•by Green Friday Team
These Retailer Advertising Terms and Conditions (Advertising T&Cs) will apply to you if you are seeking to advertise your business on a website (Site) provided by Green Friday Pty Ltd ACN 651 461 666 (Green Friday).
In these T&Cs, “we” “us” and “our” refers to Green Friday.
1.1 Green Friday owns, runs and carries on the business of providing an online sustainability focused content platform, being the Site, which runs various environmentally friendly Events Throughout the year. The Site enables retailers, service providers and sponsors to advertise their businesses (including their products and services) to potential customers (Advertising Services).
1.2 You are either a:
(a) retailer or service provider and wish to connect to customers using the Advertising Services and the Site; or
(b) sponsor and wish to:
(i) support Green Friday, the Green Friday 2023 program and/or the Site generally; and
(ii) connect to customers using the Advertising Services and the Site.
1.3 By using the Advertising Services through our Site, you acknowledge and agree that you have had sufficient a chance to read and understand these Advertising T&Cs and you agree to be bound by them. If you do not agree to them, please do not use the Advertising Services or the Site.
1.4 We may charge you fees for the Advertising Services from time to time.
2.1 Terms governing this agreement
We will provide the Advertising Services to you in accordance with these Advertising T&Cs.
2.2 Previous agreements
This agreement replaces all previous agreements (whether verbal, written, or otherwise) between the parties relating to the Advertising Services.
2.3 Independent contractor
You are an independent contractor, and you are not an employee or general agent of ours. You are solely responsible for any payment of income tax, superannuation, payroll tax and any other administrative or operational function in relation to running your business or your relationship with us.
3.1 Subject to your compliance with these Advertising T&Cs, we will publish advertisements for your business on our Site in relation to various programs and may charge you fees from time to time. This will generally include publishing links to your website, which customers accessing our Site may access by clicking on the relevant advertisement.
3.2 Green Friday is the provider of the Site only. You acknowledge that we do not own, create, offer, use, provide, control, manage, offer, deliver, or supply any goods for purchase. You are responsible for goods that are available for sale on your website, and the information provided in the advertisement about your business on our Site.
3.3 By publishing advertisements for your business, we are simply acting as a mere referrer and accordingly, we have not investigated or verified your website, which will be linked to or from this Site. You acknowledge that:
(a) any sales arrangement between you and a customer that has been referred by us to your website will be governed by your own general terms and conditions that you have provided to the customer (at the time of the sale);
(b) you will be liable for any claims that arise out of a customer’s access of your website or purchase of your goods; and
(c) our role in this arrangement will be limited to referring the customer to your website through a link that can be accessed through the Site and accordingly, we will not be a party to any sales arrangement that exists between you and the customer that we have referred.
3.4 You must cooperate with us in all reasonable respects in connection with the provision of the Advertising Services.
3.5 Unless otherwise specified by us in writing, we do not guarantee any particular placement or position for your business on our Site. You acknowledge that we have total control over the content, look and layout of the Site and any associated marketing materials. We reserve the right, in our absolute discretion, to remove any content at any time for any reason.
4.1 We may charge you fees for the Advertising Services for programs that we run from time to time. Our fees will be in the form of a:
(a) subscription fee, placement fee, which will be charged for the placement of your business branding on the Site and associated marketing materials; and/ or
(b) referral fee for each referral that we make to your website.
4.2 The applicable fee and/or referral fee (for each referral) will be specified to you in the Fee Schedule (as amended from time to time).
4.3 The fee is payable by instalments as follows:
(a) 50% of the fee is due within 14 days of you being provided with the Fee Schedule
(b) The remaining 50% of the placement fee is due 30 after the initial fee is paid
(c) By monthly installments at agreed amount
(d) Subscription fees will automatically renew on the 12 month anniversary of your initial invoice. You can cancel your annual subscription with 30 days notice in writing
Failure to pay an instalment means that you will not be provided with the Advertising Services.
Any instalment fee paid is not refundable.
4.4 The referral fee will be calculated by us following the conclusion of the applicable program (i.e. the number of referrals made will be determined and multiplied by the referral fee per referral specified in the Fee Schedule) and is subject to the following payment terms.
(a) 100% of the referral fee is due within 30 days of the Green Friday program concluding.
4.5 If you fail to make any payment in accordance with the payment terms set out above, you acknowledge that we may collect fees owed using collection mechanisms, including third party debt collection services.
4.6 You may not set off, deduct or withhold payments to us for any reason whatsoever.
4.7 We will not refund any amounts paid to us by you in the following circumstances notwithstanding the non-or part provision of the Advertising Services:
(a) where you have breached any provision of these Advertising T&Cs;
(b) where you do not cooperate with us in all reasonable respects in connection with the provision of the Advertising Services;
(c) where we terminates this agreement with cause;
(d) where any content that we require in order to provide the Advertising Services is not provided by you on or before the provided deadline;
(e) where you cancel your participation in any program less than 24 hours before the start of said program; and
(f) where you supply incomplete or incorrect data, information, or supply data or information that does not meet the our specifications or the content is deemed to be inappropriate then, you acknowledge you will have no claim for any refund of any amounts paid in such circumstances.
4.8 We will charge interest on any amount due and not paid in accordance with these Advertising T&Cs at a rate of 1.5% per month. You acknowledge this interest charge is a fair and reasonable remedy for us in connection with non-payment and is a reasonable pre-estimate of the loss we will suffer due to non-payment.
4.9 In the event that you commit a default under these Advertising T&Cs, you shall pay to us on demand all costs and interest including without limitation all interest accrued and calculated pursuant to this clause, legal costs (assessed on a solicitor/own client basis), all mercantile agents fees incurred by us in recovering all amounts outstanding under this agreement and any dishonour or bank fees incurred by us relating to payments made by you from time to time.
5.1 Advertising of Green Friday Programs
(a) You warrant that any text, images, branding or other content that would constitute intellectual property of any nature (Materials) that you provide to us (whether or not in response to a request from us) does not infringe on the intellectual property rights of any third party.
(b) You grant us a non-exclusive, irrevocable, worldwide, perpetual and royalty-free licence to use any Materials that you produce or provide (including your branding and logos that are publicly available), for the purpose of operating and marketing programs that you have elected to participate in (including marketing before, during and after the programs), the Advertising Services and the Site generally.
(c) You agree to publish marketing material (to be approved by Green Friday) on your website, through your social media platforms and by email to your customers in accordance with our reasonable requests.
This marketing material must prominently include Green Friday’s branding.
5.2 General obligations
You must provide customers that we have referred to you with retail services in an efficient and business-like manner and in accordance with sound business practices at all times. Without limiting this general obligation, you must:
(a) comply with all applicable laws, including, the Privacy Act 1988 (Cth), the Competition and Consumer Act 2010 (Cth), any applicable regulations, and applicable regulatory guidelines;
(a) at all times hold any licences, permits and authorisations required to be held by you to perform your obligations under this agreement;
(b) inform us promptly, and in any event no later than two business days, after you become aware of any:
(i) claim that is made against you or us in relation to your activities in relation to this agreement; and
(ii) breach of any law, including in particular the Privacy Act 1998 (Cth) (if applicable) in respect of your conduct; and
(c) notify us of any breach of your data including any information relating to us, our customers or any of your obligations under this agreement regardless of whether or not the data breach constitutes a notifiable data breach under the Privacy Act 1998 (Cth).
5.3 Accurate information
You must use your best endeavours to ensure that information provided to us in relation to your goods are accurate.
You must comply with our procedures in respect of the collation and presentation of the information we require about your business. You must not provide any information which you know or ought to have known is or is likely to mislead or is fraudulent.
5.4 No misleading or deceptive conduct
You must not engage in any misleading or deceptive conduct in relation to this agreement.
5.5 Not use our advertising material
You must not use any advertising or promotional material that names us in any way, without our prior written consent.
5.6 Meet deadlines specified by us
You must meet any deadlines that we specify in connection with a particular program that you have elected to participate in.
5.7 Not use our name or logo
You must not use our name or logo in any way, without our prior written consent.
5.8 Public announcements
You must not make any public announcements regarding your relationship with us without our prior written consent.
6.1 Any disputes between you and a customer that we have referred to you must be dealt with:
7.1 Determination of disputes
If there is any dispute, difference or failure to agree between you and us relating to or arising from this document or the Advertising Services (Dispute), that dispute must be referred for determination under this clause.
7.2 No legal proceedings
The parties must not bring or maintain any action on any Dispute (except for urgent injunctive relief to keep or protect a particular position) until it has been referred and determined as provided in this clause.
7.3 Notice of disputes
A party referring a Dispute for determination must do so by written notice to the other parties (Dispute Notice) which must specify the nature of the Dispute and a nominated officer of the referring party with sufficient authority to determine the Dispute.
7.4 Negotiated resolution and selection of expert
(a) On service of the Dispute Notice the receiving parties must refer the Dispute to an officer with sufficient authority to determine the Dispute. The nominated officers of each party must meet at least once and use reasonable endeavours to resolve the Dispute by negotiation within seven days of service of the Dispute Notice. Any resolution must be recorded in writing and signed by each nominated officer. By agreement, the nominated officers may employ the services of a mediator to assist them in resolving the Dispute.
(b) If the nominated officers are unable to resolve the Dispute within seven days of service of the Dispute Notice they must endeavour within the following seven day period to appoint an expert by agreement. That appointment must be recorded in writing and signed by each nominated officer.
(c) If the nominated officers do not record the appointment of an expert within that second seven day period, the expert must be appointed, at the request of any party, by the President for the time being (or if none, the senior elected member) of the Law Society of New South Wales.
7.5 Assistance to the Expert
(a) Once the Expert has been appointed (the Expert), the parties must:
(i) each use their best endeavours to make available to the Expert all information the Expert requires to settle or determine the Dispute; and
(ii) ensure that their employees, agents or consultants are available to appear at any hearing or enquiry called by the Expert.
(b) The parties may give written submissions to the Expert but must provide copies to the other parties at the same time.
7.6 Expert’s decision
(a) The decision of the Expert must:
(i) be in writing and give reasons; and
(ii) be made and delivered to the parties within one month from the date of submission of the dispute to the Expert or the date of completion of the last hearing or enquiry called by the Expert, if later.
(b) The Expert may conduct the determination of the Dispute in any way it considers appropriate but the Expert may, at its discretion, have regard to the Australian Commercial Disputes Centre’s guidelines for expert determination of disputes or such other guidelines as it considers appropriate.
(c) The Expert’s decision is final and binding on the parties.
(d) The Expert must act as an expert and not as an arbitrator.
(a) The Expert must also determine how the expenses relating to the reference of the Dispute (including the Expert’s remuneration) should be apportioned between the parties and in default of a decision by the Expert those expenses must be borne by the parties equally.
(b) In determining the apportionment of costs the Expert may have regard to what the Expert, in its reasonable opinion, considers to be a lack of good faith or a failure to use reasonable endeavours by any party in assisting the Expert or resolving the dispute between the parties’ nominated officers as required by this clause.
7.8 Continual performance
Each party must continue to perform its obligations under this document while any dispute is being determined under this clause.
8.1 You must at all times:
(a) keep any Confidential Information secret and confidential, except to the extent that you are required by law to disclose it;
(b) take all reasonably necessary precautions to maintain the secrecy and prevent the disclosure of the Confidential Information;
(c) not use, copy or record any Confidential Information except as is reasonably necessary;
8.2 You acknowledge that disclosure of any Confidential Information could materially harm us and that:
(a) the restrictive covenants contained in this clause are reasonable and necessary for the protection of the goodwill of us; and
(b) the remedy of damages may be inadequate to protect our interests and that we may seek and obtain injunctive relief, or any other remedy, in any court.
To the full extent permitted by law, we exclude all liability (including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever) in respect of
You indemnify us on a continuing basis against all or any actions, suits, claims, demands, loss, losses, damages, liabilities, costs and expenses of any nature (including without limitation civil and criminal penalties to the extent permitted by law) suffered or incurred by us at any time actually or contingently arising directly or indirectly from:
10.2 Apportioning liability
You acknowledge that your liability with respect to the indemnification provided by you in this agreement cannot be apportioned to any other party and that legislation regarding proportionate liability will not apply to a claim by us under the above indemnity or otherwise with respect to this agreement.
10.3 Deducting and Appropriating
If, acting reasonably, we consider that an amount may be payable under the indemnity, we may deduct and appropriate that amount from any amount payable to you under this agreement.
11.1 You warrant and represent that:
12.1 Termination for default
We may terminate your agreement with us with immediate effect by giving you notice in writing if any of the following occur (all an Event of Default):
(a) you are a company and an Insolvency Event occurs with respect to you;
(b) you are involved in any fraud, forgery or misrepresentation in respect of the business advertised on our Site or retail services provided to customers that we have referred to you;
(c) you fail to perform any provision of this agreement which, if capable of remedy, is not remedied within 7 days of written notice;
(d) you, your agent, your representatives do anything to defame, discredit, or harm our business interests, reputation, or operations, or any other person associated with us;
(e) you are an individual and you enter a scheme of arrangement with your creditors, are made bankrupt or are jailed; or
(f) you stop payment, or cease to carry on your business or a material part of it.
12.2 Voluntary termination
Either party may terminate this agreement at any time upon 14 days’ notice to the other.
The following definitions apply unless the context requires otherwise.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
Confidential Information means any information in respect of our business and affairs other than information which has come into the public domain. For the avoidance of doubt, this information includes (but is not limited to) any information concerning any of our:
(a) technology, processes, methodologies, techniques, systems, analyses, operating procedures, manuals, products, designs, specifications, models, capabilities, functions, inventions, research, drawings, formulae, source codes and object codes, trade secrets, ideas, knowledge, concepts and know how; and
(b) financial, accounting, marketing, technical and other commercially sensitive information, including their accounts, marketing plans, market research data , sales plans, service and product ideas, corporate development plans and strategies, business plans, budgets, prospects and forecasts, supplier lists, quotations, prices, data bases and data surveys, client lists and information, staff and contractor lists and information, program planning, consultant’s advice, promotional information, trademarks, trade names, trade dress and logos.
Program means a sustainability focused event operated by Green Friday which you have agreed to participate in including the Green Friday 2023 program.
Fee Schedule means either a schedule in this document or a separate document altogether:
(a) which outlines our fees that are applicable to you, as amended from time to time by us in our sole discretion; and
(b) that we provide to you when you register an account on our Site.
Green Friday program means the programs run by us from January 1 2023 to December 31 2023
GST has the meaning given by section 195-1 of the GST Act or any replacement or other relevant legislation and regulations.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).
Insolvency Event means the happening of any of the following events:
In this document, unless the context requires otherwise:
13.3 Business Days
Unless expressed to the contrary in this agreement, if the day on or by which a party must do something under this agreement is not a Business Day, the party must do it on or by the next Business Day.
We reserve the right in our sole discretion to modify these Advertising T&Cs from time to time and you should regularly review them. Your continued use of the Site and our Advertising Services constitutes your agreement to these Advertising T&Cs and any modifications to them.
14.3 Further assurances
Each party must promptly do all things necessary in order to give effect to these Advertising T&Cs.
If a provision in these Advertising T&Cs is unenforceable or invalid in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is unenforceable or invalid. No provision in these Advertising T&Cs will otherwise be affected in any jurisdiction.
Unless provided to the contrary in these Advertising T&Cs, each party must pay its own costs in relation to the negotiation, preparation, execution and performance of these Advertising T&Cs.
14.6 Consent to use of electronic communications
The parties to these Advertising T&Cs consent to the use of electronic communications as a means of communicating about these Advertising T&Cs and the matters contained within it.
A notice or other communication to or by a party under these Advertising T&Cs:
14.8 No assignment
Unless provided to the contrary in these Advertising T&Cs, a party is not capable of assigning, novating or encumbering any right or liability under these Advertising T&Cs without the prior written consent of each other party.
14.9 No merger
Unless provided to the contrary in these Advertising T&Cs, the rights and obligations of the parties under these Advertising T&Cs do not merge on completion and will survive after completion.
14.10 Relationship of parties
Unless provided to the contrary in these Advertising T&Cs, no party is authorised to bind another party and nothing in these Advertising T&Cs is to be construed as creating an employment, agency, partnership, fiduciary or joint venture relationship between any of the parties.
Unless provided to the contrary in these Advertising T&Cs, the rights and powers under these Advertising T&Cs are in addition to, and do not exclude or limit, any right or power provided by law or equity.
14.12 Successors and assigns
These Advertising T&Cs bind and benefit the parties to these Advertising T&Cs, their successors and permitted assigns.
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under these Advertising T&Cs does not operate as a waiver of that power, right or remedy.
14.14 Governing law
The laws of New South Wales govern the Advertising T&Cs.
Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and waives any right to claim that those courts are an inconvenient forum.