The following terms and conditions (the “Terms & Conditions”) govern your access to and use of the services provided by AHK Digital Comms Pty Ltd (“AHK Digital”, “we,” or “us”), located in Melbourne, Australia. By accessing or using our services, you agree to be bound by these Terms & Conditions. If you do not agree to these terms, you may not use our services.
We reserve the right to modify these Terms & Conditions at any time without prior notice by posting amended terms on our website. Your continued use of AHK Digital’s services indicates your acceptance of the amended Terms & Conditions.
Definitions
Ad – Any advertisement promoting the products and/or services of the Client, which may be personalized by AHK Digital’s technology for each user.
AHK Digital Account – One or more user accounts on the AHK Digital platform.
AHK Digital Service – Access to and use of the AHK Digital platform and services offered by AHK Digital.
AHK Digital Technology – Technology that allows AHK Digital to target and retarget users based on their behavior and display Ads to them.
Client – A user that signs up for an advertiser profile. If a user is participating in or using the AHK Digital Service on behalf of a company, organisation, or other entity, then “you,” “your,” or “Client” includes the user and such entity.
Client Content – Images, graphics, text, data, links, or other materials supplied by the Client to AHK Digital for inclusion in the Ads.
Dynamic Ads – The ability to show personalised ads populated by data and images pulled from the Client’s website or provided to AHK Digital by the Client in a data feed.
Insertion Order – An order for services placed by the Client outside of services launched by the Client themselves using the AHK Digital platform. Insertion Orders will include the type of service chosen, the duration of the service, the budget, the price, and any other specific conditions.
Setting Up the Service
The Client acknowledges and accepts the technical requirements and specifics of the service prior to accepting these Terms & Conditions. The Client commits to implementing (and continually complying with) the technical requirements for using AHK Digital’s Technology. These technical specifications include:
1. Including the tags supplied by AHK Digital on the Client’s website.
2. Supplying AHK Digital with the catalogue files of the Client’s products and services (if applicable) for inclusion in the Ads.
3. Supplying AHK Digital with the Client’s logos for the Ads if AHK Digital is involved in creating the Ads.
In case of delays in these operations due to the Client, AHK Digital does not warrant the dates stated in the Insertion Order. The Client must not modify or attempt to modify the codes or any other program of the AHK Digital Technology. The Client represents that they are authorised to accept these Terms & Conditions and grant all permissions and licences herein.
Display of the Ads
The Client acknowledges and accepts that:
1. The Ads are displayed on websites within the AHK Digital Network based on the results of AHK Digital’s Technology.
2. AHK Digital has absolute discretion regarding where (and how often) the Ads are displayed within the AHK Digital Network.
3. The Ads may be displayed alongside direct or indirect competitors’ Ads.
AHK Digital reserves the right to make changes to its Technology without notice or compensation to the Client and for any reason to cease displaying the Ads.
Client Adjustments, Measurements, and Performance
AHK Digital measures, through its servers, the number of impressions, clicks, and other indicators necessary for calculating the charges under this Agreement. The Client will receive these statistics via email. The statistics are updated within a maximum delay of 48 hours. To access these measurements, AHK Digital grants the Client access to the AHK Digital platform. The Client chooses their password and ID, which are personal and confidential. The Client is responsible for the use and storage of their password and ID. Any loss or involuntary disclosure must be immediately notified in writing to AHK Digital.
Invoicing and Payment
AHK Digital has no required minimum spend for using the AHK Digital Technology. All charges and invoices are based on AHK Digital’s measurements and tracking, not based on those of the Client or any other party. For accounts set up using a credit card, AHK Digital pre-charges the Client for the weekly budget costs (determined or set by the Client). Prior to the start of a new week, AHK Digital will charge the Client’s credit card for the amount necessary to begin the week with a balance equal to the desired weekly campaign spend.
Should a Client pause a campaign or choose to close their account with AHK Digital, the Client may request a refund of any funds remaining in their account after the campaign is paused. Requests for such refunds must be made within 90 days of pausing or closing an account to be eligible. AHK Digital will credit or refund any remaining amounts if the Client has met all commitments under this Agreement, including complete payment for all services. The Client must pay the amounts set out in the invoices within 30 days of the invoice date. All payments to AHK Digital must be made in Australian Dollars (AUD) unless otherwise agreed and are quoted exclusive of any Goods and Services Tax (GST), which is payable at the time and in the manner required by law.
Intellectual Property
Neither Party acquires any intellectual property rights as a result of the Ad display on the AHK Digital Network. Each Party remains the sole owner of the intellectual property rights it owned prior to this Agreement. AHK Digital is the sole owner of the data collected from the Ads as a result of the AHK Digital Technology. The Client acknowledges that AHK Digital has the perpetual right to use and disclose data derived from the Client’s use of the AHK Digital Service (i) as part of its business operations, provided it does not directly or individually identify the Client and/or users, (ii) to operate, manage, test, maintain, and enhance the AHK Digital Service and Technology, and (iii) if required by court order or law.
For the duration of this Agreement, the Client grants AHK Digital a worldwide, royalty-free, transferable licence to use, reproduce, and represent the Client’s trademarks and logos, to display, reproduce, and represent the Client Content and any other creative elements of the Ads (i) on the AHK Digital Network, (ii) on all documentation promoting the AHK Digital Service.
Warranties
AHK Digital provides no warranty or condition, express or implied, regarding any matter. Specifically, AHK Digital expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the AHK Digital Technology, the AHK Digital Network, or any service provided under this Agreement.
The Client warrants and represents to AHK Digital that:
1. They have the right, power, and authority to enter into this Agreement and perform their obligations as set out herein.
2. They have the right to provide the Client Content of the Ad to AHK Digital for publication without infringing any rights of any third party, including intellectual property rights.
3. The Client Content complies with the Interactive Advertising Bureau (IAB) Guidelines, Standards & Best Practices, and all other applicable laws, guidelines, industry codes of practice, and regulations.
4. The Client Content does not provide access via hyperlinks to any website containing material that is obscene, defamatory, or contrary to any applicable law or regulation.
The Client will defend, indemnify, and hold AHK Digital harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees) arising from any breach of this clause or any claim that would constitute a breach of this clause if true.
Liability
AHK Digital is not liable for any special, indirect, incidental, consequential, punitive, or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. AHK Digital is not liable for any failure or delay resulting from events beyond its reasonable control, including but not limited to fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, or embargo.
To the maximum extent permitted by law, AHK Digital’s liability under these Terms, for any cause, whether in contract or tort, or otherwise, is limited to general money damages and will not exceed the amount corresponding to the last month invoiced to the Client.
Personal Data
The Client acknowledges and accepts inserting the AHK Digital code and tags on its webpages. Except as otherwise provided in these Terms & Conditions, any personally identifiable data received by AHK Digital via the tags inserted on Client webpages will be used solely for performing the service and for no other purpose. AHK Digital will collect and use data in accordance with all applicable Australian laws and regulations, including but not limited to the Privacy Act 1988.
The Client must include on its website(s) a privacy policy that discloses that third parties may place anonymous cookies on the browsers of visitors to its website(s) and may send their own cookies to the visitors’ cookie file, as well as any additional notices required to comply with applicable law and industry self-regulation. These cookies allow the AHK Digital Technology to serve Ads. Each Ad will include a link that provides information for users on how to opt-out of being cookie-targeted and retargeted by AHK Digital. The Client must not send any personally identifiable information (such as emails, credit card information, addresses, etc.) to AHK Digital unless authorised under a separate written agreement between AHK Digital and the Client.
Term and Termination
This Agreement applies from the date of the creation of an AHK Digital Account and expires:
1. Upon the cancellation of the Client’s AHK Digital account either at the Client’s request or by AHK Digital.
2. On the date when the total amount the Client will pay to AHK Digital for the AHK Digital Technology as stated in an Insertion Order is exhausted.
The Client may terminate the Agreement with immediate effect by written notice to AHK Digital if:
1. AHK Digital commits a material breach of any of its obligations under this Agreement and, in the case of a remediable breach, fails to remedy it within seven (7) days of receiving notice from the Client specifying the breach and requiring it to be remedied.
2. A force majeure event continues for a minimum period of two months.
AHK Digital reserves the right to terminate the Agreement with immediate effect at any time and for any reason.
Expiration or termination of this Agreement will not affect any accrued rights or liabilities of either party nor will it affect any clause that is expressly or by implication intended to continue in force after expiration or termination.
Confidentiality
Each party agrees not to divulge or communicate to any person, except its professional representatives or advisers or as required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any confidential information concerning the business.
No Assignment
The Client may not, without AHK Digital’s prior written consent, assign, sub-license, or otherwise deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under this Agreement or attempt to do any of the same.
Miscellaneous
The parties acknowledge and accept that electronic format is an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order, including its renewal.
These Terms & Conditions constitute the complete and entire agreement between the parties and supersede any and all prior understandings, commitments, representations, or agreements, whether written or oral, between the parties.
If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will have no effect on the other provisions of this Agreement, which will remain in full force and effect.
In no event will any delay, failure, or omission (in whole or in part) in enforcing, exercising, or pursuing any right, power, privilege, claim, or remedy conferred by or arising under this Agreement or by law be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power, privilege, claim, or remedy, in any other instance at any time or times subsequently.
General Information
AHK Digital Comms Pty Ltd, AHK Digital, AHK Digital.com, the AHK Digital logo, and other AHK Digital logos and names are trademarks of AHK Digital Comms Pty Ltd. You agree not to display or use these trademarks in any manner without AHK Digital’s prior written permission.
Section titles are displayed for convenience only and have no legal effect.