Standard Terms & Conditions

Contracting entity: Seven-75 Pty Ltd

ABN: 21 664 367 195

Applies to: Services supplied under Seven-75, Ads Runner, or another business name or service proposition operated by Seven-75 Pty Ltd, as identified in the applicable Schedule.

These Standard Terms & Conditions (Terms) apply whenever a client approves a media schedule, scope of work, proposal, insertion order or other service schedule issued by Seven-75 Pty Ltd (Schedule). The Schedule, these Terms, and any document expressly incorporated by reference together form the agreement between Seven-75 Pty Ltd (Seven-75) and the client identified in the Schedule (Client).

1. Services and Schedules

1.1 Seven-75 provides media, marketing and related services, which may include media strategy, planning and buying; programmatic, search and social activity; video, CTV/BVOD, audio, digital out-of-home and other media; audience strategy; measurement and analytics; marketing strategy; AI search and discoverability; brand intelligence and reputation services; technology and specialist solutions; and other services described in a Schedule.

1.2 The specific services, campaign dates, media investment, fees, deliverables, assumptions and any special conditions will be set out in the applicable Schedule.

1.3 If there is an inconsistency between a Schedule and these Terms, the Schedule prevails to the extent of the inconsistency. Any special condition applies only to the Schedule in which it appears.

1.4 Seven-75 may use employees, contractors, specialist partners, publishers, platforms, technology providers and other third parties to provide the Services.

2. Approval and Authority

2.1 A Schedule becomes binding when it is approved by an authorised representative of the Client, including through Seven-75's digital approval process, electronic acceptance, email approval or signature.

2.2 By approving a Schedule, the Client confirms that it has authority to enter into the agreement and authorises Seven-75 to incur media and third-party commitments reasonably required to deliver the approved activity.

2.3 The Client must promptly provide information, approvals, access, materials and decisions reasonably required for Seven-75 to perform the Services. Seven-75 is not responsible for delays or performance impacts caused by delayed or incomplete Client inputs.

3. Fees, Media Investment and Payment

3.1 Media investment is payable in advance of the relevant campaign or activity unless the applicable Schedule expressly states otherwise.

3.2 Unless otherwise specified in the Schedule, Seven-75 will ordinarily issue the relevant invoice approximately seven days before payment is required. Seven-75 is not required to commence or continue media activity until cleared funds have been received.

3.3 Management, optimisation, strategy, technology, production, data, platform and other service fees will be charged as set out in the Schedule. Fees are payable in addition to media investment unless the Schedule states that they are included.

3.4 All amounts are exclusive of GST unless expressly stated otherwise. GST will be charged where applicable.

3.5 Seven-75 may pause or decline to commence Services if an amount due is unpaid. The Client remains responsible for third-party commitments already incurred or that cannot reasonably be cancelled.

3.6 Seven-75 may agree different payment arrangements, including post-paid arrangements, in a Schedule. Any such arrangement applies only to that Schedule unless agreed otherwise in writing.

4. Cancellation, Pausing and Changes

4.1 Unless a Schedule specifies a different commitment, the Client may request that cancellable media activity be stopped by giving at least 48 hours' written notice.

4.2 Following cancellation, Seven-75 will return any unused prepaid media investment, less: (a) media already delivered; (b) non-cancellable or committed third-party costs; and (c) any other amounts properly incurred in delivering the approved activity.

4.3 Management, optimisation and other service fees already incurred remain payable. Where a fee relates to work performed before cancellation, that fee is not refundable merely because media activity is subsequently stopped.

4.4 Seven-75 will use reasonable efforts to pause cancellable media promptly after receiving a valid instruction, but the timing of a pause may be affected by platform, publisher, supplier or technical limitations.

4.5 Changes to creative, targeting, trafficking, campaign setup or other live campaign elements may require 48 to 72 hours to implement, depending on the nature of the request, third-party requirements and workload. Seven-75 may often be able to act sooner, but does not guarantee immediate implementation.

4.6 Some media, data, technology, production or other third-party arrangements may be non-cancellable, non-refundable or subject to separate cancellation terms. Where reasonably practicable, material commitments of this kind will be identified in the Schedule or otherwise communicated to the Client.

5. Client Materials, Claims and Responsibilities

5.1 The Client is responsible for the accuracy, legality and substantiation of all claims, offers, pricing, disclosures, landing pages, products and services contained in or connected with materials supplied or approved by the Client.

5.2 The Client warrants that it has all rights, licences, consents and permissions required for Seven-75 to use Client-supplied creative, trademarks, logos, data, audience information, customer information and other materials for the approved Services.

5.3 The Client must not require Seven-75 to publish, target, process or distribute material or data unlawfully or in breach of an applicable platform policy or third-party right.

5.4 Seven-75 may refuse, remove, pause or request amendment of material that it reasonably believes is unlawful, misleading, infringing, unsafe, technically unsuitable or contrary to applicable publisher or platform requirements.

6. Media Platforms, Third Parties and Delivery

6.1 Media and marketing activity may rely on third-party platforms, publishers, inventory suppliers, data providers, verification services, technology vendors and other external systems.

6.2 Seven-75 will exercise reasonable care in selecting and managing third parties but is not responsible for outages, algorithm or policy changes, inventory availability, reporting changes, account restrictions, supplier failures or other matters outside Seven-75's reasonable control.

6.3 Media delivery, audience availability, pricing, auction outcomes and inventory quality may vary. Seven-75 may make reasonable optimisation and trading decisions within the approved Schedule to support the Client's objectives.

6.4 Where Seven-75 uses curated, fixed-price, managed-service, bundled or aggregated media arrangements, reporting and invoicing may reflect the total campaign cost and verified delivery rather than underlying supplier buy rates, margins or individual inventory costs.

6.5 Unless expressly agreed in writing, the Client has no audit right over third-party buy rates, supplier margins or partner fees relating to curated, fixed-price, bundled or managed-service arrangements.

7. Performance, Measurement and Reporting

7.1 Seven-75 does not guarantee any particular level of sales, leads, revenue, return on advertising spend, cost per acquisition, reach, viewability, ranking, discoverability, brand outcome or other commercial or media result.

7.2 Campaign outcomes may be affected by factors outside Seven-75's control, including market conditions, competition, creative, pricing, product availability, audience behaviour, website performance, attribution methodology, platform algorithms and inventory availability.

7.3 Reporting, attribution and measurement are based on the data and methodologies reasonably available from relevant platforms, analytics systems and other sources. Differences between systems, attribution models, time zones, identifiers and data-processing methods may produce different results.

7.4 Seven-75 may provide analysis, recommendations and interpretation of available data, but such analysis is not a guarantee of future performance.

8. Intellectual Property

8.1 Each party retains ownership of intellectual property it owned or developed independently before the relevant Schedule.

8.2 Seven-75 retains ownership of its general and pre-existing methodologies, know-how, tools, templates, processes, systems, technology, trading structures, models, frameworks, techniques and other background intellectual property, including improvements and developments of general application.

8.3 Subject to payment of all amounts due, the Client may use bespoke deliverables created specifically for the Client under a Schedule for the Client's internal business and marketing purposes, unless the Schedule states otherwise.

8.4 Nothing in the agreement transfers ownership of third-party software, platform technology, licensed data, stock assets or other third-party intellectual property.

8.5 Seven-75 may use general knowledge, skills, experience and non-confidential learnings gained while providing the Services, provided it does not disclose the Client's Confidential Information.

9. Confidentiality

9.1 Each party must keep confidential information received from the other party confidential and use it only for purposes connected with the Services.

9.2 This obligation does not apply to information that is public other than through breach, was already lawfully known, is independently developed, is received lawfully from a third party, or must be disclosed by law.

9.3 Each party may disclose confidential information to its personnel, professional advisers and service providers who need it for the relevant purpose and are subject to appropriate confidentiality obligations.

10. Privacy and Data

10.1 Each party must comply with applicable privacy and data protection laws in relation to personal information it handles under the agreement.

10.2 The Client is responsible for ensuring that any personal information, customer lists, audience data or other data it provides to Seven-75 has been collected and may be used and disclosed for the relevant purpose.

10.3 Where additional data-processing, security or platform-specific terms are reasonably required for a particular service, the parties may agree them in the applicable Schedule or a separate written addendum.

11. Indemnities

11.1 The Client indemnifies Seven-75 Pty Ltd and its directors, employees and agents against claims, liabilities, losses, damages, costs and expenses arising from: (a) Client-supplied or Client-approved materials, claims or instructions; (b) the Client's breach of clause 5 or 10; (c) infringement of third-party rights by materials or data supplied by the Client; or (d) the Client's unlawful use of the Services, except to the extent caused by Seven-75's negligence, wilful misconduct or breach of the agreement.

11.2 Seven-75 remains responsible for its own negligence, wilful misconduct and obligations that cannot lawfully be excluded or limited.

11.3 The Programmatic Media Platforms and Indemnities Statement published by Seven-75 and linked from the applicable Schedule may also apply to relevant media activity and is incorporated by reference where the Schedule states that it applies.

12. Liability

12.1 To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential loss, or loss of profit, revenue, opportunity, goodwill or anticipated savings, except to the extent such liability cannot lawfully be excluded.

12.2 To the maximum extent permitted by law, Seven-75's aggregate liability arising out of or in connection with a Schedule is limited to the fees paid or payable to Seven-75 for Services under that Schedule during the six months preceding the event giving rise to the claim, excluding media investment and third-party costs passed through or committed on the Client's behalf.

12.3 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or modified.

12.4 If a non-excludable guarantee applies and Seven-75 is permitted to limit its liability, Seven-75's liability is limited, at its option, to re-supplying the relevant Services or paying the reasonable cost of having the Services supplied again.

13. Termination and Suspension

13.1 Either party may terminate a Schedule if the other party materially breaches the agreement and, where the breach is capable of remedy, fails to remedy it within a reasonable period after written notice.

13.2 Seven-75 may immediately suspend or terminate Services where reasonably necessary because of non-payment, unlawful instructions, material platform or supplier risk, fraud, sanctions, safety concerns or conduct that exposes Seven-75 or a third party to material legal or reputational risk.

13.3 Termination does not affect accrued rights or obligations. Clauses intended by their nature to continue after termination, including payment, confidentiality, intellectual property, indemnities and liability provisions, survive termination.

14. Force Majeure

14.1 Neither party is liable for delay or failure to perform an obligation (other than an obligation to pay amounts already due) to the extent caused by circumstances beyond its reasonable control, including major platform outages, telecommunications failures, natural disasters, industrial action, government action, war, civil disturbance or widespread technology failure.

14.2 The affected party must use reasonable efforts to minimise the effect of the event and resume performance when reasonably practicable.

15. Notices

15.1 Operational notices, approvals and campaign instructions may be given by email or through Seven-75's digital approval or workflow system.

15.2 A notice under clauses 4 or 13 must be in writing and sent to the usual business contact or other address notified for that purpose.

15.3 A notice is taken to be received when it is capable of being retrieved by the recipient, subject to any evidence of transmission failure.

16. General

16.1 The Client may not assign its rights or obligations under a Schedule without Seven-75's prior written consent, not to be unreasonably withheld. Seven-75 may assign the agreement as part of a genuine corporate restructure or sale of its business, on written notice to the Client.

16.2 A failure or delay in exercising a right is not a waiver of that right.

16.3 If any provision is invalid or unenforceable, it is to be read down to the minimum extent necessary and, if it cannot be read down, severed without affecting the remaining provisions.

16.4 The agreement constitutes the entire agreement concerning the relevant Schedule and supersedes prior discussions or representations about that Schedule, except for fraud or matters that cannot lawfully be excluded.

16.5 Seven-75 may update these Terms from time to time. The version incorporated into an approved Schedule continues to govern that Schedule unless the parties agree otherwise in writing.

16.6 Electronic approvals, signatures and records may be used and relied upon to the extent permitted by law.

17. Governing Law

17.1 These Terms and each Schedule are governed by the laws of Queensland, Australia.

17.2 The parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts entitled to hear appeals from them.

18. Website Documents

18.1 Where expressly incorporated by the applicable Schedule, the following Seven-75 document forms part of the agreement for relevant media activity:

Programmatic Media Platforms and Indemnities Statement: https://www.seven75.com.au/indemnities