Draft for legal review, 25 October 2026

These Terms apply to every media booking, plan, quote and production job The Media Planning Agency Pty Ltd (ABN 65 116 043 497) (“MPA”) provides to a Customer.

1. Acceptance and definitions

1.1 The Customer accepts these Terms by any of the following: signing a quote or media plan; approving a plan, schedule or booking in writing (including by email or message); instructing MPA to book media; supplying ad material; or paying any invoice. Acceptance applies to that booking and all later bookings.

1.2 These Terms prevail over any purchase order, brief or other document issued by the Customer, unless an authorised director of MPA agrees otherwise in writing.

1.3 In these Terms:

• Advertising means any media space, airtime, impressions, placements or other inventory booked by MPA for the Customer, and any associated content.
• Customer means the person or entity that requests or approves the booking, including any agency acting for an advertiser.
• Media Owner means any publisher, broadcaster, platform, network, site owner or supplier from whom MPA buys Advertising.
• Date of First Appearance means the first scheduled date on which the Advertising is due to run, air or go live.
• Media Cost means the full gross cost of the Advertising as quoted or invoiced, excluding GST.
• Production means TV, video, audio, photography, design or other creative production services quoted by MPA.

1.4 Where the Customer is an agency booking on behalf of an advertiser, the agency and the advertiser are jointly and severally liable for all amounts payable under these Terms.

2. Cancellation

2.1 All cancellations must be made in writing to MPA and are effective only when MPA confirms receipt. Verbal cancellations are not accepted.

2.2 Cancellation inside the notice period below is a “drop and charge”: the Advertising is cancelled and the Customer pays 100% of the Media Cost.

2.3 Where a Media Owner’s own cancellation terms are stricter than those above, the Media Owner’s terms apply and MPA will advise the Customer at the time of booking.

2.4 Any reduction in spend, change of dates or change of market is treated as a partial cancellation of the affected Advertising.

2.5 Any production, printing, installation or material costs already incurred are payable in full regardless of cancellation.

3. Estimates and Media Owner performance

3.1 Digital Media and Video on Demand. All proposed rates, CPMs, impressions, audience reach, frequency, views, clicks, completion rates and other delivery or performance figures for Digital Media and Video on Demand are estimates only. They are based on information supplied by Media Owners and platforms at the time of the proposal and are subject to change without notice. Actual delivery may vary, and a variance from any estimate does not entitle the Customer to a refund, credit, reduction or other remedy from MPA.

3.2 All other media. Ratings, audience, circulation, readership, traffic and reach figures for radio, television, outdoor, press, cinema and any other medium are estimates drawn from Media Owner or industry data. MPA does not guarantee them.

3.3 Rates. Quoted rates are valid for 14 days from the date of the quote unless stated otherwise, and are subject to availability at the time of booking. Media Owners may change rates, loadings or surcharges, and MPA may pass any increase on to the Customer.

3.4 Media Owner performance. MPA acts as the Customer’s buying agent and does not control how Media Owners run Advertising. Where Advertising is missed, pre-empted, misplaced, under-delivered or runs incorrectly, the Customer’s sole remedy is the make-good, bonus or credit the Media Owner provides, which MPA will seek on the Customer’s behalf. MPA is not liable for any Media Owner’s act or omission.

3.5 Placement. Unless a fixed position is booked and confirmed in writing by the Media Owner, placement, programme, time slot and position are at the Media Owner’s discretion.

4. Ad material and content

4.1 The Customer must supply ad material that meets the Media Owner’s specifications, as advised by MPA, by the material deadline MPA specifies.

4.2 If material is late, incorrect or not supplied, the Customer remains liable for 100% of the Media Cost. MPA may run existing or substitute material where the Media Owner allows, and is not liable for any loss arising from late or non-compliant material.

4.3 Acceptance of material is at the sole discretion of the Media Owner. If a Media Owner refuses, removes or requires changes to material, the Customer remains liable for the Media Cost and for any cost of changes.

4.4 The Customer must check all proofs, schedules and published Advertising promptly and notify MPA of any error in writing within 7 days of the Advertising first running. After that, the Advertising is deemed accepted.

4.5 MPA is not responsible for errors in material, copy or instructions supplied by the Customer or its agents, including instructions given by phone.

4.6 Customer warranties. The Customer warrants that all material it supplies or approves:

• is lawful and complies with the Competition and Consumer Act 2010 (Cth), the AANA Codes and all other applicable laws and industry codes;
• is accurate and not misleading or deceptive;
• does not infringe any person’s copyright, trade mark, privacy or other rights; and
• has all necessary licences, consents and talent, music and usage rights for the full campaign period and all media booked.

4.7 The Customer is solely responsible for the content of its Advertising, including where MPA has helped prepare or place it based on the Customer’s instructions or approval.

5. TV, video and creative production

5.1 A deposit of 50% of the quoted price is payable on acceptance of the quote. Work is not scheduled until the deposit is received. The balance is payable on delivery of the final files, before release of masters.

5.2 Quotes cover the scope stated. Extra shoot time, revisions beyond two rounds, talent, music, location, travel or other changes the Customer requests are charged in addition.

5.3 All intellectual property, footage and files remain the property of MPA until the invoice is paid in full. On full payment, MPA grants the Customer a licence to use the final production for the purpose and media quoted. Raw footage and project files are not supplied unless quoted.

5.4 Cancellation or postponement of a confirmed shoot:

5.5 For external shoots, weather allowances are as stated in the quote. A shoot postponed for weather beyond that allowance is rescheduled at the Customer’s cost for any additional crew, equipment or location fees.

6. Rates, GST and credit

6.1 All prices are in Australian dollars and exclude GST unless stated. The Customer pays GST at the same time as the price. MPA issues a tax invoice or adjustment note as required.

6.2 Discounts, bonuses and value-adds apply only where confirmed in writing and are conditional on payment in full by the due date.

6.3 MPA may grant, refuse, limit or withdraw credit at any time at its discretion. Credit is available only after MPA approves a completed credit application, which may require a personal guarantee from one or more directors.

6.4 The Customer is liable for all bookings placed under its account by any of its employees, contractors or agents.

7. Payment

7.1 New Customers, and Customers without an approved credit account, must pay 100% of the Media Cost before the booking is confirmed with the Media Owner. MPA may require pre-payment from any Customer at any time.

7.2 Approved credit accounts must pay within 14 days of invoice date, or by the date MPA must pay the Media Owner if earlier, unless otherwise agreed in writing.

7.3 Payment is due in full without set-off, deduction or withholding, including for any dispute about a different booking.

7.4 The Customer must pay the full price even if a Media Owner varies the format, position or placement, or if there is an error in the Advertising, unless the error was caused by MPA.

7.5 MPA earns its income from media commissions and/or media rebates. Prompt payment is therefore appreciated.

8. Late payment and default

8.1 If the Customer does not pay on time, breaches these Terms or suffers an Insolvency Event, MPA may, at its discretion and without notice:

1. suspend or cancel any Advertising not yet run, with the Customer remaining liable for cancellation charges under clause 2;
2. withdraw credit and require pre-payment for all further bookings;
3. charge interest on overdue amounts at 2% per month, calculated daily from the due date;
4. withdraw any discounts, bonuses or rebates, and invoice the difference at the Media Owner’s casual rate;
5. recover all costs of collection, including debt collection agency fees and legal costs on a full indemnity basis; and
6. take any other action available at law.
7. Insolvency Event means the Customer becomes bankrupt; cannot pay its debts as and when they fall due; enters into an arrangement with creditors; or has an administrator, liquidator, receiver or manager appointed, or an application made for its winding up.

8.3 A statement of debt signed by an MPA director is prima facie evidence of the amount owed.

8.4 MPA may set off any amount it owes the Customer against any amount the Customer owes MPA.

9. Liability and indemnity

9.1 Nothing in these Terms excludes any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded (a Non-excludable Guarantee).

9.2 To the extent the law allows, MPA’s liability for breach of a Non-excludable Guarantee, or for any error in Advertising caused by MPA, is limited at MPA’s option to re-supplying the Advertising or paying the cost of re-supply.

9.3 Subject to clause 9.1, MPA excludes all other liability, whether in contract, tort (including negligence) or under statute. MPA is never liable for indirect or consequential loss, loss of profit, revenue, data, goodwill or business opportunity.

9.4 MPA’s total liability in connection with any booking is limited to the commission MPA earned on that booking.

9.5 Media plans, recommendations and strategic advice are provided in good faith. The Customer makes its own decisions about its advertising and does not rely on any forecast or result MPA may discuss.

9.6 The Customer indemnifies MPA and its officers, employees, contractors and agents against all claims, losses, costs (including legal costs) and liabilities arising from the Customer’s Advertising content, its breach of these Terms, or any negligent or unlawful act or omission of the Customer.

10. Privacy and confidentiality

10.1 MPA collects the Customer’s personal information to provide its services, invoice and recover debts. MPA may disclose it to Media Owners, suppliers, credit reporting bodies and debt collectors for those purposes. MPA handles personal information under its Privacy Policy at [insert website link]. Requests to access personal information can be sent to the Privacy Officer, The Media Planning Agency, 19A Chiltern Road, Willoughby NSW 2068.

10.2 Each party must keep confidential the other’s non-public information, including pricing, rates, volumes, budgets, schedules and plans, and must ensure its staff, agents and contractors do the same, unless disclosure is required by law.

10.3 MPA’s media plans, strategies, rate information and proposals remain MPA’s intellectual property. The Customer must not share them with another agency or Media Owner, or use them to book directly, without MPA’s written consent. If it does, MPA may charge a planning fee equal to 15% of the media value of the plan.

11. General

11.1 These Terms, together with any written quote or media plan, are the entire agreement between MPA and the Customer. They can be varied only in writing signed by an MPA director.

11.2 MPA may update these Terms at any time by publishing them on its website. Updated Terms apply to bookings made after publication.

11.3 MPA is not liable for any delay or failure caused by events beyond its reasonable control, including Media Owner outages, platform changes, natural disasters, pandemics, industrial action, power or internet failure, or government action.

11.4 MPA may give notice by email to the Customer’s last known email address. Notice is taken as received on the business day after it is sent.

11.5 If any clause is invalid or unenforceable, it is severed and the rest of these Terms continue in force.

11.6 These Terms are governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.