1. For each Package, the parties agree to comply with these Terms and Conditions.
2. Client appoints IAG to provide the Package Deliverables, and IAG agrees to provide the Package Deliverables, on the terms and conditions set out in Agreement.
3. Client will pay IAG the Fees for the Package, in accordance with these Terms and Conditions.

1. In order to secure a Package, Client will:
   1. pay to IAG a deposit amount equal to the Package Value (Deposit);
   2. provide IAG with details of the Client Contact.
2. Following receipt of the Deposit, IAG will
   1. issue an email to Client confirming:
      1. the Package Deliverables;
      2. the Submission Deadlines;
      3. the In-Market Dates and Promotion Period; and
      4. the Client Contact details and IAG contact details,
      (Package Confirmation); and
   2. issue an invoice for the Fee (Invoice).
3. The Package Confirmation and these Terms and Conditions will constitute the Agreement. If Client does not agree to the Package Confirmation or Terms and Conditions, it must notify IAG within [5] Business Days of the Package Confirmation, in which case the booking will be cancelled and Deposit refunded.
4. Subject to clause 2.3, Client authorises IAG to pay the Invoice out of the Deposit 10 Business Days following issue of the Package Confirmation.
5. Unless otherwise expressly stated, all consideration to be paid or provided under the Agreement is expressed exclusive of GST.
6. If Client wishes to cancel or reschedule any Package, it must give written notice of such cancellation or reschedule to IAG and a cancellation fee will apply as follows:
   1. if notice is provided at least [5] Business Days prior to any scheduled Submission Deadline – no cancellation fee;
   2. if notice is provided less than [5] Business Days prior to any scheduled Submission Deadline - Client will pay IAG 100% of the Fees applicable to the Package.

1. Client is solely responsible for all Content for each Package Deliverable, including to ensure that all Content provided to IAG is complete, accurate and complies with Law.
2. Client must ensure that:
   1. any prices included in the Content are accurate and will be honoured during the Promotion Period; and
   2. consumers are reasonably able to access and order any advertised good or service during the Promotion Period.
3. Client must ensure that all Content submitted to IAG complies with the Specifications.
4. Without limiting any other provision of this clause 3, Client represents and warrants that all Content:
   1. complies with any relevant Laws including but not limited to the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth), the Therapeutic Goods Act 1989 (Cth) and any relevant industry guidelines;
   2. does not infringe on the Intellectual Property Rights of any person or breach any duties towards any person including privacy rights;
   3. is not illegal (or promotional of any illegal activity), fraudulent, obscene, offensive, violent, defamatory, pornographic, discriminatory or in any way unsuitable for people under the age of eighteen (18) years;
   4. is not misleading or deceptive or likely to mislead or deceive; and
   5. does not include any content which may adversely reflect on IAG.

1. Client must provide to IAG the proposed Content in a final format, in compliance with the Specifications no later than the Submission Deadline. Client acknowledges and agrees that if final Content is not provided by the Submission Deadline, IAG may not be able to provide the Package Deliverables within the In-Market Dates.
2. Client must provide to IAG the Company Logo and Feature List in accordance with the details of each Package set out in the Media Kit.
3. Client may make up to 2 changes to submitted print Content prior to the Submission Deadline at no cost to Client.
4. Client may, after submitting the Content but at least 10 Business Days prior to the In-Market Date, request in writing changes or variations to the submitted Content (Change Request).
5. IAG will, as soon as practicable, advise Client:
   1. if it accepts the Change Request;
   2. any variation to the Fees or Additional Charges (including costs for any recall, reprint, and production);
   3. any changes to this Agreement which may result from implementing the Change Request, including changes to any In-Market Date; and
6. IAG will have no obligation to proceed with a Change Request until such time as both parties agree in writing and Client has paid any varied Fee or Additional Charge.

1. Subject to clause 5.4 and 5.5, IAG must cause the Package Deliverables to be published in accordance with each Package description in the Media Kit during the In-Market Dates.
2. IAG has reasonable editorial control in relation to the publication of the Content, including, but not limited to the format, position and placement of the Package Deliverables.
3. Notwithstanding clause 5.2, IAG will seek Client's consent prior to making any material changes to the Content, including where IAG wishes to include product links or related content to enhance customer experience.
4. IAG reserves the right to:
   1. reject any Content that is inconsistent with its brand, standards and values, that is misleading, offensive, discriminatory or otherwise inappropriate or does not otherwise comply with relevant Laws;
   2. delay publication to the extent that any Content provided by Client does not comply with the Specifications or the terms of the Agreement.
5. IAG may without notice or liability, refuse to publish, withdraw or terminate the publication of any Content if:
   1. Client is in breach of the Agreement; or
   2. IAG 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 Content.

1. A party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of the other party (Disclosing Party) must keep the Disclosing Party's Confidential Information confidential and not disclose such Confidential Information, and only use the Receiving Party's Confidential Information to the extent necessary to perform its obligations under the Agreement.
2. The obligations of confidentiality under clause 6.1 do not apply to any information that:
   1. is or becomes generally available to the public (other by a breach of these Terms and Conditions);
   2. is required to be disclosed to comply with any court order, Law or applicable rules of any financial market if, to the extent practicable and as soon as reasonably possible, the Receiving Party notifies the Disclosing Party of the proposed disclosure and consults with the Disclosing Party as to its content and uses reasonable efforts to comply with any reasonable request by the Disclosing Party concerning the proposed disclosure; or
   3. is disclosed to the Disclosing Party's professional advisors for the purposes of the Disclosing Party receiving advice in relation to its obligations under these Terms and Conditions.
3. As between the parties, any Personal Information collected by IAG with respect to IAG's promotion channels (including its website, social media, newsletter) is considered IAG's Confidential Information.

1. Nothing in the Agreement requires IAG to provide Personal Information of its customers, subscribers or users to Client.
2. Each party is responsible for determining and monitoring its own compliance with all applicable Privacy Laws. Each party warrants to the other on each day during the term of the Agreement that it will:
   1. at all times comply with all Privacy Laws for the collection, storage, use and disclosure of Personal Information as required in connection with its obligations under the Agreement;
   2. not at any time do anything with any Personal Information collected or disclosed to it in connection with the Agreement that will knowingly cause any other party to breach any Privacy Laws;
   3. take all reasonable steps to ensure that all Personal Information in connection with the Agreement is protected against loss, misuse, and unauthorised access, modification or disclosure;
   4. to the extent permitted by applicable Law, notify the other party as soon as reasonably practicable upon becoming aware of any actual or suspected unauthorised access or disclosure of Personal Information relevant to the supply of the Package, and cooperate with the other party in investigating the same; and
   5. co-operate with the other party to resolve any privacy complaint, or action any notification or request, pertaining to Personal Information relevant to the supply of the Package.
3. Each party must put into place and maintain appropriate technical and organisational measures to secure Personal Information, having regard to the risk of accidental or unauthorised access, loss, destruction, misuse, modification, disclosure or damage to that Personal Information.

1. Client grants IAG a non-exclusive, royalty free, worldwide and sub-licensable licence to:
   1. use, copy, adapt, re-format, re-compile, edit, modify, perform, reproduce, display, transmit and distribute the Content IP for the purposes of providing the Package Deliverables and otherwise performing IAG's obligations pursuant to the Agreement; and
   2. use, copy, transmit, reproduce, display, distribute and publish Client's name, business name or trade mark (including the Company Logo) owned used by Client for the purposes of marketing or promoting the Package Deliverables.
2. Except as set out in clause 9.1, no party grants to the other any rights to use its Intellectual Property Rights.

1. IAG indemnifies and must keep indemnified Client and its Personnel against all Loss that Client may pay, sustain or incur in connection with any claim, investigation or proceeding brought by a third party as a direct result of IAG or its Personnel's negligence except to the extent such Loss is caused or contributed to by Client.
2. Client indemnifies and must keep indemnified IAG and its Personnel against all Loss that IAG may pay, sustain or incur in connection with any claim, investigation or proceeding brought by a third party as a direct result of the Content or Client or its Personnel's negligence except to the extent such Loss is caused or contributed to by IAG.
3. Subject to clause 10.4, to the greatest extent permissible by Law, IAG's maximum aggregate liability for all proven Losses that Client may sustain with respect to any Package or Package Deliverables is the value of all properly invoiced and paid Fees applicable to the Package.
4. Where a breach relates to any non-excludable guarantee at Law, including any implied guarantee under Schedule 2 of the Competition and Consumer Act 2010 (Cth), IAG's liability will be limited to the resupply of the Package Deliverables or an amount equal to the cost of such resupply (at IAG's discretion).
5. No party will be liable to the other for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data or loss or damage resulting from wasted management time irrespective of whether:
   1. the loss or damage is caused by or relates to breach of contract, statute, tort (including negligence) or otherwise; or
   2. the other party or any other person was previously notified of the possibility of the loss or damage.

1. A party may terminate the Agreement immediately by written notice if:
   1. the other party breaches these Terms and Conditions and fails to remedy such breach within 30 days of receiving notice of such breach;
   2. to the greatest extent permissible by Law, any step, application, order, proceeding or appointment is taken or made by or in respect of the other party for any arrangement with creditors, winding up, dissolution, administration, receivership, bankruptcy or insolvency, or any event occurs which has an effect similar to that of any of the events otherwise referred to in this clause 12.1(b); or
   3. a Force Majeure Event continues for more than 90 consecutive days.
2. If the Agreement is terminated due to the breach or insolvency of Client, Client forfeits the Deposit, and IAG is not required to provide or continue to provide the Package Deliverables.

1. If a party has a complaint or a dispute with the other party about a matter arising under the Agreement, it should contact the other party in writing, setting out details of the complaint or dispute and specifying that party's desired outcome for the complaint or dispute.
2. For 30 days from the date of a notice issued under clause 13.1, the parties must consult and co-operate with one another and do all things reasonably necessary to seek to resolve the dispute. If the complaint or dispute is not resolved within that period, the parties may take such legal or other action as is open to them.
3. Notwithstanding this clause 13, the parties will, until resolution of the relevant dispute, continue to comply with their obligations under the Agreement.

1. In this clause 14:
   1. terms or expressions which have a defined meaning in the GST Act have the same meaning as in the GST Act; and
   2. any reference to a party includes the representative member of a GST group of which that party is a member.
2. Unless otherwise expressly stated, all consideration to be paid or provided under the Agreement is expressed exclusive of GST.
3. If GST is payable on any supply made under the Agreement, the recipient must pay to the supplier an additional amount (GST Amount) equal to the GST payable on that supply at the same time as the consideration for the supply is to be paid or provided.
4. Clause 14.3 does not apply to the extent that:
   1. the consideration for the supply is stated to include GST; or
   2. GST on the supply is reverse charged and payable by the recipient.
5. The recipient need not pay the GST Amount until it has received a tax invoice or adjustment note, as the case may be.
6. If an adjustment event arises in relation to a supply made under the Agreement, the GST Amount must be adjusted to reflect that adjustment event. A corresponding payment must be made by the supplier to the recipient or by the recipient to the supplier, as the case may be.
7. If the Agreement requires an amount to be calculated by reference to another amount (Reference Amount) that will be:
   1. received for a taxable supply; or
   2. paid for a creditable acquisition,
   then the Reference Amount must be reduced so as to exclude any part of the Reference Amount paid or received on account of GST, as the case may be.
8. If the Agreement requires a party to reimburse or indemnify another party for a cost or expense, the amount of the cost or expense must be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified is entitled for that cost or expense.

1. By submitting a payment for the Deposit, Client agrees to be bound by these Terms and Conditions with respect to the applicable Package. No person may challenge the validity of these Terms and Conditions or the Agreement by virtue only of the fact that it has been electronically accepted by Client.
2. The Agreement is governed by and construed in accordance with the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.
3. Client must not assign or sub-contract any part of the Agreement without IAG's prior written consent. IAG, in its sole discretion, may perform its obligations under the Agreement either itself, through any Related Entity or sub-contractor, or any combination of the foregoing, provided IAG at all times remains responsible to Client for the performance of IAG's obligations under these Terms and Conditions.
4. These Terms and Conditions along with the Media Kit and Package Confirmation are the only agreement between the parties with respect to the Package and supersede and terminate all prior understandings between the parties related to the Package. Any representation, warranty, condition, guarantee or undertaking implied in the Agreement is excluded to the fullest extent permitted by Law.
5. Each party represents and warrants that the Agreement does not conflict with or result in a breach of or default under any provision of the party's constitution or any material term or provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound.
6. Any amendment to, or waiver of right under, the Agreement are only effective if in writing and duly signed on behalf of the parties.
7. Forms of words are construed to include singular or plural, as the context requires, and "including" means "including but not limited to". The Agreement may not be construed to a party's disadvantage because that party was responsible for its preparation.
8. Any provision of the Agreement (or any part thereof) which is invalid in a jurisdiction must be read down to the minimum extent necessary to achieve its validity, if applicable, and be severed from these Terms and Conditions in any other case, without invalidating or affecting the remaining provisions of these Terms and Conditions or the validity of that provision in any other jurisdiction.
9. Nothing in the Agreement is construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary between IAG and Client.
10. No party may set-off against a payment due to the other party under the Agreement.
11. This clause 17 and clauses, 5.5, 6, 7, 8, 9, 10, 12.2, and 14 survive termination or expiry of the Term.
12. Each party represents and warrants that it has full legal capacity and power to enter into the Agreement and to carry out the transactions that the Agreement contemplates.
13. Any notice or other communication to or by a party under the Agreement must be given to the other party to the address set out in the Package Confirmation. Notice is deemed to be given by the sender and received by the addressee:
    1. if delivered in person, when delivered to the addressee;
    2. if posted, at 4pm (addressee's time) on the seventh business day after the date of posting to the addressee, whether delivered or not; or
    3. if sent by email, 4 hours after the time the email was sent (as recorded on the sending device) unless the sender receives an automated message that the email has not been delivered,
    but if the delivery or receipt is on a day which is not a business day or is after 4pm (addressee's time), it is deemed to have been received at 9am on the next business day (being a day that is not a Saturday, Sunday, public holiday or bank holiday in the place of receipt of the notice or communication).

Unless otherwise indicated, capitalized terms have the meanings set out below:

Agreement

means the Media Kit, Package Confirmation and these Terms and Conditions.

Additional Charges

means any additional costs or fees to implement a Change Request, including third party costs and an hourly rate for IAG's Personnel set at [$180 per hour].

Business Day

means a day which is not a Saturday, Sunday or public holiday in Melbourne Australia.

Change Request

has the meaning given to that term in clause 4.4.

Client

means the entity paying the Deposit for the Package.

Client Contact

means the Client Personnel that is responsible for communicating with IAG in relation to the Agreement.

Content

means all Client advertising materials including written copy, recordings, links, logos and displays necessary to deliver the Package Deliverables.

Content IP

means all Intellectual Property Rights in the Content including in any copyright, business names, trademarks and any Company Logo.

Company Logo

means any logo or trademark of Client to be used in the Content.

Confidential Information

means the terms and existence of the Agreement and all information belonging or relating to a party or its Related Entities (whether oral, graphic, electronic, written or in any other form) that is confidential to the party to whom it belongs or relates (or should reasonably be regarded as such) or is not generally publicly available at the time of disclosure other than by a breach of the Agreement.

Deposit

has the meaning given to that term in clause 2.1.

Fees

means, for each Package, the fee for that supplier promotion package as set out in the Media Kit and confirmed in the Package Confirmation.

Feature List

means a list of key features about a Client's service or product to be highlighted in a Package Deliverable.

Force Majeure Event

means any act, event or cause, other than a lack of funds, which directly or indirectly results in a party being prevented from or delayed in performing any or all of its obligations under the Agreement, and is beyond that party's reasonable control.

GST Act

means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

IAG

means Independence Australia Group Limited ABN 80 973 805 243.

Invoice

has the meaning given to that term in clause 2.2(b).

Intellectual Property Rights

means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:

1. patents, inventions, designs, copyright, trademarks, brand names, product names, domain names, rights in circuit layouts, plant breeder's rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
2. any application or right to apply for registration of any of those rights;
3. any registration of any of those rights or any registration of any application referred to in paragraph (b); and
4. all renewals, divisions and extensions of those rights.

In-Market Dates

means the in-market dates specified for each Package Deliverable in the Media Kit, and confirmed in the Package Confirmation.

Law

means:

1. principles of law or equity established by decisions of courts;
2. statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia; and
3. requirements and approvals (including conditions) of the Commonwealth of Australia or any State or Territory of the Commonwealth of Australia that have the force of law.

Loss

means any liability, loss, damage, expense or cost (including reasonable legal costs) of any kind.

Media Kit

means the supplier promotions media kit provided to Client by IAG for [2026] to which these Terms and Conditions are attached.

Package

means a supplier promotion package set out in the Media Kit, and purchased by Client through the IAG website.

Package Confirmation

has the meaning given to that term in clause 2.2.

Package Deliverables

means, for each Package, the inclusions for that Package specified in the Media Kit and confirmed in the Package Confirmation.

Package Value

means the value of the Package outlined in the Media Kit.

Personal Information

means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not; and whether the information or opinion is recorded in a material form or not.

Personnel

means all employees, agents, contractors, directors and officers of a party.

Privacy Laws

means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Health Records and Information Privacy Act 2002 (NSW), the Health Records (Privacy and Access) Act 1997 (ACT), the Health Records Act 2001 (Vic) and all other laws, rules, regulations and Codes of Practice issued under the foregoing that apply to a party and relate to the privacy, confidentiality, protection or processing of Personal Information.

Promotion Period

means, for each Package, the promotion period set out in the Media Kit and confirmed in the Package Confirmation.

Related Entity

has the meaning given to that term in the Corporations Act 2001 (Cth).

Specifications

means, for each Package, the specifications for the Package Deliverables specified in the Media Kit.

Submission Deadline

means the content submission deadline for each Package Deliverable set out in the Media Kit and confirmed in the Package Confirmation.

Term

means the date on which the Deposit for a Package is paid, to the final date of the Promotion Period, unless the Agreement is terminated earlier in accordance with the terms of the Agreement.

Terms and Conditions

means these terms and conditions.