Canstar NZ Digital Advertising T&C

Updated 19/11/2025

These are the terms and conditions for online advertising (‘Terms’) entered into between Canstar New Zealand Limited, Registration No. 3225469 (‘Canstar NZ / we / us’) and the Advertiser and/or Agency (‘you’). Canstar NZ (FSP200146) is a registered Financial Service Provider that holds a full licence issued by the Financial Markets Authority to provide financial advice services.

Canstar NZ will advertise your products and services online as set out in these Terms and the Insertion Order.

  1. Agreement
    1.1 To enter into an agreement with Canstar NZ, you must provide an insertion order (‘Insertion Order’ or ‘IO’) that is signed or approved by you to Canstar NZ.

1.2 If Canstar NZ notifies you of acceptance of your Insertion Order, an agreement will be formed (‘Agreement’), between you and Canstar NZ comprising:

  • the Insertion Order that was signed or approved by you;
  • any Schedules or Annexures that are attached to the Insertion Order; and
  • these Terms.

1.3 In the event of any inconsistency, the document higher in the list in clause 1.2 above will prevail over the document lower in the list in clause 1.2.

1.4 This Agreement constitutes the entire agreement between the parties and replaces any previous discussions, communications or other documents concerning the supply of the Services.

  1. Definitions
  • In this Agreement, the following definitions apply:
    • ‘Advertisement’ means the Advertiser’s advertisement intended to be displayed on Canstar NZ’s Websites or Advertiser’s product link from Canstar NZ Websites with the description and specifications contained in the columns headed ‘Advertisement’ in the IO and includes all associated materials (including any combination of text, links and images, whether in static or Widget format).
    • ‘Advertiser’ is the entity described as such in the IO, if applicable.
    • ‘Agency’ is the entity described as such in the IO, if applicable.
    • ‘Attribution Window’ means 90 days from the date a User is referred to you by the Canstar NZ unless an alternate attribution window is noted on the IO.
    • ‘Budget Cap’ means the maximum Fees payable by you to Canstar NZ pursuant to this Agreement unless otherwise agreed by the parties in accordance with clause 11.2 of these Standard Terms.
    • ‘Business Day’ means a day on which banks are open for business in Auckland, New Zealand, and excluding Saturdays, Sundays and gazetted public holidays.
    • ‘Business Hours’ mean the hours between 9.00am and 5.00pm Auckland time on any Business Day.
    • ‘Canstar Group’ means Canstar Pty Ltd ABN 21 053 646 165 (‘Canstar’) and its related bodies corporate as defined in section 50 of the Corporations Act 2001 (Cth).
    • ‘Canstar NZ Websites’ means websites owned or operated by Canstar NZ or another member of the Canstar Group and websites of a Canstar Group or Canstar NZ distribution partner on whose website Canstar NZ is authorised to place advertising.
    • ‘Canstar Trademark’ means the registered and unregistered trademarks owned by Canstar NZ and any other member of the Canstar Group.
    • ‘Change of Control’ means either a) a change of 50% or more in the ownership of an entity; or b) a change in the composition of the board of directors (if the entity is a company);
    • ‘Code’ refers to the applicable codes of conduct applicable in New Zealand at the time and includes (but is not limited to), the Advertising Code of Ethics, the Code for Comparative Advertising, the Code for Financial Advertising, the Responsible Lending Code, the Code of Professional Conduct for Authorised Financial Advisers and any other code of conduct applicable to the operation of this agreement.
    • ‘Confidential Information’ includes the terms and conditions of this Agreement and means all confidential, non-public or proprietary information relating to the business, corporate, legal and financial affairs, technology, know-how, processes, products, pricing and/or customers of a party, its related bodies corporate or its customers, whether written, oral or in electronic form and whether exchanged, disclosed or learnt before, on or after the date of this Agreement, but excludes information:
      1. which is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed by one party to the other party; OR
      2. which the party can prove by contemporaneous written documentation:
        1. was already known to it at the time of disclosure by the other party;
        2. was independently developed without use of Confidential Information of the other party; or
  • was learned from a third party under no duty of confidence.
  • ‘Consequential Loss’ means :
    1. indirect, consequential, special, incidental, punitive damages or loss;
    2. loss of revenues;
    3. loss of reputation;
    4. loss of profits;
    5. wasted expenditure;
    6. lost opportunities, including opportunities to enter into arrangements with third parties; or
    7. loss or damage in connection with claims against you by third parties, except for claims against you arising directly or indirectly as a result of or in connection with any infringement of Intellectual Property Rights of a third party arising out of or in connection with you using the Canstar Trademarks or common law rights.
  • ‘Click-to-Call’ means a telephone number displayed as a link that may form part of an Advertisement that, when clicked or the telephone number called by a User, will automate a telephone call to the number that you have provided for your customer service centre.
  • ‘CLI’ or ‘Calling Line Identification’ means the method by which inbound calls made can be identified by their number of origin or the name of the person or organisation associated with the number.
  • ‘Continuing Term’ is defined in clause 3.3.
  • ‘Cost Model’ means any of the following as set out in the IO or as otherwise described in the IO:
  • ‘CPA’ or ‘Cost Per Acquisition’ means the cost that is payable each time a unique User completes the required fields of the Advertiser’s product application and submits that application to acquire or establish a new product;
  • ‘CPAA’ or ‘Cost per Approved Application’ means the cost that is payable each time:
    1. a unique User applies for a product or service; and
    2. that User’s application for such product or service is accepted by you or the issuer of the product or service, as the case may be.
  • ‘CPC’ or ‘Cost Per Click’ means the cost that is payable each time a User clicks on the Advertisement and is taken to your Landing Page;
  • ‘CPFL’ or ‘Cost per Funded Loan’ means the cost that is payable each time a unique User applies for and settles a loan (‘Funded Loan’) with you within the Attribution Window of you receiving the referral from Canstar NZ.
  • ‘CPL’ or ‘Cost Per Lead’ means the cost that is payable each time a unique User submits to you personal details fields including their name and contact details on either your Widget Advertisement or a Canstar NZ generated lead form, in relation to the product or service the subject of the Advertisement. A Lead will be invalid where:
    1. the name or contact details are obviously a fabrication of the true identity of the customer e.g. Mickey Mouse, Phone 5555 0000; or
    2. both of the following apply: the telephone number is disconnected and the email address is undeliverable.
  • ‘CPM’ or ‘Cost per thousand’ means the cost that is payable for every thousand impressions of your Advertisement.
  • ‘CPQ’ or ‘Cost per Quote’ means the cost that is payable each time a User completes the required fields either on your Widget Advertisement or on your site via a link from the Advertisement to complete a quote.
  • ‘CPCTC’ or ‘Cost per Click-to-Call’ means the cost that is payable each time a User clicks or calls the telephone number displayed on the Advertisement which triggers the Click-to-Call service.
  • ‘Fixed’ or ‘Sponsorship Cost’ model has the fixed cost and Share of Voice as specified in the IO, which is not dependent upon User activity;
  • ‘Revenue Share’, ‘Rev Share’, ‘SOR’, or ‘Share of Revenue’ means the percentage payable to Canstar NZ (specified in the IO) of the total revenue (minus stamp duty and GST) earned by you when an Eligible Sale occurs.
  • ‘Eligible Sale’ means when a User applies for a product or service within the Attribution Window, that User’s application for such product or service is accepted by you and the application is not cancelled within the cooling off period identified within the IO (if applicable).
  • ‘End Date’ has the meaning given to it in the IO.
  • ‘Fees’ means the fees payable by you , based on the relevant Cost Model, which do not include any interest payable under clause 4 or GST.
  • ‘Initial Term’ means the period that starts on the Start Date and ends on the End Date.
  • ‘Feature Product Listing’ or ‘FPL’ means an Advertisement that may be displayed anywhere on the Canstar NZ Websites (if identified in an IO).
  • ‘Force Majeure Event’ means an event which occurs due to any contingency beyond a party’s reasonable control, unless the event arose as a result of the party’s failure to comply with its obligations under this Agreement.
  • ‘GST’ means the goods and services tax imposed under the GST Law;
  • ‘GST Law’ means the Goods and Services Tax Act 1985 or any statute replacing the Act;
  • ‘Initial Term’ means the period that starts on the Start Date and ends on the End Date.
  • ‘Intellectual Property Rights’ includes all present and future rights in relation to copyright, trade marks, designs, patents, trade, business names whether created before or after the date of this Agreement and whether existing in Australia, New Zealand or otherwise.
  • ‘Landing Page’ means a single web page that appears in response to a User clicking on an Advertisement.
  • ‘Services’ means Canstar NZ’s display of the Advertisement and/or transferal of Leads from Canstar NZ Websites, as set out in the IO.
  • ‘Share of Voice’ means the percentage of time made available to the Advertiser for the Advertisement relative to other advertisers in the same ad position on the Canstar NZ Websites.
  • ‘Sponsored Product Listing’ or ‘SPL’ means an Advertisement that may be displayed anywhere on the Canstar NZ Websites (if identified in an IO).
  • ‘Start Date’ has the meaning given to it in the IO.
  • ‘Term’ is defined in clause 3.1.
  • ‘User’ means a user of the Canstar NZ Websites who interacts with your Advertisement.
  • ‘Widget’ means an interactive display/banner that enables a User to insert information, and obtain a dynamic response from you.
  • In this Agreement unless the context otherwise requires:
    • the singular includes the plural and vice versa;
    • a reference to ‘a party’ means a reference to a party to this Agreement;
    • a reference to any of the parties by their defined terms includes that party’s executors, administrators or permitted assigns or, being a company, its successors or permitted assigns;
    • all references to Fees, $ or monies to be paid are taken to be expressed as $NZ dollars;
    • clause headings are for reference purposes only.
  1. Term and Services

3.1 The term of this Agreement comprises the Initial Term and any Continuing Term (‘Term’).

3.2 The Initial Term of this Agreement starts on the Start Date and ends on the End Date (‘Initial Term’).

3.3 Unless either party provides the other party with written notice to the contrary at least 10 Business Days prior to the end of the Initial Term, when the Initial Term ends, this Agreement will automatically renew on a month-to-month basis (‘Continuing Term’).

3.4 During the Term, Canstar NZ may amend any term of the Agreement including any Fees, at any time by providing you with written notice of the amendment. The amendment will take effect on the date specified in the amendment, which will be at least 20 Business Days after the date you receive the written notice. If you do not agree to the amendment, then you may notify Canstar NZ within 20 Business Days after the date you receive the written notice, and the Agreement will then terminate on the date the amendment was specified to take effect.

3.5 During the Continuing Term, either party may terminate this Agreement by giving 20 Business Days written notice to the other.

  1. Payment

4.1 You must pay the Fees to Canstar NZ.

4.2 The Fees will be billed to you at the rates set out in the IO plus GST.

4.3 You must pay the Fees via EFT (unless otherwise notified by Canstar NZ) within fourteen (14) days after the date of Canstar NZ’s invoice. Canstar NZ currently invoices monthly but may, acting reasonably, alter the frequency of invoices or render an interim invoice following written notice to you.

4.4 You agree that notwithstanding actual performance under the relevant Cost Model, you agree to pay to Canstar NZ the Minimum Spend as set out in the IO, if applicable.

4.5 If you do not pay the Fees by the due date, Canstar NZ may do any of the following

    • terminate the Agreement;
    • suspend provision of services to you;
    • remove any Advertisement;
    • charge interest on the overdue amount at a rate equal to 2% above the BNZ published rate for overdrafts of $100,000 and over at the relevant time; and
    • recover from you any costs Canstar NZ incurs in obtaining payment of its Fees.

4.6 All payments made by you are non-refundable.

4.7 You have no right of set-off.

4.8 You agree to pay all taxes, duties and other government charges payable in connection with the Agreement applicable at its date or in the future, including without limitation goods and services tax, other value added tax, sales tax, stamp duty, but excluding income tax assessed on Canstar NZ’s income.

4A              GST

4A.1 Any consideration to be paid or provided for a supply made under or in connection with this Agreement, unless specifically described in this agreement as ‘GST inclusive’, does not include an amount on account of GST.

4A.2 Despite any other provision in this agreement, if a party (‘Good/Service Supplier’) makes a supply under or in connection with this agreement on which GST is imposed (not being a supply the consideration for which is specifically described in this Agreement as ‘GST inclusive’):

4A.2.1 the consideration payable or to be provided for that supply under this Agreement but for the application of this clause (‘GST exclusive consideration’) is increased by, and the recipient of the supply (‘Recipient’) must also pay to the Good/Service Supplier, an amount equal to the GST payable by the Good/Service Supplier on that supply; and

 

4A.2.2 the amount by which the GST exclusive consideration is increased shall be paid to the Good/Service Supplier by the Recipient without set-off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

4A.3 If GST is levied or imposed on or in respect of any supply made under or in connection with this agreement for which the consideration is a non-monetary payment, the Good/Service Supplier and the Recipient agree that they will each     exchange tax Invoices of equal amount for the consideration in relation to any such supply.

  1. Advertisement

5.1 You must provide the Advertisement to Canstar NZ or any person nominated by us at least two (2) Business Days before the Start Date, and in accordance with any reasonable requirement that w    e notify to you from time to time. Canstar NZ is under no obligation to display the Advertisement until you comply with this clause 5.1.

5.2 Your Advertisement must comply with any description and specifications contained in the Agreement and you must provide all associated materials to Canstar NZ (including any combination of text, links and images, whether in static or Widget format).

5.3 If you wish to make a change to an Advertisement which is a display advertisement, you must obtain Canstar NZ’s prior written consent and a fee may be payable for the change.

5.3A If the Advertisement is a Widget, it must contain a hyperlink to the Advertiser’s agreed terms of use, as well as Canstar NZ’s terms of use hosted on Canstar NZ’s website: http://www.canstar.co.nz/terms-of-use/ and as updated and notified by Canstar NZ to you from time to time.

5.4 In the event that Canstar NZ reasonably believes that any campaign is underperforming, Canstar NZ may in its absolute discretion, change the placement of the Advertisement from that specified in the IO provided that it is displayed within a substantially equivalent-sized advertising unit and on a reasonably equivalent Canstar NZ Website environment to that specified in the IO.

5.5 You are responsible for the content of the Advertisement. Canstar NZ has no obligation to check the Advertisement. In the event that you notify Canstar NZ in writing of any errors in the Advertisement, Canstar NZ will correct the error in a reasonable timeframe.

5.6 In the event that you request during the Term, that the Advertisement be temporarily removed and/or subsequently reinstated from the Canstar NZ Website/s, we shall do so as soon as is reasonably practicable after receiving written notice from you. No Fee reduction will apply during this period, unless the temporary removal was requested due to an error on the part of Canstar NZ.

  • If you are using Click-to-Call services, you acknowledge and agree that:
    • Canstar NZ procures the hosting of the Click-to-Call service from a third party (‘Supplier’);
    • the Click-to-Call service is supplied through, and relies on, carriers and/or networks;
    • neither the Supplier nor Canstar NZ will be held liable for any failure to provide the Click-to-Call service if the Click-to-Call service is interrupted for any reason by the carrier or network;
    • You must supply Canstar NZ with a telephone number that Canstar NZ will use to direct customers to You using the Click-to-Call service (‘Phone Number’);
    • during the business hours nominated by you in the insertion order the Phone Number must be answered by the interactive voice response (‘IVR’) technology that you have provided to Canstar NZ on or before entering into this agreement.
    • You must provide notice in writing to Canstar NZ of any changes proposed to be made to Your IVR on or after the date of this Agreement. Such notice must be given not less than 5 Business Days before making such change and CANSTAR NZ may, in its absolute discretion determine whether to continue with, or terminate this agreement as a result of a change to your IVR.
    • You must maintain the Phone Number at all times and notify Canstar NZ in writing of any fault with the Phone Number as soon as you become aware of the issue and, if required provide Canstar NZ with a replacement number within 24 hours of notification;
    • You will be responsible for the recording of calls that you require to be recorded for training or other purposes. For the avoidance of doubt, Canstar NZ does not record all or any part of any call transferred to your Phone Number via the Click to Call service; and
    • You will train your personnel to follow the Canstar NZ Click to Call FAQ or any other document Canstar NZ provides to you (acting reasonably) for any call that comes through the Click to Call service (‘Training Documents’). The Training Documents must not be amended without Canstar NZ’s consent. Such consent cannot be unreasonably withheld.
  1. Reporting and Tracking

6.1 You must provide Canstar NZ with monthly reporting (‘Monthly Reporting Requirement’) within 10 Business Days of the end of each month, which calculates the Fees based on the Cost Model. The Monthly Reporting Requirement is to be completed by you and provided in the format specified by Canstar NZ.

6.2 Canstar NZ may conduct an audit of your records relating to the Monthly Reporting Requirement to verify the calculation of Fees, Leads and any other matter arising under or relating to this Agreement. Canstar NZ must give at least 10 Business Days’ notice of a request to conduct any audit, and you must comply with this request. Canstar NZ may engage a third party to assist it to conduct the audit. You must cooperate with Canstar NZ and any third party in respect to the conduct of the audit. You only need to supply the data relating to the calculation of the Monthly Reporting Requirement. If the audit reveals any underpayment, you must pay Canstar NZ the amount of the underpayment, interest (calculated in accordance with this Agreement), and the cost of the audit. This audit right will continue for a period of twelve months following expiry or termination of this Agreement.

6.3 If required by Canstar NZ, you must:

    • insert tracking tags on your website or designated URLs, as applicable in order to accurately calculate the Fees (if applicable to the Cost Model); and
    • ensure that your privacy policy and relevant site terms and conditions authorise the use of those tags using the following or substantially similar words: “We may use third-parties to serve ads on our website. These companies may employ cookies and action tags (also known as single pixel gifs or web beacons) to measure advertising effectiveness. Any information that these third parties collect via cookies and action tags is recorded on an anonymous basis.”
    • Include in your privacy policy a link to the following URL, containing opt-out information: http://www.networkadvertising.org/choices/

6.4 You acknowledge and agree that Canstar NZ may insert its own pixel tracker into your Advertisement in order to monitor the Monthly Reporting Requirement.

6.5 Notwithstanding anything contained in this clause 6, for the Click-to-Call service, monthly reporting will be provided by Canstar NZ to you (‘Monthly Reporting Requirement’) which calculates the Fees based on the Cost Model. The Monthly Reporting Requirement will be provided in a format specified by Canstar NZ.

6.6 For the avoidance of doubt, clause 6.2 will not apply to the Click-to-Call service.

6.7 In the event of any discrepancy between the CPC data captured as part of the Monthly Reporting Requirement and Canstar NZ’s CPC data, Canstar NZ’s CPC data will prevail. The parties will cooperate to reconcile any differences in the reporting data.

  1. Obligations

7.1 Your Obligations

7.1.1 You must not provide an Advertisement which:

(a) is contrary to law, contrary to common community standards or is not in good taste

(b) displays any Canstar NZ or Canstar Group logo, Canstar Trademark or any other Canstar NZ or Canstar Group representation, unless you are authorised under a Canstar NZ trademark licence agreement permitting you to use the Canstar logos or Canstar Trademarks or unless clause 8.3 applies;

(c) defames any person;

(d) contains any negligent misstatement, is misleading or deceptive, or is likely to mislead or deceive;

(e) infringes the intellectual property rights of any person;

(f) is rated (or in the opinion of Canstar NZ or the relevant website owner would be rated) in any of the Restricted (Red) categories or is unclassified, by the Classification Office under the Films, Videos and Publications Classification  Act 1993;

(g) in Canstar NZ’s reasonable opinion, breaches or is likely to breach any applicable law, Code or regulation;

(h) is contrary to any New Zealand advertising code, including the advertising codes administered by the Advertising Standards AuthorityStandards; or

(i) links to or frames a website that includes material specified in sub-paragraphs (a) – (h) inclusive.

7.1.2 Canstar NZ may without prior consultation or notice to you, remove any Advertisement if Canstar NZ reasonably believes the publication of the Advertisement would be in breach of clause 7.1.1. If Canstar NZ removes the Advertisement under this clause, you will be liable for the full amount of Canstar NZ’s Fees payable under this Agreement. If Canstar or Canstar NZ does not remove any Advertisement that is in breach of clause 7.1.1, this does not reduce any liability you may have to Canstar or Canstar NZ (under these terms or otherwise) in respect of such breach.

7.1.3 You represent and warrant to Canstar NZ that:

  • You are authorised to make available each Advertisement, its content and subject matter on the Canstar NZ Website/s.
  • If required by law to do so, you are registered, authorised or licensed as the case may be, under the applicable financial services laws (including but not limited to) the Financial Service Providers (Registration and Dispute Resolution) Act 2008, the Financial Markets Conduct Act 2013, the Financial Advisers Act 2008, and the Credit Contract and Consumer Finance Act 2003, (for the purposes of this clause collectively known as the Financial Service Laws)), and all other applicable laws, and that you will operate your business and deal with Users in accordance with the requirements under the applicable Financial Services Laws, regulations, Codes, the Fair Trading Act 1986 (the “FTA”) other applicable consumer laws and codes, and all other applicable laws.
  • Each Advertisement you lodge for publication with Canstar NZ complies with all relevant laws, regulations and Codes including (but not limited to) the Privacy Act 1993 (‘Privacy Act’), the FTA and other applicable consumer laws and codes, any requirements of the Office of Film and Literature Classification, and that the Advertisement’s publication will not give rise to any claims or liabilities against Canstar NZ, its officers, employees or agents or against the Canstar Group.
  • Unless expressly required or permitted by this Agreement, neither you (nor any research vendor that you engage to conduct any research or study) will insert any tag, code, cookie, pixel or other data tracking or collection device into the Advertisement without our express written permission.
  • You must not use or copy any information or reports we may supply to you other than with our express written permission or for the purpose of evaluating the performance of our Services. You must not provide such information or reports to any third party, other than with our express written permission.
  • You have obtained any and all authorisations, approvals, memberships applicable to you as required by law.

7.2             Our Obligations

7.2.1 During the term of this Agreement, Canstar NZ will use reasonable commercial endeavors to perform the Services accordance with the Agreement.

7.2.2 Canstar NZ may publish other advertisements, including advertisements of your competitors. Canstar NZ may rotate advertisements and select which advertisements to display at any given time. Your advertisement may not be displayed at all times during the Term, and may be displayed in a more or less prominent position than other advertisements.

7.3   Exclusion of Warranties

7.3.1 Canstar NZ makes no representation or warranty to you, whether you are an Advertiser or an Agent, or to any other person, unless implied by law or expressly set out in this Agreement.

7.3.2 Canstar NZ makes no representation or warranty to you, whether you are an Advertiser or an Agent, or to any other person, in relation to the number of visitors to the Canstar NZ Websites or the number of impressions at your website or other designated url unless expressly set out in writing in the IO.

7.3.3 Unless specified in the IO, Canstar NZ does not guarantee any minimum number of deliveries or loading of an Advertisement on a webpage, or use of your Widget, or such other delivery metric.

7.3.4 Neither Canstar NZ nor any owner of a Canstar NZ Website is responsible for errors or omissions in any Advertisement provided by you or on your behalf.

7.3.5 Where you are acquiring the Services in “trade” (as defined in the Consumer Guarantees Act (CGA)), you agree that the provisions of the CGA will not apply to these terms.

7.3.6 Where you are acquiring the Services in “trade” (as defined in the Fair Trading Act 1986 (FTA)), you agree that sections 9, 12A, 13 and 14(1) of the FTA will not apply to these terms.

  1. Intellectual Property

8.1 You retain all copyright and intellectual property in the Advertisement, and grant Canstar NZ a licence to display the Advertisement, transmit the Advertisement to the public, copy the Advertisement and otherwise use the Advertisement as required by this Agreement.

8.2 You represent that you have the authority to grant the licence set out above.

8.3 You have no right to use, and you agree not to use, any Canstar Trademark on your website or in any advertising or promotions, unless you are authorised under a Canstar trademark licence agreement permitting you to use the Canstar Trademark in the Advertisement or Canstar NZ has given you written permission to do so. Any permission is subject to the following conditions, with which you agree to comply:

8.3.1.You may only use the Canstar Trademark that is approved for use in the form as supplied by Canstar NZ  to you for the particular purpose as approved in writing by Canstar NZ.

8.3.2.You must not claim or imply that you are a Canstar award winner, or that any member of the Canstar Group endorses, recommends or approves you or your products.

8.3.3. The Canstar Trademark must have a working back-link to the relevant Canstar Group website.

8.3.4.You  may only use the Canstar Trademark for the lesser of the Term or the period of the written approval. After this period ends, you must remove the Canstar Trademark from your website or advertising, unless permitted to use it by another written agreement with a member of the Canstar Group.

8.3.5. The webpage or advertising copy where the Canstar Trademark is used must be submitted to and approved in writing by Canstar NZ before use.

8.3.6.You must not claim to be “partner” of any member of the Canstar Group or use the terms “partner” or “partnership” on the webpage or advertising when referring to any member of the Canstar Group.

8.3.7.You may only use a tagline in association with the Canstar Trademark that has been approved by a member of the Canstar Group.

8.3.8. Your use of the Canstar Trademark must not be misleading.

8.3.9. The Canstar Trademark must be no smaller or larger than any trademarks of competitors of the Canstar Group that you use.

8.3.10. In addition to the above, you must comply with all brand guidelines and any directions as to use of the Canstar Trademark as provided to you by any member of the Canstar Group from time to time.

8.3.11. All goodwill in the Canstar Trademark and its use ensures to the relevant member of the Canstar Group.

  1. Limitation of liability

9.1 Without limiting any of the provisions of this Agreement or any other rights of Canstar NZ, you indemnify Canstar NZ and any other member of the Canstar Group, and their officers, employees and agents to a maximum extent of $850,000 per claim (or series of related claims) against claims, losses, damages and expenditure, however caused (including by way of negligence) suffered by or against Canstar NZ or any other member of the Canstar Group arising out of, or related to:

9.1.1 your Advertisement, including any related infringement by you of Canstar NZ’s or a third party’s Intellectual Property Rights, defamation, misleading or deceptive conduct or false advertising claims;

9.1.2  any third party claims arising from or directly related to your Advertisement; and

9.1.3. failure by you to comply with any applicable law.

9.2 To the full extent allowable, Canstar NZ:

    • excludes all conditions and warranties implied into the Agreement;
    • limits its liability for breach of any condition or warranty that we cannot exclude, to the greater of (at Canstar NZ’s election):
      1. re-supplying the services; or
      2. paying the cost of having the service re-supplied; and
    • limits its liability in respect of any other claim in connection with this Agreement (whether based in Agreement, tort (including negligence) or statute) to the amount of fees paid by you under the Agreement or $100,000, whichever is the greater.

9.3 Despite anything to the contrary, to the maximum extent permitted by law:

    • neither party will be liable for Consequential Loss; and
    • a party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party (or any of its personnel), including any failure by that other party to mitigate its loss.

9.4 The limitations in clauses 9.1 and 9.2 do not apply to:

9.4.1. death, personal injury or damage to physical property;

9.4.2. fraud or wilful misconduct.

9.5 If you notice an issue with the display (or lack of display) of the Advertisement, you must notify Canstar NZ as soon as possible. If you do not notify Canstar NZ of such an issue, Canstar NZ will not be liable to you for any losses, costs, expenses or damages suffered or incurred by you arising from Canstar NZ’s failure to publish an Advertisement in accordance with your request.

9.6 Transmission of data over the internet may be subject to corruption, error, interruption and delay and Canstar NZ will not be liable to you for any breach of the Agreement or delay in its performance due to:

9.6.1 Any failure of the server hosting the Advertisements; or

9.6.2 Any failure by Canstar NZ to supply Services under the Agreement due to any of the following:

  • a Force Majeure Event;
  • hacking, denial of service attacks, viruses or other defects, or unauthorised or illegal use of or interference with the internet based services used to display the Advertisements;
  • a failure or malfunction in relation to equipment, software or power supply at your premises or not owned by Canstar NZ;
  • an action by you, your employee, contractor, agent or a third party, including where the Advertisement is hosted by a third party;
  • a failure or malfunction of an internet connection whether at your or Canstar NZ’s site; scheduled maintenance by Canstar NZ of Canstar NZ Websites; or
  • a failure or malfunction at a cloud service provider.

9.7  This clause survives termination or expiry of this Agreement.

  1. Termination

10.1  Canstar NZ may terminate the Agreement under clause 4.5. Canstar NZ may also terminate the Agreement immediately upon giving you notice in writing, if any of the following occurs:

10.1.1 Canstar NZ is unable for any reason to place the Advertisements as required by the Agreement;

10.1.2 you do not pay the Fees when due in breach of this Agreement;

10.1.3 you otherwise breach the Agreement and fail to rectify the breach after Canstar NZ has given you five (5) Business Days’ notice requiring rectification;

10.1.4 you become or initiate proceedings towards doing any of the following; becoming insolvent, appointing a receiver or manager over your assets, entering into bankruptcy, administration, liquidation, receivership or composition with creditors;

10.1.5 you undergo a Change of Control without Canstar NZ’s prior written consent; or

10.1.6 You sue or threaten to sue Canstar NZ or any member of the Canstar Group.

10.2  You may terminate the Agreement if the any of the following occurs:

10.2.1. Canstar NZ breaches the Agreement in a material respect and fails to rectify the breach after you have given Canstar NZ fourteen (14) Business Days’ notice requiring rectification;

10.2.2. Canstar NZ becomes or initiates proceedings towards doing any of the following; becoming insolvent, appointing a receiver or manager over its assets, entering into bankruptcy, administration, liquidation, receivership or composition with creditors;

10.2.3. Canstar NZ is unable for any reason to place the Advertisements as required by the Agreement and Canstar NZ has not terminated the Agreement itself under clause 10.1.

10.3 The Agreement may also be terminated during the Continuing Term as set out in clauses 3.4 and 3.5.

10.4 Termination of this Agreement for any reason does not relieve the parties of obligations and liabilities arising prior to the date of termination.

10.5. This clause sets out the sole grounds of termination of this Agreement.

  1. General

11.1 Subject to clause 3.4 and clause 11.2, this Agreement can only be varied in writing signed by both parties, will be governed by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement.

11.2 Budget Caps may be varied by email agreement between the parties.

11.3 It is a condition of this Agreement that You agree not touse the brand name, trademarks or misspellings of Canstar in any display URL, domain names, subdomains or usernames.

11.4 The benefit of and obligations under this agreement shall not be dealt with in any way (whether by assignment or otherwise) without Canstar NZ’s prior written consent.

11.5 This agreement may be executed in any number of counterparts and all counterparts taken together constitute one instrument.

11.6 If any term of the Agreement becomes unenforceable at law, the validity and enforceability of the remainder will not be affected.

11.7 You are an independent contractor and will not represent yourself as being an agent of Canstar NZ or any member of the Canstar Group, nor will you by virtue of this Agreement become an agent of Canstar NZ or Canstar. You are not Canstar NZ’s partner, agent, employer, trustee or fiduciary.

11.8. You acknowledge that Canstar NZ’s disclosure statement is available at https://www.canstar.co.nz/disclosure-statement/.

  1. Confidentiality

12.1 A party must not use each other’s Confidential Information or disclose each other’s Confidential Information to third parties without prior written consent except:

      • to the extent necessary to perform or enforce this Agreement;
      • to obtain legal advice in relation to matters arising out of this Agreement;
      • as authorised or required by law, including by demand of the Australian Securities Investment Commission or the New Zealand Financial Markets Authority; or
      • to comply with the rules of any stock exchange on which either party may be listed.

12.2 Each party must return the other party’s Confidential Information upon request or termination of this Agreement, whichever is the earlier.

12.3 Each party must ensure that its employees and contractors comply with those obligations of confidentiality as if they were a party to this Agreement.

12.4 This clause survives termination or expiry of this Agreement for a period of three (3) years.

12.5 The IO is Confidential Information of Canstar NZ.

  1. Dispute Resolution
  • Where either party considers a dispute has arisen in connection with this Agreement, the following process must be followed:
    • it must first give written notice of the particulars of the dispute to the other party. Within fourteen (14) days of receipt of such notification by the other party, a senior officer of each party with authority to settle the dispute (“Authorised Officer”) must meet to negotiate to attempt to resolve the dispute.
    • If the Authorised Officers of the parties cannot resolve the dispute within fourteen (14) days of the meeting referred to in sub-clause 13.1.1, either party may refer the dispute to mediation in New Zealand agreed between the parties.
    • If the dispute is not resolved within two (2) days of the commencement of mediation, or within such other period as the parties may agree, either party may then, but not earlier, commence proceedings in any court of competent jurisdiction in New Zealand.
    • Notwithstanding the existence of a dispute each party shall continue to perform its obligations under this Agreement.
    • Nothing in this clause shall prevent a party from seeking urgent equitable relief before an appropriate court.
  1. Notice

14.1 Notice will be deemed given:

  • in the case of hand delivery, upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
  • in the case of posting, three (3) Business Days after dispatch;
  • immediately in the case of an email transmission, unless the sender receives an ‘undeliverable’ notice.

14.2 Provided that in all cases if a form of notice is received on a non-Business Day or outside Business Hours it will be taken to be received on the next Business Day.

14.3 Notices must not be given by fax, and if sent by fax, will have no effect.

14.4 Notices must be sent to the addresses set out in the IO, unless another address is provided in writing.

  1. Agency Terms
  • Without limiting any other provision of this Agreement, If the contracting party is an Agency, you represent and warrant to Canstar NZ:
    • that you have written authorisation from the Advertiser to enter into this Agreement on the Advertiser’s behalf; and
    • that the content of the Advertisement has been provided by the Advertiser to the Agency for placement on the Canstar NZ Websites;
    • that the Advertiser indemnifies Canstar NZ and its related bodies corporate, their officers, employees and agents against all claims, losses, damages and expenditure (including legal costs on an indemnity basis) arising out of:
  • any breach by Canstar NZ and/or its related bodies corporate of any applicable law or regulation; and
  • any administrative action, surveillance action or other action taken against Canstar NZ or one or more of its related bodies corporate, where such breach or action results from or is concerned with (in whole or part) the form or content of the Advertisement displayed on Canstar NZ Websites in accordance with this Agreement; or information provided to Users generated on Canstar NZ websites.
    • that by your entering into this Agreement on its behalf, the Advertiser agrees to be bound by the terms of this Agreement including but not limited to paying the Fees to Canstar NZ if the Agency fails to make such payment.
    • that if the Advertiser fails to pay the fees in accordance with this Agreement when due, that the Agency agrees to pay those fees within fourteen (14) days of receipt of an invoice from Canstar NZ, together with any interest, costs and fees and taxes that Canstar NZ is entitled to charge the Advertiser under this Agreement.