Advertiser Agreement
Parties
This Advertiser Agreement ("Agreement") is entered into between:
- Jet Support Pty Ltd (ABN 89 090 381 196) trading as Tap Advertising ("Tap Advertising", "we", "us", or "our"); and
- The Advertiser ("you", "your", or "Advertiser"), being the business entity that has registered for and agreed to use Tap Advertising's advertising services.
Together referred to as the "Parties" and individually as a "Party".
1. Definitions
In this Agreement, unless the context otherwise requires:
- "Ad Content" or "Ad Creative" means any advertising material, creative assets, videos, images, text, or other promotional content submitted by the Advertiser for display on Display Surfaces.
- "Ad Product" means an advertising product made available by Tap Advertising and selected by the Advertiser when booking a Campaign, which determines the Display Surface(s) and placement(s) on which Ad Content appears, the pricing model and rate, whether the placement is exclusive or shared, and any applicable operational rules, as set out in the Advertiser's booking confirmation.
- "Balance" means the Advertiser's prepaid account balance held by Tap Advertising, from which fees for prepaid Campaigns are deducted and to which credits and refunds may be applied.
- "Campaign" means a specific advertising campaign created by the Advertiser, including its targeting parameters, creative assets, budget, and scheduling.
- "Display Surface" means any screen or device on which Tap Advertising makes Ad Content available, including payment terminals and participating Merchants' own point-of-sale, payment, or customer-display devices, and any other surfaces Tap Advertising may make available from time to time.
- "Effective Date" means the date on which the Advertiser completes registration and accepts this Agreement.
- "Fees" means the advertising fees payable by the Advertiser as set out in Section 4 and Schedule A.
- "Merchant" means a business participating in the Tap Advertising network at whose location, or on whose devices, Ad Content is displayed.
- "Platform" means the Tap Advertising advertiser dashboard and associated tools used to create, manage, and monitor advertising campaigns.
- "Services" means the advertising display and campaign management services provided by Tap Advertising to the Advertiser under this Agreement.
- "Transaction" means any card payment (credit, debit, or eftpos) processed at a Merchant location.
2. Services
2.1 Advertising Display
Tap Advertising will display the Advertiser's approved Ad Content on Display Surfaces in accordance with the Ad Product, targeting, and schedule selected by the Advertiser when booking a Campaign, as made available by Tap Advertising from time to time.
2.2 Targeting
The Advertiser may target Campaigns using the targeting parameters available for the Ad Product booked, which may include:
- Geographic targeting: Target specific regions, cities, postcodes, or areas where participating Merchants are located.
- Category targeting: Target specific Merchant categories (for example, cafes, restaurants, retail stores, health and beauty).
- Specific merchant targeting: Target individual Merchants or groups of Merchants (subject to availability and Merchant consent).
2.3 Exclusivity
Exclusivity is a property of the Ad Product booked. Some Ad Products are exclusive (one advertiser per location for the Campaign duration); others are shared (multiple advertisers rotate at a location). Whether a Campaign is exclusive depends on the Ad Product booked.
3. Advertiser Obligations
3.1 Content Requirements
All Ad Content submitted by the Advertiser must:
- Be legal, truthful, and not misleading or deceptive in any way
- Comply with all applicable laws, regulations, and industry codes, including the Australian Consumer Law and the AANA Code of Ethics
- Meet the technical specifications and format requirements set out by Tap Advertising for the Ad Product booked
- Be submitted for review and approved by Tap Advertising before being displayed on any Display Surface
3.2 Prohibited Content
The following types of content are prohibited and will not be approved for display:
- Gambling or betting services
- Adult or sexually explicit content
- Tobacco, vaping, or cannabis products
- Weapons, firearms, or ammunition
- Political advertising, advocacy, or campaign material
- Cryptocurrency, NFTs, or unregulated financial products
- Payday loans, high-interest lending, or predatory financial services
- Competitor payment processing services or terminal providers
- Any content that is defamatory, discriminatory, offensive, or promotes hatred or violence
3.3 Accuracy and Rights Warranty
The Advertiser warrants that all Ad Content and information provided to Tap Advertising is accurate, truthful, and not misleading, and that the Advertiser owns, or has secured, all rights, licences, consents, releases, and clearances necessary for every element of the Ad Content - including any artwork, images, photography, fonts, music, audio, video, trademarks, logos, brand assets, and other third-party-owned material - such that the Advertiser has full authority to grant, and to permit Tap Advertising to grant onward, the licence in Section 8.2 (including the onward sub-licences to participating Merchants and to the platforms or display surfaces on which the Ad Content is delivered). The Advertiser is solely responsible for the content, accuracy, and legality of all Ad Content.
3.4 Account Security
The Advertiser is responsible for maintaining the security of its account credentials and for all activities that occur under its account. The Advertiser must notify Tap Advertising immediately of any unauthorised access to or use of its account.
4. Fees and Payment
4.1 Fee Structure
The Advertiser agrees to pay the Fees for the Ad Product(s) booked, as set out in the booking confirmation. Different Ad Products use different pricing models (for example, a per-location-per-day rate, a cost-per-impression rate, or a per-outcome rate).
4.2 Payment Terms
The fees, billing method, and payment terms for each Campaign are those of the Ad Product booked, as set out in the booking confirmation. Depending on the Ad Product, fees may be prepaid into a Balance, charged up front on booking, charged as they are incurred, invoiced in arrears on stated payment terms, or billed by another method set out in the booking. Where a Campaign is billed from a prepaid Balance, a minimum initial top-up may apply as stated in the booking.
4.3 Auto Top-up
Where a Campaign or the Advertiser's account is funded from a prepaid Balance, auto top-up may apply - the Balance is automatically replenished from the Advertiser's registered payment method when it falls below a set threshold. The threshold, top-up amount, and any minimum Balance may be set by the Advertiser, or, where the Ad Product or the Advertiser's account requires it, by Tap Advertising, as set out in the booking confirmation or the Advertiser's account settings. Where Tap Advertising requires a pre-funded account with a minimum Balance and auto top-up enabled, the Advertiser must maintain it and may not disable it; otherwise the Advertiser may adjust or disable auto top-up at any time. An insufficient Balance (or disabling auto top-up where permitted) may result in Campaigns being paused.
4.4 Fee Calculation
Fees for each Campaign are calculated according to the pricing model of the Ad Product booked - for example, per location per day, per impression, or per other chargeable event - and charged in accordance with the payment terms for that Campaign (see 4.2). Where fees are usage-based, they are calculated from delivery or outcomes as measured by Tap Advertising. Where the Advertiser has access to the Platform, a breakdown of fees is available on the dashboard; otherwise Tap Advertising will make fee information available to the Advertiser.
4.5 Cancellation and Refunds
The Advertiser may request cancellation of a Campaign through the Platform or by notifying Tap Advertising. What is refundable is determined by the Ad Product's cancellation deadline, as set out in the booking confirmation:
- If the Advertiser cancels before the cancellation deadline, any amounts prepaid for that Campaign are refunded (or, if not yet charged, not charged).
- If the Advertiser cancels after the cancellation deadline, or after the Campaign has started, amounts prepaid or committed for that Campaign are not refundable, and any fees incurred up to cancellation remain payable.
- If Tap Advertising ends or reduces a Campaign early (other than for the Advertiser's breach), the Advertiser is refunded or credited pro-rata for the unserved portion.
Fees already incurred for delivery or outcomes up to the effective date of cancellation remain payable regardless of pricing model. Refunds are provided by default as a credit to the Advertiser's Balance; Tap Advertising may instead refund the original payment method. Nothing in this clause limits any non-excludable rights the Advertiser has under the Australian Consumer Law.
4.6 Fee Changes
Tap Advertising may change the advertising fee from time to time. Tap Advertising will provide the Advertiser with at least 30 days' written notice of any fee changes. If the Advertiser does not agree to the new fees, the Advertiser may terminate this Agreement in accordance with Section 10 before the new fees take effect.
4.7 Make-good Credits
Where the Advertiser has prepaid or committed for advertising inventory that Tap Advertising does not deliver - for example, where no ad is served because no inventory is available, or where Tap Advertising ends or reduces a Campaign early (other than for the Advertiser's breach) - Tap Advertising may provide a make-good credit for the undelivered portion, calculated pro-rata. Make-good credits are applied to the Advertiser's Balance (Tap Advertising may instead refund the original payment method) and may be used against future Campaigns; any validity period will be stated when the credit is issued. This clause does not apply to inventory the Advertiser chose not to use (for example, Advertiser-initiated cancellations or reductions), which are governed by clause 4.5.
5. Campaign Approval
5.1 Submission
The Advertiser must submit all Campaign details and Ad Creative through the Platform, or as otherwise arranged with Tap Advertising, for review prior to display. Submissions must include all required creative assets, targeting parameters, and campaign scheduling information.
5.2 Review
Tap Advertising aims to review submitted Campaigns within three (3) business days of submission. Tap Advertising will notify the Advertiser of the approval or rejection of the Campaign through the Platform, or as otherwise arranged with Tap Advertising.
5.3 Rejection Rights
Tap Advertising reserves the right to reject any Campaign or Ad Creative at its sole discretion, including but not limited to content that violates the prohibited content guidelines in Section 3.2, does not meet technical specifications, or is otherwise deemed inappropriate. Tap Advertising may also withdraw approval for any Campaign at any time if it becomes aware of a violation.
5.4 No Guarantee
Submission of a Campaign does not guarantee approval. Tap Advertising's decision to approve or reject a Campaign is final and not subject to appeal, although the Advertiser may resubmit modified content for review.
6. Campaign Delivery
6.1 Best Efforts
Tap Advertising will use reasonable best efforts to deliver the Advertiser's approved Campaigns to Display Surfaces that match the Campaign's targeting parameters. Campaign delivery is subject to Display Surface availability, Merchant operating hours, and network conditions.
6.2 No Guarantees
Tap Advertising does not guarantee:
- Impression volume: the number of times Ad Content will be displayed.
- Transaction volume: the number or value of Transactions that will occur where the Advertiser's Ad Content is displayed.
- Outcome volume: the number of scans, leads, bookings, or other outcomes generated.
- Display Surface availability: that specific Display Surfaces or Merchant locations will be available at all times.
6.3 Merchant Opt-Out
Merchants retain the right to request exclusion of specific advertisers or advertising categories from their Display Surfaces. If a Merchant opts out of displaying the Advertiser's Ad Content, Tap Advertising will remove the Campaign from that Merchant's Display Surface(s). Tap Advertising is not liable for any loss or reduction in Campaign reach resulting from Merchant opt-outs.
6.4 Technical Issues
Tap Advertising shall not be liable for any failure to display Ad Content due to technical issues, including but not limited to Display Surface malfunctions, connectivity issues, software updates, or other technical disruptions. Tap Advertising will use reasonable efforts to resolve technical issues promptly.
7. Reporting
7.1 Reporting
Where the Advertiser has access to the Platform, Tap Advertising provides a reporting dashboard; otherwise Tap Advertising will make reporting available to the Advertiser. The metrics available depend on the Ad Product booked and may include:
- Impressions: The number of times Ad Content was displayed.
- Transactions: The number and value of Transactions processed where the Advertiser's Ad Content is displayed.
- Outcomes: Where applicable to the Ad Product, scans, leads, bookings, or other outcomes generated.
- Fees: A breakdown of advertising fees charged.
- Performance: Campaign performance metrics such as display frequency, geographic distribution, and Merchant category breakdown.
7.2 Accuracy
Reporting data is provided on a best-efforts basis. While Tap Advertising strives to provide accurate reporting, Tap Advertising does not guarantee the absolute accuracy or completeness of reporting data. Minor discrepancies may occur due to technical factors such as connectivity, data synchronisation delays, or system processing times.
8. Intellectual Property
8.1 Advertiser IP
The Advertiser retains all intellectual property rights in and to its Ad Content, trademarks, logos, and brand assets. Nothing in this Agreement transfers ownership of the Advertiser's intellectual property to Tap Advertising.
8.2 Licence to Tap Advertising
The Advertiser grants Tap Advertising a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sub-licensable licence to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, transmit, publicly perform, and publicly display the Ad Content for the purpose of delivering the Services. This licence includes the right to format and resize the Ad Content as necessary for the Display Surface on which it appears - including where that Display Surface is a participating Merchant's own point-of-sale, payment, or customer-display platform on which the Merchant chooses to display Tap ads.
This licence expressly includes the right for Tap Advertising to grant onward sub-licences (a) to participating Merchants who display the Ad Content, and (b) through those Merchants, to any platform a Merchant uses to deliver the Ad Content, on the terms that platform reasonably requires of a party uploading content to it - including where a platform requires a perpetual, transferable, and sub-licensable licence in respect of content it has cached or stored. For any given item of Ad Content, the licence continues for as long as any such platform requires in respect of content already delivered to or cached by it; otherwise it ends when the relevant Campaign ends or the Ad Content is withdrawn, whichever is later, except that Tap Advertising may retain copies of Ad Content for record-keeping and compliance purposes. This provision exists so that a participating Merchant can lawfully honour the content-ownership warranty its own payment or point-of-sale platform imposes when the Merchant uploads the Ad Content to that platform.
8.3 Tap Advertising IP
All intellectual property rights in and to the Platform, the software used to deliver the Services, and Tap Advertising's (and its related entities') brands, trademarks, and other materials remain the exclusive property of Tap Advertising or its related entities. The Advertiser is granted a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the purpose of managing Campaigns under this Agreement.
8.4 Advertiser Indemnity
The Advertiser shall indemnify and hold harmless Tap Advertising from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any claim that the Advertiser's Ad Content infringes the intellectual property rights or other rights of any third party.
9. Data and Privacy
9.1 Aggregated Anonymised Data
Tap Advertising provides the Advertiser with aggregated, anonymised data relating to Campaign performance. This data does not identify individual Merchants, cardholders, or consumers. The Advertiser acknowledges that it will not receive personally identifiable information about Merchants or their customers through the Services.
9.2 Privacy Policy
The collection, use, and disclosure of personal information by Tap Advertising is governed by our Privacy Policy, which forms part of this Agreement. The Advertiser agrees to comply with all applicable privacy legislation, including the Privacy Act 1988 (Cth), in connection with any personal information it handles in relation to the Services.
10. Term and Termination
10.1 Term
This Agreement commences on the Effective Date and continues until terminated by either Party in accordance with this Section 10.
10.2 Termination by Advertiser
The Advertiser may terminate this Agreement at any time by providing written notice to Tap Advertising at legal@tapads.com.au or through the Platform. All active Campaigns will be paused and subsequently removed. The treatment of any remaining Balance and outstanding Fees on termination is set out in clause 10.4.
10.3 Termination by Tap Advertising
Tap Advertising may terminate this Agreement:
- Immediately if the Advertiser breaches any material term of this Agreement, submits prohibited content, engages in fraudulent activity, or if continued service poses a legal, regulatory, or reputational risk to Tap Advertising.
- With 30 days' written notice for any other reason, including but not limited to business or operational reasons.
10.4 Effect of Termination
Upon termination of this Agreement:
- the Advertiser's access to the Platform and Services will cease;
- all active Campaigns will be removed;
- any unspent funds paid in by the Advertiser are returned, less any amounts owed or committed under a non-cancellable booking; any promotional or make-good credits are not refundable and lapse on termination;
- any outstanding Fees for delivery or outcomes up to the date of termination remain payable; and
- provisions that by their nature should survive termination (including intellectual property, indemnification, and limitation of liability) will continue in full force and effect.
10.5 Non-payment
If an invoiced amount is overdue, Tap Advertising may pause or suspend the Advertiser's Campaigns and, if the amount remains unpaid after a reasonable period stated in a notice to the Advertiser, terminate this Agreement and recover the outstanding amount as a debt, together with reasonable recovery costs.
11. Liability
11.1 Limitation of Liability
To the maximum extent permitted by law, Tap Advertising's total aggregate liability to the Advertiser under or in connection with this Agreement shall not exceed the total Fees paid by the Advertiser to Tap Advertising during the twelve (12) months immediately preceding the event giving rise to the claim.
11.2 Exclusions
To the maximum extent permitted by law, Tap Advertising shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with this Agreement, whether based on contract, tort, negligence, strict liability, or any other legal theory. Nothing in this Agreement excludes or limits any guarantee, condition, warranty, right, or remedy implied or imposed by the Australian Consumer Law or any other legislation that cannot lawfully be excluded or limited.
11.3 Advertiser Indemnity
The Advertiser agrees to indemnify, defend, and hold harmless Tap Advertising, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) to the extent arising out of or in connection with: (a) the Advertiser's Ad Content, including any claims of infringement, defamation, or breach of consumer law; (b) the Advertiser's breach of this Agreement; (c) the Advertiser's negligence or wilful misconduct; or (d) any claim by a third party to the extent arising from the Advertiser's Ad Content, breach of this Agreement, or unlawful or negligent use of the Services.
12. General
12.1 Entire Agreement
This Agreement, together with the Privacy Policy, Schedule A, and the booking confirmation for each Campaign, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral.
12.2 Amendment
Tap Advertising may amend this Agreement from time to time by providing the Advertiser with at least 30 days' written notice of the proposed changes. Continued use of the Services after the effective date of the amendment constitutes acceptance of the amended terms.
12.3 Assignment
The Advertiser may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Tap Advertising. Tap Advertising may assign its rights and obligations under this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.
12.4 Governing Law
This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each Party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia.
12.5 Notices
All notices under this Agreement shall be in writing and delivered by email. Notices to the Advertiser shall be sent to the email address associated with the Advertiser's account. Notices to Tap Advertising shall be sent to legal@tapads.com.au. Notices are deemed received on the day they are sent, provided no delivery failure notification is received.
Schedule A: Fees
The advertising fees, any minimum funding or top-up amounts, payment method, and payment terms for each Campaign are as set out in the Advertiser's booking confirmation and/or account settings. All amounts are in Australian dollars (AUD). The GST treatment of fees is as stated in the booking confirmation.