1. ABOUT THIS AGREEMENT

1.1 These Terms and Conditions together with the Insertion Order (and any additional terms as set out in clause 19) form the agreement between the Advertiser and carsales in respect of Advertising Services. By submitting an Insertion Order, the Advertiser acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions and the Insertion Order. You should let carsales know if you require any variation to these Terms and Conditions before signing the Insertion Order. 

1.2 If carsales supplies Advertising Services which are not specified in an Insertion Order these Terms and Conditions still apply. 

2. WORDS AND PHRASES

2.1 In this Agreement: 

(a) “AD” means an advertisement promoting the Advertiser using carsales’ advertising services and placed on one or more carsales Network Media (or nominated external websites) under this Agreement. For clarity, this shall include any Bonus Ads or Advertiser SOV;

(b) “ADVERTISER” means the entity represented by the person who signs the Insertion Order as an authorised representative i.e. where an agency or media company has authority to directly bind an advertiser, the advertiser on whose behalf the Advertising Services are being provided.  In the absence of such authority, the Advertiser is the person who signs the Insertion Order; 

(c) “ADVERTISING MATERIAL” means all creative in respect of an Ad including text, graphics, icons, images, titles, descriptions, trademarks, listings, abstracts, keywords, Ad target options, domain names (including click through URLs if relevant), content, data, code, data feeds, disclaimers and URL information; 

(d) “ADVERTISING SERVICES” means the advertising services described in the Insertion Order or otherwise provided by carsales to the Advertiser; 

(e) “ADVERTISER SOV” means ‘share of voice’ Ad which is provided to the Advertiser, the details of which are set out in the Insertion Order (if applicable); 

(f) “AGREEMENT” means: 

(i) these Terms and Conditions; 

(ii) an Insertion Order signed by the Advertiser and accepted by carsales; 

(iii) any other terms and conditions for a particular service which are attached to the Insertion Order, referenced in clause 19 or contained in a supplementary deed which is agreed to by the parties in writing; and 

(iv) the carsales Creative Advertising Rules (if applicable). 

(g) “ASSOCIATED PERSON” means all of the directors, officers, employees, agents and professional advisers of a party; 

(h) “BONUS AD” means an Ad which is provided as an incentive to the Advertiser, the details of which are set out in the Insertion Order (if applicable); 

(i) “BUSINESS DAY” means any day excluding Saturday or Sunday or a bank or public holiday in Melbourne, Victoria, Australia; 

(j) “CARSALES” means carsales.com.au Pty Ltd (ABN 97 670 975 943) and/or its Related Bodies Corporate; 

(k) “CARSALES CREATIVE ADVERTISING RULES” means the carsales Creative Advertising Rules provided to the Advertiser as part of the Insertion Order; 

(l) “CARSALES NETWORK” means the network of websites and related products and services owned or operated by carsales and/or its Related Bodies Corporate from time to time; 

(m) “CARSALES NETWORK MEDIA” means the specific carsales Network media channels which the parties have agreed an Ad will be displayed on, as specified in the relevant Insertion Order. carsales Network Media may include: (i) any website (including desktop, mobile, table and app) that is owned or operated by carsales or any other nominated external website, as specified in the Insertion Order; (b) electronic direct mail (EDM) sent by carsales; and (c) push notifications sent by carsales to its Users.

(n) “CONFIDENTIAL INFORMATION” means any information, reports, valuations, summaries, conclusions, analyses, advice, memoranda, working papers, calculations, spreadsheet contents and formulae and any computer model or data and any other information (whether written, oral or in other recorded or tangible form) which, by its nature or the circumstances surrounding its disclosure, is or could reasonably be expected to be regarded as confidential to the provider of that information and includes the existence and contents of the Insertion Order but does not include any part of the Information that: 

(i) becomes generally available to the public other than as a result of breach of these Terms and Conditions by the receiving party; 

(ii) was known by a receiving party on a non-confidential basis before signing of the Insertion Order; or 

(iii) becomes available to a party on a non-confidential basis from another source (other than the disclosing party) otherwise than through a breach of a party’s confidentiality obligations owed to the disclosing party; 

(o) “DEFAULT EVENT” means the events listed in clause 14.2; 

(p) “FORCE MAJEURE” means an event or circumstance beyond the reasonable control of a party (without fault or negligence of that party) including but not limited to: 

(i) acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disasters; 

(ii) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; 

(iii) strikes and industrial disputes; 

(iv) internet, power, water, telecommunications or other utility outage or shortage; or 

(v) valid laws, rules, regulations, orders or decrees of the Federal or State Government or of any local government or of any statutory authority; 

(q) “FEE” means the fees and charges for Advertising Services set out in the Insertion Order; 

(r) “IMPRESSION” means: 

(i) other than for video Impressions as set out in

(ii) below, a measurement of responses from an ad delivery system to an ad request from the User’s browser, which is filtered from robotic activity and is recorded at a point as late as possible in the process of delivery of the creative material to the User’s browser — therefore as reasonably close to actual opportunity to have been seen by the User; and 

(ii) for video Impressions, when a http-request for the vid_start event was sent to the video delivery system resulting in the video starting to play for the User; 

(s) “INSERTION ORDER” means an order for Advertising Services in the form reasonably required by carsales from time to time or any other documentation which evidences the purchase of advertising made available by carsales from time to time; 

(t) “INSOLVENT” means: 

(i) is unable to pay its debts as and when they fall due or becomes insolvent or makes an assignment, arrangement or composition for the benefit of its creditors or discontinues or ceases to carry on business in Australia; 

(ii) has a receiver or receiver manager appointed to the whole or any parts of its assets, or if a mortgage in possession is appointed in respect of any of its assets, or if a resolution is passed or proposed for its winding up; 

(iii) is presented with an application for its winding up or is served with a notice pursuant to the Corporations Act which pertains to an amount of money owed by it and which is not bona fide in dispute and such notice remains outstanding for 21 days or more; or 

(iv) something having a similar effect to (i), (ii) or (iii) above occurs in connection with a person under the laws of any jurisdiction. 

(u) “INTELLECTUAL PROPERTY” means all intellectual property including all present and future registered and unregistered copyright, trade marks, trade and business names, moral rights, designs, patents, rights to sue for passing off or unfair competition, semi-conductor or circuit layout, trade secrets, domain names, know how, trade secrets, Confidential Information, ideas, concepts, processes, inventions, discoveries, technology, knowledge, techniques, methods of use or application or other material of commercial value or potential commercial value and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and all other similar or equivalent rights and including all applications for, and renewals, extensions or revivals of, such rights for their full term any of the foregoing rights recognised by statute, common law or in equity and subsisting anywhere in the world; 

(v) “INTELLECTUAL PROPERTY RIGHTS” means any rights in Intellectual Property; 

(w) “OFF-NETWORK” means any Advertising inventory which is not on the carsales Network; 

(x) “PUBLICATION DATE” means the start date for the Ad described in the Insertion Order; and 

(y) “RELATED BODY CORPORATE” has the meaning given in the Corporations Act 2001 (Cth). 

(z) “USER” means any person who accesses the carsales Network Media. 

2.2 In this Agreement, unless the contrary intention appears: 

(a) a reference to any party or other person includes that person’s successors and permitted assigns; 

(b) a reference to this or any other document includes a reference to that document as amended, supplemented, novated or replaced from time to time; 

(c) a reference to a statute, ordinance or other legislation includes any amendment, replacement or re-enactment for the time being in force and includes all regulations, by-laws and statutory instruments made thereunder; 

(d) a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, sole partnership, government or governmental subdivision or agency, association, co-operative and any other legal or commercial entity or undertaking; 

(e) where a party comprises two or more persons any agreement or obligation to be performed or observed by that party binds those persons jointly and each of them severally, and a reference to that party is deemed to include a reference to any one or more of those persons; 

(f) the words “include” and “including” mean “including but not limited to”; and 

(g) the headings in this Agreement do not affect its interpretation. 

3. PLACING AN ADVERTISEMENT

3.1 In order to place an Ad or otherwise purchase an Ad (or package of Ads), the Advertiser must: 

(a) submit a signed Insertion Order or accept an Insertion Order via Ignition; and 

(b) subject to the terms of the Agreement, provide all Advertising Material to carsales. 

3.2 If carsales is to create the Ad, additional terms and conditions will apply to the creation of the Ad (as set out in clause 19).

3.3 carsales is not bound to publish an Ad until the Insertion Order is accepted by carsales. An Insertion Order will be deemed not to have been accepted by carsales if the Ad is not published and carsales notifies the Advertiser that the Insertion Order has not been accepted. 

4. WHAT THE ADVERTISER MUST DO

4.1 The Advertiser must: 

(a) provide all required Advertising Material to carsales in the relevant time frame prescribed in the Creative Advertising Rules and in the format reasonably prescribed by carsales from time to time; 

(b) comply with the carsales Creative Advertising Rules; 

(c) ensure that all Advertising Material submitted is free from all viruses, worms, Trojan horse or other programs that may damage or interfere with any carsales system, data or information or the proper working of the carsales Network Media; 

(d) obtain permission from the owner of Intellectual Property Rights in any third party material included in the Advertising Material; 

(e) if the Ad involves a competition or trade promotion which requires to be licensed under any applicable laws, the Advertiser must have (and warrants to carsales that it has) all necessary licenses to conduct that competition or trade promotion; and 

(f) ensure that any material it submits (or which is submitted by any third party on its behalf) does not include any tag, code, cookie or other data tracking or collection device, other than to the extent permitted in clause 4.2 below; 

4.2 The Advertiser may supply code that may be published by carsales (or is arranged to be published by carsales) in conjunction with the Ad. Where the Advertiser submits any code to carsales, it must: 

(a) ensure that the code only collects the minimum necessary data to enable the Advertiser to measure impressions, clicks and attribution of the Ad; 

(b) ensure that the code does not collect any personal information (as defined in the Privacy Act 1988); 

(c) use data derived from the code described in this clause 4.2 for the sole purpose of measuring impressions, clicks and attribution of the Ad for the Advertiser’s internal business purposes, and not for any other purpose (such as to retarget users on a third-party site, network or exchange) without carsales’ prior written approval; and 

(d) treat the data derived from the code described in this clause 4.2 as Confidential Information, and not distribute the data with third parties, other than with the Advertiser’s agents, advisers, contractors and personnel to the extent reasonably necessary to achieve the purpose described in this clause 4.2. 

4.3 If the Advertiser does not provide the Advertising Material to carsales in compliance with these Terms and Conditions, the Ad’s publication may be delayed or the Ad may not be published. In either of those cases, because carsales will have reserved the inventory for the Advertiser, the Advertiser remains liable to pay for the Ad and will be invoiced the Fee from the Publication Date regardless of whether the Ad is published. The Advertiser is responsible for providing third parties with lead time and other Ad requirements and carsales will not be responsible where any delay or failure to publish the Ad is due to the Advertiser or a third party’s actions. 

5. WHAT THE ADVERTISER MUST NOT DO

5.1 The Advertiser represents and warrants that it has the legal power and capacity to be bound by the Agreement and will not, and will not assist a third party to: 

(a) submit Advertising Material which: 

(i) does not comply with any relevant laws including but not limited to the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth), any financial services laws or other laws under the Corporations Act 2001 (Cth), any credit licensing laws under the National Consumer Credit Protection Act 2009 (Cth) and any relevant industry guidelines; 

(ii) infringes the Intellectual Property Rights of any person or breaches any duties towards any person including privacy rights; 

(iii) is illegal (or promotes any illegal activity), fraudulent, obscene, offensive, violent defamatory, pornographic, discriminatory or in any way unsuitable for people under the age of eighteen (18) years; 

(iv) is misleading or deceptive or likely to mislead or deceive; 

(v) comprise anything which may adversely reflect on carsales, any carsales Network Media or any other website on which the Advertising Material is published or suggests any endorsement by or affiliation with carsales, the carsales Network or any website on which the Ad is published; 

(vi) enables the Advertiser to collect any personal information, unless approved by carsales in writing; 

(b) disclose to any person carsales’ rate card or terms of this Agreement; 

(c) resell, assign or transfer any rights under this Agreement to any person; 

(d) insert any tag, code, cookie or other data tracking or collection device other than to the extent permitted under clause 4.2; 

(e) link, pool, correlate, resell, transfer, disclose or make available any advertising statistics the result of displaying the creative on the carsales Network for the purposes of behavioural targeting or other type of re-targeting Off-Network without carsales’ express written permission; 

(f) use any automated means to query, access, retrieve, monitor, scrape, data mine or copy the carsales Network or any data therein or generate or compile any document, index or database based on the material published on the carsales Network; 

(g) transfer or sell any information, functionality or products or services offered on the carsales Network or mirror or frame any web site or page within the carsales Network; and/or 

(h) interfere or attempt to interfere with the proper working of the carsales Network. 

6. PUBLICATION OF ADS

6.1 If accepted, carsales will use its best endeavours to publish the Advertiser’s Ad as set out in the Insertion Order on these terms and conditions. 

6.2 The Advertiser acknowledges and agrees that: 

(a) carsales’ ability to provide the Advertising Services is dependent upon the Advertiser and third parties performing their obligations. If carsales is unable to provide the Advertising Services as a direct or indirect result of any act or omission of the Advertiser or any third party or Force Majeure, except for any statutory remedies which cannot be excluded, the Advertiser will have no remedy against carsales in relation to any delay or any failure to provide the Advertising Services and will be required to pay for the Fees; 

(b) carsales’ liability for any error in an Ad or omission or failure to publish the Ad in the form ordered, including acts or omissions of carsales, its employees or agents is limited under clause 12; 

(c) carsales is not responsible for any aspect of the Advertiser’s or any third-party’s website(s) including whether any information is current and accurate and whether the Advertiser or any third party has all necessary rights in relation to the information on those websites; 

(d) where any Advertising Material submitted by the Advertiser does not comply with any of the terms set out in clause 4.1, 5.1 or elsewhere in this Agreement, carsales may reject the Advertising Material and request that the Advertiser amend and resubmit the Advertising Material for approval by carsales; and 

(e) carsales (or a third party engaged by carsales) may insert a tag or other similar technological device into an Ad to enable carsales (or a third party engaged by carsales) to receive and collect any information obtained with respect to the delivery and performance of the Ad campaign for use by carsales (or a third party engaged by carsales) and carsales may utilise this data in its absolute discretion. 

6.3 carsales may without notice or liability, refuse to publish, withdraw or terminate the publication of an Ad if: 

(a) the Advertiser is in breach of the Agreement; or 

(b) carsales determines, in its reasonable discretion, that a breach of the Agreement or applicable laws is reasonably likely to occur in relation to publication of the Ad. 

6.4 Subject to the terms of the Insertion Order, carsales has reasonable editorial control in relation to the publication of the Advertiser’s Ad, including, but not limited to the format, position and placement of the Ad. carsales may head an Ad “Advertisement” (or a similar term, such as “sponsored”) whenever required by law to do so or whenever it reasonably considers it appropriate to do so. 

6.5 carsales may insert any tag, code, cookie or other data tracking or collection device in an Ad for the purpose of re-targeting carsales Network users on a third party site, network or exchange, for research, statistical and analytical purposes or for other purposes reasonably determined by carsales. 

7. CHANGE REQUESTS

7.1 The Advertiser may, after submitting an Insertion Order but prior to the Publication Date, request in writing changes or variations to the Insertion Order (a ‘Change Request’). 

7.2 carsales will, as soon as practicable, advise the Advertiser: 

(a) if it accepts the Change Request; 

(b) any variation to the Fees; 

(c) any changes to this Agreement which may result from implementing the Change Request; and 

(d) any impact which implementation of the Change Request is expected to have on the ability of carsales to perform its obligations in accordance with the Insertion Order. 

7.4 carsales will have no obligation to proceed with a Change Request until such time as both parties agree in writing and the Subscriber has paid any additional Fee. 

8. SERVICE AVAILABILITY

8.1 Subject to any express term on the Insertion Order, the Advertiser acknowledges and agrees that carsales makes no representation or warranty with respect to the continuous accessibility or availability of the carsales Network or the number of Impressions, click throughs, audience geographic location or like metrics. The Advertiser understands and accepts that traffic levels to carsales Network Media may fluctuate and the Advertiser is not guaranteed any particular level of exposure by purchase of the Ad. 

8.2 If the Insertion Order includes a number of Impressions in a particular period on the carsales Network, carsales will use its best endeavours to supply that number of Impressions. If the number of Impressions set out in the Insertion Order is not supplied then: 

(a) provided that the Advertiser is not in breach of this Agreement, 

(b) except in the case of Advertiser SOV, sponsorship or Bonus Ads, and 

(c) subject to any express terms to the contrary in the Insertion Order, carsales will provide the balance of Impressions of the Ad in the following period(s) or optimise carsales Network campaign placements within the same period as the Advertiser’s sole remedy. Results for the number of Impressions will be determined in carsales’ reasonable discretion and results from the Advertiser or any third party provider will not be accepted for the purposes of determining any results unless carsales’ own data is unavailable. 

8.3 If the Insertion Order includes Bonus Ads, Advertiser SOV or sponsorship, carsales will use its best endeavours to supply: 

(a) a particular percentage level in the case of Advertiser SOV, 

(b) a particular number of Bonus Ads in the case of Bonus Ads, or 

(c) an equivalent value of sponsorship, the Advertiser acknowledges that if carsales fails to provide the above, subject to any statutory rights, carsales will not be under any obligation to refund, reimburse or credit the account of the Advertiser or provide the Advertiser with any residual number of Impressions nor would the Advertiser have any right of set-off against carsales for the payment of Fees to carsales. 

8.4 carsales will use reasonable endeavours to provide 70% viewability for Ads, as that term is defined by the Interactive Advertising Bureau and the Media Rating Council pursuant to its ad campaign measurement process guidelines, as updated from time to time. To the maximum extent permitted by law, and subject to any express provision in the Insertion Order, carsales will not be liable for any failure to meet viewability targets.  Where carsales has agreed in the Insertion Order to provide replacement Ad Impressions if it fails to meet an agreed level of viewability, the balance of Impressions, Bonus Ads, Advertiser SOV or sponsorship will be provided in the following period(s) or by optimising carsales Network campaign placements within the same period provided that the Advertiser is not in breach of this Agreement. 

9. CANCELLATION OF ADVERTISEMENTS

9.1. Standard Campaigns: 

The Advertiser may cancel an Ad and terminate the Agreement without cause on 30 days’ written notice to carsales prior to the Publication Date. carsales reserves the right to charge the Advertiser for the full cost of the Ad where the Agreement is terminated with less than 30 days written notice prior to the Publication Date because the inventory will have been reserved for the Advertiser. 

9.2. Backbone Campaigns: 

The Advertiser may cancel an Ad and terminate the Agreement without cause, at any time on 90 days’ written notice to carsales (“Minimum Notice Period”), provided that: 

(i) if the Publication Date has occurred before the date the notice of termination is received by carsales or if the Publication Date occurs during the Minimum Notice Period, then: 

(a) the Ad shall remain published for the Minimum Notice Period (unless the Advertiser waives this right); 

(b) carsales reserves the right to charge the Advertiser for the costs of the Ad during the Minimum Notice Period; and 

(c) at the end of the Minimum Notice Period, carsales will remove the Ad. 

(ii) if the Publication Date is to occur after the end of the Minimum Notice Period, the Ad will not be published and carsales will not charge the Advertiser the publication Fee. 

10. HOW AND WHEN CARSALES FEES ARE PAYABLE

10.1 The Advertiser will pay the Fees as set out in the Insertion Order. 

10.2 Fees are: 

(a) invoiced in respect of the month the Insertion Order is received; and 

(b) payable within 30 days of invoice. 

10.3 carsales may charge the Advertiser any additional costs or disbursements that carsales reasonably incurs in the provision of Advertising Services to the Advertiser including but not limited to the cost of obtaining any necessary licences or other regulatory approvals, talent, production or other contractor costs. 

10.4 The Advertiser acknowledges and agrees that no fee or other payment will be paid by carsales to the Advertiser for placing an Ad. 

10.5 If the Advertiser fails to pay any Fees by the required time in addition to any other rights it may have at law, carsales may require that the Advertiser pay:- 

(a) interest to carsales, on the daily amount outstanding, at the rate applicable from time to time under the Penalty Interest Rates Act 1983 (Vic) until all monies due are paid; and 

(b) any reasonable expense (including legal fees) incurred by carsales in recovering the outstanding Fees from the Advertiser. 

11. TAXES

11.1 All rates and charges are quoted exclusive of GST unless expressly stated otherwise. carsales will issue the Advertiser with a valid tax invoice and the Advertiser will pay to carsales any applicable GST in addition to the rates and charges quoted. 

11.2 The Advertiser must pay all taxes, duties and other government charges payable in connection with this Agreement, including but not limited to value added tax, stamp duty and sales tax excluding any charges based on carsales’ income. 

12. LIABILITY

12.1 Other than as set out in this Agreement, and to the full extent permitted by law, all implied warranties, rights, remedies, conditions and guarantees in respect of the Advertising Services provided by carsales under this Agreement are hereby excluded.  Nothing in this Agreement excludes any statutory guarantees which cannot be excluded, for example under the Australian Consumer Law. 

12.2 Subject to clause 12.3: 

(a) where the law creates or implies a guarantee, right or term into this Agreement which cannot be excluded and carsales breaches that term, to the full extent permitted by law, carsales’ liability is limited, at its option, to supplying the relevant services again or paying the cost of supplying those services again; or 

(b) subject to paragraph 12.2(a), where the claim or cause of action arises out of or in connection with this Agreement (whether arising in contract, tort (including negligence), indemnity or breach of statute) carsales’ liability to the Advertiser for such claim or cause of action is limited, in aggregate in respect of all claims or causes of action, to the sum of Fees paid or payable in respect of the Advertising Services to which the claim or cause of action relates. 

12.3 In no event will carsales be liable to the Advertiser for loss of use, production, profit, revenue, business, data, contract, opportunity or anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect, special or consequential loss or damage.  The Advertiser acknowledges that the Advertising Services are not critical to its business and that carsales’ fees would need to be higher to accommodate the potential recovery of such loss by Advertisers. 

12.4 The parties agree that the time within any claim or cause of action may be brought arising out of or in connection with this Agreement (other than for a failure to pay any Fees) is limited to three months from the date the claim or cause of action arose or the date on which the claim or cause of action should reasonably have been discovered. 

12.5 For the purposes of this clause, the term carsales or party will mean carsales or a party to this Agreement, its officers, employees, contractors and agents, whether individually or collectively. 

12.6 Any amount claimed by the Advertiser pursuant to clause 12.2 will be reduced proportionally to the extent that any loss, damage, liability, claim or expense is caused, or contributed to, by the Advertiser. 

13. SUSPENSION OF ADVERTISING SERVICES

carsales may in its absolute discretion immediately suspend all or part of the Advertising Services in the event of a Default Event by the Advertiser. 

14. WHEN DOES THIS AGREEMENT AND/OR A PRODUCT AND SERVICES AGREEMENT END

14.1 carsales may terminate this Agreement on 30 days’ written notice to the Advertiser. 

14.2 A party may terminate this Agreement by immediate written notice to the other party (the “Defaulting Party”) if: 

(a) the Defaulting Party breaches any provision of the Agreement that is not capable of remedy; 

(b) the Defaulting Party breaches any provision of the Agreement that is capable of remedy and fails to remedy such breach within 10 Business Days of receipt of written notice; or 

(c) the Defaulting Party is Insolvent (each a “Default Event”). 

14.3 On the termination or expiry of this Agreement: 

(a) carsales will immediately cease to provide the Advertising Services; 

(b) the Advertiser must pay all outstanding Fees to carsales; 

(c) each party must return or destroy (at the election of the disclosing party) the other party’s Confidential Information (except to the extent that a party is required to retain any Confidential Information by law); and 

(c) any provision of these Terms and Conditions which is by its nature a continuing obligation will survive termination or expiry, including clauses 2, 4.2(d), 5.1(b) to (h), 12, 14.3 and 14.4, 15, 16, 17, 18 and 21. 

14.4 Termination of this Agreement will not prejudice any accrued rights or liabilities of a party. 

15. WARRANTY AND INDEMNITY

15.1 The Advertiser warrants to carsales that it is fully authorised to publish and authorise carsales to publish (and authorise others to publish) on its behalf the Ad and all Advertising Material and that carsales’ use of the Advertising Material will not infringe the Intellectual Property Rights of any third party or breach any law. 

15.2 Where an agency or media company arranges the Advertising Services for its clients then that agency or media company warrants to carsales that it is fully authorised to act on behalf of its clients. 

15.3 The Advertiser indemnifies carsales, its Related Bodies Corporate (plus the owners or operators of any website which carsales syndicates Ads to) and each of their directors, officers, agents and employees against all actions, claims, proceedings, demands and any other liability (including the cost of defending or settling any actions, claims and demands) instituted against, claimed or demanded from carsales (or any of the indemnified persons set out in this clause 15.3) arising directly or indirectly, out of: 

(a) a breach of the Agreement or a breach of law by the Advertiser; 

(b) any unlawful or negligent act or omission by the Advertiser; or 

(c) the publication by carsales, its Related Bodies Corporate or any other person of the Advertiser’s Ad or any Advertising Material; except to the extent that such actions, claims, proceedings, demands or liability are caused by carsales’ own acts or omissions, and subject to a maximum liability cap of $10 million. 

15.4 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties under the Agreement. 

15.5 If a party is entering into this Agreement as the trustee of a trust, then that party represents and warrants that:

(i) it has full power and authority to act, enter into this Agreement (including any Insertion Order) and perform any relevant activity on behalf of the trust in accordance with the terms of the relevant trust deed which is binding, valid and complies with all applicable laws; and

(ii) it has the right to be fully indemnified out of the relevant trust fund in respect of its obligations under this Agreement. In addition, that party must not retire as trustee of the trust or appoint any new or additional trustees without first notifying the other party in writing. 

16. OWNERSHIP AND LICENCE

16.1 Subject to any warranties provided in these Terms and Conditions by the Advertiser, carsales acknowledges that the Advertising Materials are owned by or licensed to the Advertiser. 

16.2 The Advertiser grants carsales a non-exclusive, royalty free, worldwide licence to: 

(a) use, copy, adapt, re-format, re-compile, edit, modify, perform, reproduce, display, transmit and distribute the Advertising Material for the purposes of providing the Advertising Services and otherwise performing its obligations pursuant to this Agreement; and 

(b) use, copy, transmit, reproduce, display, distribute and publish the Advertiser’s name, business name or trade mark owned used by the Advertiser for the purposes of marketing or promoting the Advertising Services or any other carsales products or services to third parties. 

16.3 For the avoidance of doubt, nothing in this Agreement transfers ownership of any Intellectual Property Rights owned by carsales to the Advertiser.

16.4 The Advertiser agrees to not use carsales’ Intellectual Property, or otherwise refer to carsales in any public-facing materials (such as any website or promotional materials), unless it has obtained carsales’ prior written consent or such use is expressly permitted under this Agreement.

17. VARIATION

carsales may, in its absolute discretion, modify or amend these Terms and Conditions by publishing those modified or amended Terms and Conditions on its website and the version in effect at the time of entry into an Insertion Order will be binding on the Advertiser. 

18. CONFIDENTIALITY

18.1 Subject to clause 18.2, and without limiting clause 5.1(b), each party must maintain the confidentiality of the other party’s Confidential Information and not disclose the other party’s Confidential Information to any person. 

18.2 A receiving party may disclose the Confidential Information of a disclosing party to an Associated Person provided that any Associated Person complies with clause 18.1 as if it had been a party to these Terms and Conditions. 

18.3 In addition to clause 18.2, a receiving party may disclose the Confidential Information of a disclosing party as required by law (including without limitation under any applicable secret commissions legislation), a court order or the rules of a publicly recognised stock exchange. Where lawful to do so, the receiving party shall provide written notice to the disclosing party prior to such disclosure.

19. ADDITIONAL TERMS

19.1 In addition to agreeing to these Terms and Conditions, if the Advertising Services include:  

(a) leads delivered to the Advertiser (or the Advertiser’s third party agent) by carsales, the Advertiser agrees to the Lead Handling Terms and Conditions;  

(b) website design or hosting services (including an “i-Motor landing page”), the Advertiser agrees to the Website Solutions Terms and Conditions;  

(c) products or services provided as part of a trial or beta test, the Advertiser agrees to the Beta Product Terms and Conditions;  

(d) video production or photography services (including but not limited to “Video Service” and “Photo Service” services), the Advertiser agrees to the Photography and Video Services Terms and Conditions;  

(e) Search Engine Marketing (SEM) services, the Advertiser agrees to the SEM Service Terms and Conditions;  

(f) carsales match services, the Advertiser agrees to the carsales Match Service Terms and Conditions;   

(g) Editorial Boost services, the Advertiser agrees to the Editorial Boost Service Terms and Conditions;   

(h) carsales Conversion API , the Advertiser agrees to the carsales Conversion API (“CAPI”) Terms and Conditions; 

(i) custom creative or Ad production services, the Advertiser agrees to the carsales Custom Creative Services Terms and Conditions ;  

(j) Stock Boost, the Advertiser agrees to the following terms: Where an Item selected to feature in Stock Boost is delisted during the period in which the Stock Boost is active, carsales may automatically select a new active listing from the Advertiser’s account to feature in Stock Boost as a replacement of the delisted listing. Where a click-through URL has not been provided by the Advertiser for that listing, carsales may automatically identify the applicable URL via automated means. Whilst carsales has taken steps to enhance the accuracy of this automated process, Advertiser acknowledges and agrees that carsales cannot guarantee accuracy, and the Advertiser should regularly review click-through URLs that have been automatically populated by carsales; and 

(k) any other products or services described on the carsales Business Terms and Conditions page, the Advertiser agrees to the terms and conditions corresponding with that product or service as described on that page.  

20. IGNITION PLATFORM

An Advertiser is deemed to have submitted a signed Insertion Order for the purposes of these Terms and Conditions where that Insertion Order is submitted online via the Ignition Platform. 

21. OTHER LEGAL MATTERS

21.1 Usage Statistics 

carsales’ statistics shall, in the absence of evidence to the contrary, be conclusive for the purpose of calculating the number of Impressions, usage statistics and like metrics, in respect of the Advertising Services. 

21.2 Entire Agreement 

The Agreement sets out the entire agreement between carsales and the Advertiser in respect of the Advertising Services and supersedes all prior arrangements, undertakings, representation and warranties in respect of the Advertising Services including any terms and conditions submitted by the Advertiser not set out in this Agreement. 

21.3 Further Acts 

Each party agrees to promptly do all things that may be necessary or desirable to give full effect to every part of this Agreement if asked in writing by the other party to do so. 

21.4 Assignment 

carsales is permitted to assign this Agreement to its Related Bodies Corporate at any time without the Advertiser’s consent.  Except for this, neither party may assign, transfer or otherwise dispose of, in whole or in part, their rights or obligations under this Agreement, without the prior written consent of the other which consent will not be unreasonably withheld. 

21.5 Sub-contractors 

carsales may subcontract the performance of this Agreement or any part thereof but will remain responsible for all obligations hereunder. 

21.6 Provisions Severable 

If any provision of this Agreement is invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected and such invalid, illegal or unenforceable provision is to be severed from this Agreement. 

21.7 Waiver 

Failure by any party to exercise or delay in exercising any right, power or remedy under this Agreement does not prevent its exercise. Any waiver of this Agreement must be in writing signed by the party or parties to be bound. 

21.8 Notice 

Where in this Agreement a party is required to give notice in writing, a party may give the same by: 

(a) prepaid ordinary post to the party’s address set out in the Insertion Order which will be deemed to be delivered two Business Days after it is sent; 

(b) email to the email address set out in the Insertion Order which will be deemed to be delivered on the same date that it was sent, except where the sender receives an email notification that the email was not delivered to the recipient. 

The Advertiser is responsible for providing carsales with updates to any contact details set out in the Insertion Order. 

21.9 Costs 

The Parties agree to pay their own legal and other costs and expenses in connection with this Agreement. 

21.10 Governing Law 

This Agreement is governed by and construed in accordance with the laws of the state of Victoria, Australia and the Parties irrevocably submit to the exclusive jurisdiction of the courts in that state. 

Last updated: 3 October 2025