minimise disruption and provide advance notice where the maintenance is expected to materially affect access.

The Customer acknowledges that the Services rely on Third-Party Platforms and internet, hosting, telecommunications, media, data and technology services that may be unavailable or changed from time to time. Clauses 9 and 18 apply to those dependencies.

3. Advertising Orders and Media

Advertising Orders may be submitted through the Platform, an API, data feed, insertion order, email, batch process or other agreed workflow. The Customer authorises the Supplier to implement Advertising Orders submitted through an agreed and authorised method.

Campaign budgets, channels, durations, targeting, media mix, pricing and delivery models may vary by Customer, Member, product, market and package and are governed by the applicable Order Form, campaign configuration or Advertising Order.

4. Integrations and Customer Systems

Where the Services require integration with Customer systems, the Customer must provide reasonable technical access, data, APIs, feeds, scripts, documentation, test environments and personnel required for implementation and ongoing operation.

The Customer is responsible for the availability, accuracy, security and lawful operation of Customer-controlled systems and data sources.

5. Customer Data and Advertising Compliance

The Customer is responsible for ensuring that its websites, applications, consent mechanisms, privacy notices and data collection practices satisfy Applicable Laws and the requirements of relevant Third-Party Platforms.

Where pixels, tags, APIs, conversion events, customer lists, audience data or similar technologies are used, the Customer must ensure it has provided all notices and obtained all consents or other legal bases required for that use.

6. Fees

Please refer to the applicable Order Form or Licensing & Service Agreement.

Commercial terms may include onboarding, implementation, creative, support, Platform Licence Fees, media margins, minimum monthly fees, development rates and other agreed charges. Where there is any inconsistency between this Schedule and the applicable Order Form, the Order Form prevails.

7. Support and Additional Services

Support inclusions, support hours, service levels and rates for additional work are those stated in the applicable Order Form, SOW or quotation. Work outside the agreed scope requires Customer approval where additional charges will apply.

8. No Guaranteed Advertising Outcome

The Supplier will use reasonable skill and care in delivering campaigns, but advertising is inherently variable. Unless expressly guaranteed in a signed Order Form, metrics, forecasts, estimates and projections are indicative only and do not constitute a guarantee of impressions, clicks, leads, conversions, sales, revenue, return on advertising spend or other outcome.