Luxon Advertising Ltd. standard terms and conditions creative
1. PROPOSALS, PRELIMINARY WORK AND CONCEPT DEVELOPMENT
(a) Work carried out, whether experimentally or otherwise, at clients’ request will be charged for at Luxon Advertising Ltd prevailing hourly rates.
(b) All advertising material, promotional game concepts, designs and ideas are submitted to clients in accordance with these terms and conditions and on the understanding they will be considered in strictest confidence and that no use shall be made by any company or person of the advertising material, game concepts, design and ideas, or any variation thereof (whether implemented or not), nor will any disclosure be made to any third party, without the express prior written consent of Luxon Advertising Ltd. Designs, formats, and mechanics illustrated on visuals supplied with or without a proposal, are the property of Luxon Advertising Ltd and are provided as initial examples of possible executions of the basic proposed concepts, designs and ideas.
2. EXCLUSIVE OWNERSHIP OF INTELLECTUAL PROPERTY
(a) Luxon Advertising Ltd retains the ownership of all premiums, prizes, promotions or game concepts and any development of such products devised by them or proposed by them whether verbally or in writing.
(b) Luxon Advertising Ltd reserves the right to offer such premiums, prizes, promotions or game concepts or similar products to other customers.
(c) All Luxon Advertising Ltd concepts and games are copyright and may also be protected by exclusive agreements with third parties including sports unions and/or T.V. networks, overseas associates and registered brands and properties.
(d) All print, plates, proofs, negatives, positives and computer software for sales promotions shall remain the property of Luxon Advertising Ltd unless otherwise agreed in writing.
(e) All intellectual property and all protectable rights conceived or produced in the course of producing and performing any proposal or work for clients shall belong to Luxon Advertising Ltd. “Intellectual Property” and “Protectable Rights” shall include all copyright, patents, designs, trademarks (registered or unregistered), trade names, logos and know how.
(f) Subject to payment in full the client shall own any non-sales promotional materials including: logos, stationery design, photographic images, brochures, advertisements, radio and television commercials, videos and web sites.
3. ARTWORK PROOFS AND CLIENT’S CORRECTIONS
(a) Including alterations in style and layout and the cost of additional proofs necessitated by such corrections, will be charged extra. Proofs of all work may be submitted for clients’ approval, and in that event no responsibility will be accepted for any errors in them not corrected by the client.
(i) Proofs if specified will be submitted and corrections, if any, are to be made thereon and to be returned marked “O.K.” or “O.K. with corrections” and signed and dated with name or initials of persons duly authorised to pass on same.
(ii) If revised proofs are desired, request must be made when proof is returned.
(iii) Luxon Advertising Ltd is not responsible for errors if work is printed or produced as per clients’ “O.K.”.
(iv) Luxon Advertising Ltd shall not be responsible for errors if the client has not ordered or has refused to accept proofs or has failed to return proofs with indication of changes or has instructed suppliers to proceed without submission of or sighting of proofs.
(b) Luxon Advertising Ltd reserves the right to proceed with work without submission of proof or without approval of proof submitted if:
(i) in its opinion a delay would prejudice the production schedule; or
(ii) Luxon Advertising Ltd is instructed to do so by the client In such event, no responsibility will be accepted by Luxon Advertising Ltd for any errors.
4. COLOUR PROOFING
Because of the difference in equipment and conditions between the colour proofing and press-room conditions, a reasonable variation in colour between colour proofs and the completed job shall constitute an acceptable delivery. Special inks and proofing stocks will be forwarded to clients’ suppliers upon request at current rates
5. PRESS PROOFS
An extra charge will be made for press proofs, unless the customer is present when the work is made ready on the press, so that no press time is lost. If the press is standing waiting for customer’s O.K. the customer will be charged at current rates for the time consumed
6. VARIATIONS IN QUANTITY
On all orders a variation in quantity either way, not exceeding 10%, shall be accepted as a fulfilment of the client’s order and shall be paid for proportionately.
7. VARIATION OF MATERIALS
Luxon Advertising Ltd does not guarantee against variation in shade, finish strength, weight or cleanliness of papers or other materials on which all advertising/promotional material, game cards, prizes and premiums are produced.
(a) Upon delivery of work and notification by Luxon Advertising Ltd that the work has been completed, final payment shall become due in terms of clause 4.
(b) Should expedited delivery be agreed and necessitate overtime or other additional costs, an extra charge may be made.
(c) Should work be suspended at the request of, or delayed through any default of the client for a period of thirty days, then Luxon Advertising Ltd shall be entitled to payment for work already carried out and materials specially ordered.
(d) All shipments and deliveries of advertising/promotional material (i.e. printed matter, electronic, signage, premiums and prizes etc) are at client’s risk. Luxon Advertising Ltd shall endeavour to meet all shipping deadlines or dates, but failure by Luxon Advertising Ltd in this respect shall not give rise to any claim, action or cost against Luxon Advertising Ltd.
(e) Accepted orders may not be revoked in whole or in part and no goods shall be returned by a client unless such return is authorised by Luxon Advertising Ltd in writing.
(f) Clients shall be deemed to have accepted goods, and any right to reject or to any other remedy shall be deemed to have expired twenty days after final invoice date.
(g) If within twenty days after final invoice, Luxon Advertising Ltd is notified in writing of a claim or dispute the client shall promptly allow Luxon Advertising Ltd to examine the relevant goods. Failure to do so constitutes acceptance and a waiver of all claims for defects. If Luxon Advertising Ltd determines the claim to be valid, it will reprint or replace defective goods within a reasonable time.
(h) Luxon Advertising Ltd shall not be liable under any circumstances for any consequential, incidental or other such damages, including those that might arise from any defective goods, from late delivery of goods, or from other causes. Luxon Advertising Ltd’s sole responsibility, and the client’s sole and exclusive remedy, shall be limited to the repair or replacement of such defective goods by Luxon Advertising Ltd.
9. CLIENT FURNISHED MATERIALS
Clients’ furnished materials shall be manufactured, packed and delivered to Luxon Advertising Ltd specifications. Additional cost due to delays or impaired production caused by specification deficiencies shall be charged to the client.
Quotations and terms of payment
10. ORDERS, QUOTES AND PREVALENCE OF TERM
(a) Quotations are based on current production costs and are subject to amendment by us on or at any time after acceptance to meet any rise or fall in such costs.
(b) Luxon Advertising Ltd accepts orders only on these conditions and these conditions shall prevail over any conditions specified by the terms of any order placed by a client.
(c) These terms and conditions shall have effect and prevail over any other custom, usage or course of dealing standards in the advertising industry.
(d) A client’s order supplied pursuant to a quotation replaces any previous order for the same work and goods.
(e) Unless otherwise stated herein, the price quoted is for a continuous shipment, F.O.B. our premises. The accuracy of quantities indicated on invoices and delivery notes cannot be guaranteed.
11. GOODS & SERVICES TAX
All prices are exclusive of GST unless otherwise indicated.
12. PAYMENT TERMS
(a) PART PAYMENT - Fifty per cent of the total quoted price is due on acceptance of quotation.
(b) The client will be liable for the remaining 50% of the payment of all work completed and advertising ordered by it by the due date, where:
(i) the due date is the last day of the month following the month in which either the work was completed or such advertising was published or broadcast, except;
(ii) where the due date determined in accordance with clause 13(b)(i) of these terms and conditions is a Saturday, Sunday or Public Holiday then the due date shall be the next business day.
(c) If Luxon Advertising Ltd is appointed to administer any part of a game including prize distribution on behalf of the customer, preparation of or issue of rules or winners lists verifying or rejecting claims or similar work then, unless otherwise agreed in writing, that work shall be charged extra at Luxon Advertising Ltd’s prevailing rates with all disbursements.
(d) PAYMENT DEFAULT - Where a client defaults on payment, it will be liable for:
(i) The payment of interest on any amounts outstanding from the due date until payment at the rate of 20% per annum above the ASB Bank Bank Ltd in New Zealand base rate for commercial loans from time to time, compounded quarterly and;
(ii) The reimbursement of any costs incurred by Luxon Advertising Ltd in taking reasonable steps to recover amounts owing from the client.
(iii) As security for payment of any sum due or to become due under the terms of any agreement, Luxon Advertising Ltd shall have the right, if necessary, to retain possession of, and shall retain ownership of all clients’ work, including work in progress and finished work, until paid in full for that work
(a) Where a game insurance has been arranged with a Lloyds Underwriter all premiums shall be payable by the client.
(b) Where Luxon Advertising Ltd is to arrange game insurance it shall use their best endeavours to do so and any order shall not be dependent on such insurance being obtained.
Liability, disclaimer, indemnity
(a) Luxon Advertising Ltd shall not be liable for:
(i) any incorrect media placement arising from an error by the publisher, telecaster or broadcaster concerned; and
(ii) statistical forecasts of levels of personal future viewing and listening differing from actuals. In such circumstances and where appropriate, Luxon Advertising Ltd will use its best endeavours to arrange for any errors or omissions to be rectified by the media concerned with “make good” insertions, spots or appearance or payment credits as the case may be.
(a) Luxon Advertising Ltd shall not be liable in respect of any additional costs or claims arising as a result of:
(i) Changes in artwork requested or any errors or omissions caused by the client subsequent to submission to the client and after the client’s approval has been given.
(ii) Cancellation of any media bookings or reprinting required subsequent to the client’s approval of schedules and proofs or subsequent to the early termination of any game by the client for any reason.
(iii) Lack of security or mishandling of any material including game cards, prizes and premiums by the client or any agent of the client after receipt thereof.
(b) Luxon Advertising Ltd will use its best endeavours to provide accurate prize and redemption figures and mathematical forecasts relating to probability and non -probability games. Owing to the nature of the mathematical rules relating to probabilities, Luxon Advertising Ltd does not give any guarantees or warranties in relation thereto, and the client and any agent of the client accept all Luxon Advertising Ltd probability games forecasts and prize redemption figures (whether given for insurance or any other purpose) on the basis that there is no recourse of any kind against Luxon Advertising Ltd. It is recorded that all figures supplied are based on predictive statistical theory and allowance should be made for environmental factors, production issues and unpredictable human behaviour.
(c) When a promotional game is linked to a Motion Picture or TV programme theme Luxon Advertising Ltd shall not be held responsible for any revised or cancelled Release or Premier date or changes to a relevant TV programme schedule.
(a) The client shall indemnify and hold harmless Luxon Advertising Ltd from any penalty, loss, cost, expenses or damages on account of any and all manner of claims, demands, actions and proceedings that may be instituted against Luxon Advertising Ltd on grounds alleging that Luxon Advertising Ltd has violated any copyright or any proprietary right of any person or company, or that any work contains any matter that is libelous or scandalous, or invades any persons’ right to privacy or other personal or proprietary rights or reputation, or is in any way illegal or in breach of a third party’s or parties’ rights.
(b) The client agrees to promptly, at the client’s own expense, defend and continue the defence of any such claim, demand, action or proceeding that may be brought against Luxon Advertising Ltd, provided that Luxon Advertising Ltd shall promptly notify the client with respect thereto, and provided further that Luxon Advertising Ltd shall give the client such reasonable time as the urgency of the situation may permit in which to undertake and continue the defence thereof.
17. FORCE MAJEURE
Every effort will be made to carry out the contract, but its due performance is subject to cancellation by Luxon Advertising Ltd or to such variation as may be found necessary as a result of inability to secure labour, materials, or supplies or as a result of any act of God, war, strike, lockout or other labour dispute, fire, flood, drought, legislation or other cause (whether of the foregoing class or not) beyond Luxon Advertising Ltd’s control.
18. The client warrants that it will only distribute, display or advertise Game Pieces, images, photographs, promotional printed and broadcast material in those areas where it may lawfully do so and only in a lawful manner and as is agreed with Luxon Advertising Ltd.
19. The client agrees that the goods and services the subject of this contract are acquired from Luxon Advertising Ltd for the purpose of a business and that the provisions of the Consumer Guarantees Act 1993 do not apply. These conditions and all other terms of the contract shall be governed and construed in accordance with the law of New Zealand. Luxon Advertising Ltd Terms and conditions.