This page advises and formalises all arrangements of trade between the advertiser/ client and 12Three Pty Ltd (‘12Three’).
12Three will provide the services specified, further detailed in these terms and conditions and more fully described in the Scope of Work (if any) exercising due skill and care acting as an independent contractor to the Advertiser/ client.
Planning and Briefing
On receipt of a detailed brief from the Advertiser, 12Three will produce a detailed media plan to meet the Advertiser’s communication objectives.
To assist, 12Three has formatted some standard briefing sheets which, in the majority of cases, lay out all the necessary data for the completion of a professional media plan. Alternatively, 12Three will respond to a brief in the Advertiser’s preferred format.
Following receipt of a media and/ or a social media plan and instructions from the Advertiser, 12Three will book space/time for the Advertiser. These bookings will be confirmed in writing to the media and the Advertiser or by 12Three.
All changes required to existing approved budgets (financial schedules) must be confirmed to 12Three in writing.
It is 12Three’s responsibility to check that all booking confirmations correspond with the approved media plan.
12Three will not be responsible for any media bookings made by the advertiser directly with any media proprietors unless 12Three is notified and confirms the media booking prior to the cancellation deadline.
12Three will receive all media invoices, be responsible for matching them with media bookings and paying all media by the due date.
12Three will invoice the Advertiser at the fee negotiated, in good faith, with the media as advised on the approved budget (financial schedule) notwithstanding a different charge from the media.
Should the Advertiser desire, 12Three will provide free access to its records, as far as they relate to 12Three’s dealings with the media for the advertiser, for independent audit. Such an audit is to be completed at a mutually agreeable time by a mutually agreed independent third party.
Monitoring and Post Analysis
For a fee, the Advertiser can purchase independent monitoring data, which will enable 12Three to post analyse all television schedules, metropolitan radio, internet and most major print media.
We strongly recommend this service. The fee is usually incorporated in the Advertiser’s approved budget (financial schedule on a fee per advertisement basis).
Competitive Media Analysis
Competitive advertising reports can be supplied on a monthly basis, or at call, six weeks after the end of the month being monitored. Reports will be purchased for the Advertiser only after a quotation has been sought and the Advertiser’s approval received.
Following receipt of instructions from the Advertiser, 12Three will create material including copywriting, art direction, photograph, typesetting, editing and proofreading, and printing as required.
12Three will provide cost estimates, invoices and tearsheets.
Research and Diversified Services
12Three will perform the work specified in the ‘Scope of Works’ for the fees detailed in the scope of work.
12Three may generate media material (advertising copy) instructions for the Advertiser to send with the appropriate material, prior to the material deadline to the media. Material instructions should contain key numbers, headlines and identification data. If requested, booking and material deadlines will be provided at the planning stage with material deadlines being reconfirmed at the time of booking.
Except for Non Campaign services, 12Three is not responsible for organising material deadline
extensions, despatching material and retaining the record of availability and whereabouts
All instructions to cancel media bookings must be confirmed in writing.
In the event that booking cancellations will only be accepted by the media on a “delete and charge” basis, which means that the media will delete the scheduled advertisement and reschedule it at an alternate time, the Advertiser remains responsible for the payment of all monies in the month of deletion. 12Three will not be responsible for rescheduling “delete and charge” media unless it is rescheduled within six months of the original booking date.
New Business and Client Confidentiality
As is customary in the industry, 12Three will continue to accept “competitive business”. However such business will be handled on request by separate Communications team, who will maintain strict confidentiality of all information given.
All 12Three people are required to sign confidentiality agreements upon joining 12Three. Should the
Advertiser desire, 12Three will provide free access to its premises and records for an independent security audit to be completed at a mutually agreeable time by a mutually agreed independent third party.
During the currency of this agreement and at all times after its termination, 12Three shall keep secret and confidential, and shall not disclose or permit to be disclosed to any third party, any confidential information or data disclosed to it, or its employees, by the Advertiser, as a consequence of the relationship. The only exception is information, which is or becomes part of the public domain or is required to be disclosed by operation of law.
Content of Advertisements
The Advertiser is aware of its responsibilities regarding content of advertisements and will ensure that all advertisements directed to be placed by 12Three comply with Federal and State laws.
Before television and radio commercials can be broadcast, 12Three must be supplied by the Advertiser or Agency with approval numbers issued by Federation of Australian Commercial Television
Stations (FACTS) or the Federation of Australian Radio Broadcaster (FAQRB). For print
advertisements for alcohol, tobacco and pharmaceutical products, 12Three must be supplied with Australian Publishers Bureau (APB) approval numbers. Please note that any failure to gain
clearance may result in a sizable fine for which the Advertiser accepts responsibility. The Advertiser indemnifies 12Three and the media against all claims against 12Three and the media and the costs incurred by them arising out of the publication of an advertisement including any failure to obtain relevant approval numbers.
FACTS, FRAB and APB generally charge for copy approval via a small levy to help defray costs. A guideline of chargers can be provided on request.
An industry self regulation scheme administered by the Australian Advertising Standards Council operates and the Advertiser agrees to participate in the scheme. This scheme is funded by a minor levy on all media expenditure. The levy is included on all relevant media invoices.
Fee for Services
12Three’s fee for service is as agreed or will be shown overleaf or specified in the agreement between 12Three and the Agency/ client/ advertiser and detailed in the Scope of Work (if applicable).
12Three may twelve (12) months after the effective date of this agreement and on each subsequent anniversary review its fee for service.
The advertiser agrees that in booking space/time 12Three will be acting as an independent contractor and not as agent for the Advertiser. 12Three will receive commission from the media, which 12Three will retain for its own benefit. The rate of commission is usually 10% of total media costs. 12Three reserves the right to retain any discount achieved through prompt payment of media accounts and any incentives provided to 12Three as a consequence of its total volume with a particular media proprietor. For work outside the standard media planning and buying, for extensive speculative work, work for non media projects or for business placed through a master agency, 12Three will charge an hourly fee at $350/ hour unless otherwise negotiate.
Goods and Services Tax
GST means a goods and services tax imposed by legislation of the Commonwealth of Australia.
12Three will quote all rates exclusive of GST.
If GST is or will be payable in respect of any supply made, the Advertiser agrees that 12Three may increase the consideration for the supply by the amount equal to 12Three’s GST liability on the supply.
Unless specifically exempt, as shown overleaf, all out of pocket expenses will be charged to either the Agency’s or the Advertiser’s account as instructed by the Advertiser or Agency.
After first gaining approval, costs incurred in sourcing or preparing special material and for
interstate/intrastate travel incurred for either the Agency or the Advertiser will be charged to the Advertiser’s or Agency’s account.
12Three will only make media bookings after credit is approved in respect of the Advertiser’s liability. This procedure takes approximately 14 to 28 days and can only begin once our credit application is fully completed signed and forwarded to 12Three.
12Three will only make bookings with the media to the extent of the credit limit available.
If the credit limit is insufficient to cover existing bookings for the advertiser, 12Three reserves the right, after giving notification, to cancel all advertising which exceeds the credit limit.
In the event the Advertiser is unable to gain credit approval, bookings will not be made unless accompanied by the cheque for the full payment which must be received and cleared prior to the media cancellation deadline.
Unless specified otherwise overleaf, all 12Three’s invoices are payable in advance unless credit is granted and then credit terms can be offered to be paid within 30 days of the invoice date.
Invoices will be dispatched within one week of preparation.
The invoice will be on 12Three letterhead and the Advertiser’s cheque should be made payable to 12Three Social Pty Ltd.
If the account is not settled by the due date, 12Three will charge interest at a rate of 8%, calculated on a weekly basis.
Limitation of Liability
The Advertiser agrees that except as provided in this sub-clause (b), 12Three shall have no liability whatsoever to the Advertiser in respect of any loss, damage or liability of any nature including any consequential loss arising out of or in relation to any breach by 12Three of its obligations under the arrangements agreed between the parties.
Certain legislation such as the Trade Practices Act, implies to certain contract terms which cannot be excluded by agreement. Where such terms apply, these terms shall be read as if they were repeated in these terms and the liability of 12Three in respect of such terms shall be limited to any of the following at 12Three’s option:- (a) the performing again of any service performed by 12Three; or (b) the payment of the costs of having those services supplied again; or (c) the payment of the amount of fees paid by the Advertiser for the relevant service during the twelve (12) month period prior to the date when such liability arose.
The parties acknowledge and agree that in the event 12Three agrees to provide services to the
advertiser on terms which attract the operation of the Privacy Act, 1988 (“the Act”):-
12Three will give notification to the Advertiser as required by the Act of its intention to give credit reporting agency personal information relating to the Advertiser’s application for credit;
The Advertiser irrevocably agrees to 12Three seeking from or giving to other credit providers named in a credit report issued by a credit reporting agency, such information about the advertiser’s credit arrangements including the Advertiser’s credit reporting agency, such about the Advertiser’s credit arrangements including the Advertiser’s credit worthiness, credit standing, credit history or credit capacity, as credit providers are allowed to give or receive from each other under the Act.
Either party may terminate this agreement by delivering a written notification to the other giving a minimum of three months notice. The Advertiser shall remain liable for all charges, expenses and fees incurred up to the date of termination including any non cancellable media charges after the date of termination. Should the Advertiser during the period of termination procure services from any other source which had previously been supplied by 12Three, 12Three shall be entitled to a sum equal to the remuneration which 12Three would have received had the Advertiser received those services from 12Three.
In the event of either party committing a fundamental breach of this agreement the other party may terminate this agreement by giving notice in writing and subject to the payment of all outstanding charges, expenses and fees incurred as a consequence of this agreement.
Copyright in all literary, dramatic, musical or artistic works, cinematographic film, sound recording, television or sound broadcast including without limitation artwork, copy, story boards, fill and radio commercials and any and all other works or subject matter capable of being subject of copyright created or produced by 12Three vest in 12Three.
In the case of work commissioned by 12Three and in any other case where the copyright in the work is not already vested in 12Three, 12Three will use its best endeavors to hold and obtain all necessary rights in respect of the work.
The advertiser acknowledges that nothing in this Agreement will preclude the exercise by an author of his or her moral rights.
The terms and conditions of any purchase order issued by the Advertiser or the Agency do not operate to amend or modify the terms and conditions of this agreement.
The Advertiser agrees to indemnify and keep indemnified 12Three and the media against all costs, chargers and expenses which 12Three and the media now or hereafter be liable to pay, incur or sustain in connection with the provision of services by 12Three as instructed by the advertiser or the Agency.
All notices must be in writing and either delivered personally or sent by courier to the appropriate address set out on the front page of this form. Notices may also be given by instantaneous transmission such as Email or facsimile transmission.
The Advertiser and 12Three agree that if any dispute or difference arises out of, or in relation to this Agreement, the parties will attempt first to resolve the dispute in a spirit of good faith and on commercially realistic basis by negotiation or mediation.
If due to any event beyond the control of 12Three including but not limited to war, national emergency, flood, fire, earthquake, cyclone or other natural catastrophe, import or export embargo, boycott, strike or lockout 12Three fails to fulfill its obligations in the manner and within the time required by these Terms and Conditions, it shall not be held responsible for any loss or damage which may be incurred by the Advertiser, or any other party as a result of such failure.
12Three’s agreement to provide its services, subject to these terms and conditions is subject to the laws of the Commonwealth of Australia in the State of Victoria and the Advertiser submits to the jurisdiction of the Courts of Victoria.