These Terms of Service, together with our Privacy Policy, Website Terms of Use and any terms and conditions set out in an Invoice or otherwise expressly agreed in writing by ArchiPro and the Customer together constitute the agreement between ArchiPro and the Customer in relation to ArchiPro’s Online Services including the Customer’s Membership and Campaign Package and (the “Agreement”).

By paying the Membership Fees and/or continuing to use the Online Services, the Customer is deemed to have agreed to the terms and conditions of this Agreement.

Terms updated September 2022

1. DEFINITIONS

1.1. “Advertising Services” means all advertising services provided (whether digital or otherwise), or made available, to the Customer by ArchiPro in connection with the Customer’s Membership and, where the context requires, includes Additional Advertising (as defined in Schedule 1).

1.2. “ArchiPro” means ArchiPro Limited, and/or any agents, officers or employees thereof, together with any of its successors or assigns (and “we” or “us” has a corresponding meaning).

1.3. “ArchiPro Website” means www.archipro.co.nz or any related websites as may exist from time to time (including those with overseas based top-level domains).

1.4. “Business Analytics Product” means the metrics and tracking tool added to your ArchiPro Dashboard to provide insight into the Customer Profile and advertising performance.

1.5. “Commencement Date” has the meaning set out in clause 2.1.

1.6. “Content” means all information and/or material which is provided by the Customer, or on the Customer’s behalf, to ArchiPro (including, for the avoidance of doubt, by direct upload to the Customer’s ArchiPro Profile), and/or which is sourced by ArchiPro from the Customer’s publicly available collateral, advertising, website, social media or other publications and includes, without limitation, images, photos, trademarks, text or other visual elements.

1.7. “Customer” means the person named as the Customer in an Invoice and shall include any person acting on behalf of and with the authority of the Customer, or any of its successors, assigns or administrators (and “you” or “your” has a corresponding meaning).

1.8. “Customer Profile” means a profile created by or on behalf of the Customer which is hosted on and accessible via ArchiPro’s website (www.archipro.co.nz).

1.9. “Invoice” means any invoice issued by ArchiPro to the Customer from time to time (which may relate to payment of Membership Fees by the Customer or any additional services supplied in accordance with the terms of this Agreement).

1.10. “Membership” means the Customer’s access to ArchiPro’s Online Services and Campaign Package as selected by the Customer from the membership options specified in ArchiPro’s current Membership Presentation.

1.11. “Membership Fees” means the fees payable by the Customer in respect of the Customer’s Membership (plus GST) as set out in an Invoice.

1.12. “Online Services” means the services to be provided by, or on behalf of ArchiPro to the Customer in connection with your Membership, including on or via the ArchiPro Website, and may include, as applicable:

(a) the Customer Profile;
(b) the Business Analytics Product;
(c) the Advertising Services.

1.13. “Pixel Tracker” means a code that is embedded on the Customer’s website in conjunction with the Business Analytics Product which enables ArchiPro and you to track a first party user or customer’s activity on and from your Customer Profile through to your website to continue the insight of the first party’s browsing activity.

1.14. “Renewal Date” means each anniversary of the Membership Package Commencement Date.

2. MEMBERSHIP

2.1. ArchiPro shall provide, and the Customer shall have access to, the Online Services and related deliverables associated with the Customer’s chosen Membership. Membership commences when the Customer signs and accepts a quote for their selected Membership, including acceptance of the terms of this Agreement (“Commencement Date”). Where a Customer’s Membership includes the following Online Services, the Customer acknowledges and agrees that additional terms shall apply as follows:

(a) for the Advertising Services, the terms set out in Schedule 1 shall apply;

and in each case those terms will be in addition to, and not in substitution of, the terms and conditions herein.

2.2. The Customer acknowledges and agrees that ArchiPro may, from time to time and for any reason:

(a) amend the description and applicable deliverables of each tier of Membership;
(b) change the terms and conditions of this Agreement (including, for the avoidance of doubt, the terms of the Privacy Policy and Website Terms of Use); and
(c) change the nature and extent of the Online Services, including adding, removing or discontinuing any feature (whether in whole or part),

in each case upon written notice to the Customer.

2.3. Subject to clause 2.4 below, any changes to this Agreement or the Online Services in accordance with clause 2.2 will be effective immediately upon our giving you notice of such amendments. Your continued use of the Online Services after such amendments constitutes your acceptance of such amendments. Where you do not agree with any of the amendments, you may exercise your right to terminate this Agreement in accordance with clause 4 below.

2.4. Unless otherwise agreed in writing with the Customer, any amendments referred to in clause 2.2 above which we consider (acting reasonably) will materially affect the Membership will apply with effect on and from the next Renewal Date. Where you do not agree with any such amendments, you may exercise your right to not renew your Campaign Package upon Renewal Date, and/or terminate this Agreement in accordance with clause 4 below.

3. MEMBERSHIP FEES AND PAYMENT

3.1. Unless otherwise specified in the relevant Invoice, a deposit payment of the Membership Fee for commencement of Online Services is due within 7 days of Membership confirmation, and the balance of the Membership Fees is to be paid in accordance with the instructions set out in the relevant Invoice, the frequency of which is determined by the selected Campaign Package. All Invoice payments are to be made in full, without set-off or deduction.

3.2. The Customer acknowledges that non-payment of the Membership Fees by the due date specified in an Invoice will:

(a) result in a delay in the commencement of creating the Customer Profile until payment of the deposit Invoice for the Membership Fees is received by ArchiPro.

(b) if the Customer’s Profile is ready to go live on the platform and an Invoice for the balance of the Membership Fees is overdue, the Customer’s profile and all associated pages will not go live until payment for the outstanding Invoice is received in full.

(c) delay in payment regarding a Campaign Package will result in a delay in scheduling the promotional activity as determined in the Campaign Package selected, and a delay in the Analytics tool in the Customer’s Business Manager being turned on.

(d) if a scheduled Invoice is overdue by 30 days during a Campaign period, with notice of outstanding payment, ArchiPro will disable the Customer’s Analytics and the scheduled Advertising Services will be put on hold which may include postponement of scheduled advertising, and postponement fees being incurred. Where the Advertising Services are put on hold due to overdue Invoices, the Renewal Date of the Campaign Package will not be extended.

(e) if the Invoice is overdue by 45 days (including an Invoice for an initial payment, whether by deposit or lump sum), ArchiPro may, at its sole discretion, take debt recovery action against the Customer.

3.3. The Customer acknowledges and agrees that ArchiPro may, from time to time, amend the applicable Campaign Package Fees for any reason and, unless otherwise agreed in writing with the Customer, any such amendment to the Campaign Package Fees will apply to the Membership from the next Renewal Date.

4. TERMINATION

4.1. We may terminate this Agreement and your Membership including disabling your Customer Profile with immediate effect by notice in writing to you at any time where we consider (acting reasonably) that you are in breach of the terms of this Agreement (including, for the avoidance of doubt, the Advertising Terms, Website Terms of Use and any other specific terms expressly agreed in writing between ArchiPro and the Customer).

4.2. You may terminate this Agreement and request your Customer Profile to be disabled from the ArchiPro platform at any time by giving ArchiPro notice in writing of such termination.

4.3. Following termination of your Membership in accordance with clause 4.1 or clause 4.2 (as the case may be), you will cease to have access to the Online Services, and your Customer Profile and, to the extent it is possible to do so, any other Content will be removed from the Online Services.

4.4. Termination of this Agreement and your Membership will not affect clauses 6 to 14 (inclusive) of this Agreement, which are intended to survive termination.

5. CUSTOMER PROFILE

5.1. For the establishment and maintenance of your Customer Profile, you may choose:

(a) for ArchiPro to have primary responsibility for the creation of that Customer Profile, in which case the terms of clause 5.2 shall apply; or

(b) to have primary responsibility for the creation of your own Customer Profile, in which case the terms of clause 5.3 shall apply to the creation of that Customer Profile, and

in either case, you warrant and represent to ArchiPro that you are a principal or employee of the Customer who is authorised to create, or approve the creation of, the Customer Profile for and on behalf of the relevant Customer.

5.2. Where the Customer has requested that ArchiPro create the Customer Profile in accordance with clause 5.1(a):

(a) we will request Content for your Customer Profile directly from you or, where your Content is not readily available to be shared with us in a format which we are able to use, we will, to the extent possible, source Content for your Customer Profile from any business website currently operated by you;

(b) once we are satisfied that your Customer Profile is complete and is in a state which we consider is ready to ‘go live’ on the ArchiPro website, we will send you a website link containing the draft profile for you to review. At this stage, we will make any changes to your Customer Profile that are reasonably requested by you; and

(c) upon receipt by us of your confirmation that you are satisfied with your Customer Profile, your Customer Profile will ‘go live’ on the ArchiPro website and we will provide you with a username and login information to enable you to update and maintain your Customer Profile should you need to do so.

5.3. Where the Customer wishes to build their own Customer Profile and has notified us of its intention to do so in accordance with clause 5.1(b):

(a) we will set up the basic parameters of your Customer Profile (including logo placement, company image, your contact details and other Customer related information);

(b) once the basic parameters of your Customer Profile have been established, we will provide you administration access through a website link to enable you to complete your Customer Profile in its draft state. You will be solely responsible for uploading and modifying any Content to and on your Customer Profile at this stage;

(c) once you are satisfied that your Customer Profile is complete and is ready to ‘go live’ on our website, we will be notified and required to approve the Customer Profile and its Content to ensure it meets our quality, size and general content requirements; and

(d) once we are satisfied that your Customer Profile meets our requirements, your Customer Profile will ‘go live’ on the ArchiPro website.

5.4. Irrespective of whether ArchiPro or the Customer is responsible for the creation of the Customer Profile:

(a) you may update, amend, edit, or otherwise alter your Customer Profile at any time during your Membership, subject to the requirements relating to Content set out in clause 6 below and our approval of such changes as may be required from time to time; and

(b) we will provide ongoing support and maintenance of your Customer Profile upon request from you.

5.5. ArchiPro does not guarantee specific placements of your Customer Profile or Content on the Online Services except where such placements are paid for as part of your Membership. Any specific Content placement agreed with you as part of your Membership is subject always to the discretion of ArchiPro and the compliance of that Content with any quality, size or other general requirements of ArchiPro from time to time.

6. PIXEL TRACKER

6.1. Where your Membership includes the Business Analytics Product, you acknowledge and agree that you have the option to embed the ArchiPro Pixel Tracker code on your own business website, and by doing so this clause 6 applies in its entirety. If you choose not to embed the Pixel Tracker on your website, this clause 6 does not apply.

6.2. By using the Pixel Tracker on your website, you warrant to ArchiPro that you have the necessary consent of the users of your website to collect and use data in the manner required in connection with first party data collection (and in particular through the use of tracking technology) and that your use of the Pixel Tracker will not breach any obligations you have towards first party users or customers of your website under the Privacy Act 2020 or other applicable privacy legislation.

6.3. You agree to indemnify ArchiPro against any loss suffered by ArchiPro as a result of breach of this clause 6.1 or from any claim by a user of your website that your use of the Business Analytics Product and the Pixel Tracker as contemplated by, and in accordance with, these terms or any other terms relating to your use of the Business Analytics Product is in breach of any applicable privacy legislation.

7. YOUR CONTENT

7.1. You acknowledge and agree that, whether or not we are responsible for sourcing, uploading or reviewing your Content, we are not responsible for, nor will we be liable for, confirming the accuracy or legality of the Content. In particular, you represent and warrant that any Content which is used on or in connection with the Online Services (including your Customer Profile and Additional Advertising as applicable):

(a) does not contain anything that is misleading or deceptive or which is likely to mislead or deceive;

(b) complies with the Fair Trading Act 1986, the Trade Mark Act 2002, the Copyright Act 1994 and all other applicable laws and regulations;

(c) complies in every way with the Advertising Code of Practice issued by the Advertising Standards Authority Inc and with every other code of industry standard relating to advertising in New Zealand;

(d) is your own work or you have the necessary permission from the author or owner of the relevant Content to use such Content in the manner contemplated by this Agreement;

(e) does not violate or infringe the moral, intellectual property, privacy or other rights of any other person;

(f) does not constitute or contain confidential information;

(g) is complete and accurate and meets all other quality or procedural requirements for that Content as advised by us to you from time to time;

(h) does not contain any virus, worm, corrupt file, or other forms of malicious code or content that may harm a website or computer; and

(i) does not contain any cookie, tracking tag or other tracking device unless we have provided our prior written consent to such inclusion.

7.2. You, or your relevant licensor’s, will retain all ownership in the Content however you acknowledge and agree that we may use, reproduce, modify, edit, adapt, communicate to the public or display your Content to provide you with the benefits of your Membership, to otherwise meet any obligation we owe to you, and/or to generally operate our business.

7.3. You grant to us, or shall otherwise procure the granting to us, non-exclusive, royalty free permission to use your Content as set out in this Agreement, including for the purposes of clause 7.2. You must have a license for all images issued by the copyright holder which allows you to use this content to promote your services, including on your ArchiPro profile, EDM and social channels. 

7.4. We reserve the right to use, not use, or discontinue using your Content (whether in whole or in part) in our sole discretion at any time. We do not guarantee that we will publish all of your Content.

7.5. We will not be responsible for, and you agree to indemnify us against, any loss, damage, claim or demand arising in connection with our use of your Content in accordance with this clause 7.

8. PROFESSIONAL NETWORK LINKING

8.1. You may create a Professional Network Link on your Customer Profile to connect with other members of ArchiPro’s Online Services that you have worked with in the past, which will result in the other members’ logos displaying in a tab on your Customer Profile called Network as “ArchiPro Professionals we have worked with in the past”. Similarly, you may create a Professional Project Link to connect your profile with projects you supplied service to, which will result in your logo being displayed on the project in the section called “Professionals used on this project”, provided that you have accurately and fully identified the project and your involvement in it.

8.2. You acknowledge that other members of ArchiPro’s Online Services may create a Professional Network Link to your Customer Profile where your logo will display on their Network tab on their Profile, and Professional Project Links in your Projects loaded to your Profile, from time to time.

8.3. Where another member of the Online Services has linked their Customer Profile to yours or linked their Profile to your Project, you may send us a written request with a reasonable explanation to remove the Network or Project link. ArchiPro will review and remove such link as soon as reasonably possible following receipt of such request. Similarly, other members and users of the Online Services may request that we remove any Network links or Project links that you have made to their Customer Profiles and Projects.

9. OUR INTELLECTUAL PROPERTY

9.1. You acknowledge and agree that ArchiPro owns all intellectual property rights, title and interest in:

(a) the ArchiPro Website and the Online Services, including any material (other than your Customer Profile or your Content) that we create for you or on your behalf as part of your Membership or the Online Services, whether or not we create such material in conjunction or cooperation with you;

(b) any software, hardware or other technology which underlies or comprises the ArchiPro Website and/or Online Services, including (without limitation) the Pixel Tracker and all code which comprises the Pixel Tracker;

(c) our trademarks; and

(d) any other intellectual property (whether registered or not) that we create or develop independently on the Online Services, (“Intellectual Property”).

9.2. All Intellectual Property which exists as at the date of this Agreement, together with any Intellectual Property created or developed by us during the term of this Agreement, is the absolute property of ArchiPro. Where we use any aspect of our creative services in the design or production of an advertisement or publication you acknowledge that we own the copyright and any other Intellectual Property in such work and that such work is not work for which a commission payment has been made or agreed.

9.3. You agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit our Intellectual Property without our express written permission. You acknowledge that you do not acquire any ownership in, or licence to, our Intellectual Property by your use of the Online Services or your Membership.

10. COMMUNICATIONS

10.1. In connection with your Membership, ArchiPro will send you emails containing information and updates about ArchiPro and the Online Services, your Membership (and any updates or notifications relating to your Membership) as well as relevant industry news and other items of interest. You acknowledge that such emails from ArchiPro are a necessary part of your Membership and by becoming a member and continuing to use the Online Services you agree to receiving such emails from ArchiPro from time to time while you remain a member. One or more team members’ email addresses can be nominated to receive these communications, and can be updated as and when needed throughout your Membership term.

11. CONFIDENTIALITY

Unless we agree otherwise in writing, you will not:

(a) use, nor permit to be used, any information that we provide to you, in whatever form, in respect of your Membership or the Online Services (“Confidential Information”) for any purpose other than to perform your obligations; or

(b) disclose any Confidential Information, except to your employees, officers, agents or professional advisors who have a need to know such information and provided such persons are subject to obligations of confidentiality substantially similar to those contained in this clause 10.

12. NO WARRANTIES, GUARANTEES OR REPRESENTATIONS

12.1. The ArchiPro Website and the Online Services are provided on an "as is" and “as available” basis and, to the extent permitted by law, all warranties, descriptions, representations or conditions, whether express or implied, in respect of the ArchiPro Website and/or the Online Services, including as to fitness for any particular purpose, are expressly excluded. In addition, we make no warranty that the ArchiPro Website, the Online Services, nor any benefits of your Membership, will be free from transcription, transmission or other errors, or that they will be continuously available or fault-free.

12.2. You acknowledge that third party users of our Online Services may access those Online Services via different websites, services, applications, technologies and devices, the underlying technology, functionality and features of which may affect their presentation, appearance and functionality. We do not guarantee how our Online Services, or any element thereof, will be presented to such third-party users, or that all features will be accessible by them.

13. LIABILITY AND INDEMNITY

13.1. Neither ArchiPro nor the Customer shall be liable for any failure to comply with the Agreement where such failure arises as a result of any act of God, war, terrorism, catastrophic fire or weather event, industrial action involving that party or such other event which is beyond the control of either party.

13.2. Subject to clause 13.3 below and paragraph 2.5 of Schedule 1, ArchiPro’s maximum liability under or in connection with the Agreement, including the Online Services (whether in contract, tort (including negligence), statute or otherwise) shall be limited to the value of the Membership Fees paid by the Customer during the then current Membership term.

13.3. ArchiPro will not be liable (whether in contract, tort (including negligence), statute or otherwise) for any loss of profits or revenue or any indirect, consequential or special loss or damage of any kind.

13.4. We are not your agent and are not involved, on behalf of either you or third-party users of our Online Services, in any dealings resulting from the use of our Online Services. We will not have any liability for any dealing between you and any third-party user of our Online Services, whether as a direct result of the use of our Online Services or otherwise.

13.5. You agree to indemnify us against any claims, losses, costs (including legal costs), expenses, demands or liability relating to:

(a) your breach of this Agreement; and
(b) your use of Content, including any failure to comply with clause 7.1.

14. DISPUTES

14.1. Where a dispute arises between ArchiPro and the Customer in respect of the Agreement (including your Membership or your use of the Online Services), then, as a first step, the parties must use best endeavours to resolve the dispute informally by good faith negotiations between representatives authorised to resolve that dispute on behalf of each party. However, where the dispute has not been resolved within 4 weeks of the dispute first arising, the dispute may be referred by either party to arbitration. Such arbitration shall be conducted by a single arbiter appointed by mutual agreement of ArchiPro and the Customer or, failing agreement, by two arbiters (one appointed by each of the Customer and ArchiPro), with such arbitration to be conducted in accordance with the Arbitration Act 1996 (exluding clauses 4 and 5 of the Second Schedule to that Act).

15. MISCELLANEOUS

15.1. The Customer is not permitted to assign any of its rights or obligations under the Agreement without the prior written consent of ArchiPro. A change in the Customer’s effective ownership or control will be deemed an assignment for the purposes of this clause. ArchiPro may assign, transfer, licence or subcontract any and all of its rights and obligations under the Agreement (including any Customer indebtedness) by notice to the Customer but without requiring the Customer’s consent. Each of ArchiPro’s assignees and transferees will have the same rights and remedies against the Customer as ArchiPro has under the Agreement.

15.2. If any provision of this Agreement is found to be invalid, illegal or unenforceable, then such provision shall be deemed to be amended to the extent required to cure such invalidity, illegality or unenforceability and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

15.3. No waiver of any breach of, or failure to enforce any provision of, the Agreement at any time by either party shall in any way limit the right of such party thereafter to enforce and compel strict compliance with the provisions of the Agreement.

15.4. The Agreement is governed by, and is to be construed in accordance with, the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of New Zealand.

SCHEDULE 1: ADDITIONAL TERMS RELATING TO THE ADVERTISING SERVICES

1. ADVERTISING INCLUDED IN MEMBERSHIP

1.1 As soon as practical following the commencement of your chosen Campaign Package, we will discuss and agree with you an advertising schedule (including scheduled publication dates) which will apply to the Advertising Services to be supplied by us pursuant to your chosen Campaign Package during the then current term of your Membership.

2. ADDITIONAL ADVERTISING SERVICES

2.1 If you request any Advertising Services which are in addition to the advertising services included in the terms of your chosen Campaign Package (“Additional Advertising”), we will charge you for the Additional Advertising at the rates set out in our current rate card (“Advertising Rates”). Unless otherwise stated by ArchiPro, all Advertising Rates specified in our rate cards are exclusive of GST and you will be required to pay GST in addition to such rates.

2.2. We reserve the right to vary our Advertising Rates at any time, with any adjustments communicated to you (if relevant) in writing. The current rates for Additional Advertising are available through your Customer Profile menu.

2.3.  Unless otherwise specified in the relevant Invoice relating to the applicable Additional Advertising, payment of the full amount specified in the Invoice is due prior to scheduled date of first publication of the relevant Additional Advertising. All payments due to ArchiPro are to be made in full without set-off or deduction.

2.4. The Customer acknowledges that non-payment of the Invoice amount by the due date specified in the Invoice will result in a delay in the commencement of the supply of the relevant Additional Advertising until payment of the Invoice amount is received by ArchiPro.

2.5. Notwithstanding clause 13.2 of the Agreement, ArchiPro’s maximum liability under or in connection with any Additional Advertising requested under this clause will be limited to an amount which is equal to the cost of the relevant Additional Advertising as specified in the relevant Invoice.

3. CONTENT FOR ADVERTISING SERVICES

3.1  We may create editorial content for publication on your behalf (“Native Advertising”) using Content uploaded to your Customer Profile (the “ArchiPro Sourced Content”). Such Native Advertising may include (but is not limited to) social media posts and captions, newsletter articles and email content, as agreed with you.  All Native Advertising will be consistent with the creative style, tone and quality usually adopted and displayed by ArchiPro. Other than display advertising and Dedicated EDMs, all links in Native Advertising formats will direct back to your Customer Profile.

3.2. You may also provide us with your own Content for publication as part of any Advertising Services we have agreed to provide to you (including as an addition to, or in substitution of, any ArchiPro Sourced Content). Such Content must be received by us within the timeframes specified in paragraph 4 below.

3.3. Irrespective of whether the relevant Advertising Service is Native Advertising or otherwise, we will provide you with a proof of the relevant advertising for your review and confirmation. You must confirm your acceptance of, or identify any required changes to, the relevant advertisement in writing within one week of receiving the proof. Where you fail to respond within the notified timeframes, you will be deemed to have accepted the relevant advertisement in all respects and ArchiPro shall publish that advertisement in the form in which it appeared in the proof. In such circumstances, ArchiPro (and its employees, officers, agents, or contractors) shall not be liable to the Customer in any way for any defect or matter arising out of the relevant advertisement. In any event, the Customer must notify ArchiPro immediately of any such defect or matter arising out of the relevant advertisement and ArchiPro will use reasonable means to rectify the advertisement to the extent that it is possible to do so.

3.4.  We allow two rounds of reasonable feedback within one week of receiving the initial proof, however the feedback must comply with our Advertising Guidelines and are not guaranteed to be accepted. Entire changes to the Content after a proof has been sent to you for approval will incur a $200 plus GST production fee for us to create a new advertisement and proof for you. 

3.5. Campaign advertising impressions will be counted and recognised by our ArchiPro custom ad-serving engine and our Business Analytics Product. A third party ad-serving engine may also be used but its impression count won’t be recognised unless we agree otherwise in writing. You acknowledge and agree that any calculation of advertising impressions will be measured on the basis of content placed both on-platform and through partner channels, including but not limited to Facebook, Google, our CRM platforms (ie Hubspot, Mailchimp).

3.6.   Advertising Services may be used only by the Customer for advertising the Customer’s usual and ordinary business. The Advertising Services may not be on-sold, transferred or otherwise made available to any other person or entity without our prior written consent.

4. CONTENT DEADLINES FOR ADVERTISING SERVICES

4.1. Subject to any timeframes agreed with you in writing, all Content which is to be used in connection with the relevant Advertising Services to be provided to you must be received by us in accordance with the Advertising Deadlines which are available through your Business Manager menu.

4.2.  ArchiPro reserves the right to charge an additional processing fee of $200 plus GST, in the event that we receive your Content outside of these timeframes but nevertheless agree to continue work to meet the publication dates for the relevant Advertising Services as previously agreed with you.

5.1.  Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that:

(a)  we may, in our absolute discretion and without notice, modify, edit, adapt, reject, refuse to publish, or withdraw Content or any agreed advertisement containing such Content from publication without having to give you a reason, provided however that we will not unreasonably exercise this right and will notify you of our decision to do so as soon as is reasonably practicable;

(b)  where there is an error or delay in publishing any agreed advertisement containing your Content, we may remedy such error or delay by publishing such advertisement at a time which is different to that which was originally agreed with you (including as part of an agreed advertising schedule) or, where applicable, in the next available publication;

(c)  the placement or position of any Content in an advertisement or on the ArchiPro website is at our sole discretion, except where we have agreed on a specific placement with you in writing (and for the avoidance of doubt, this does not include the proof);

(d) unless otherwise agreed with you in accordance with paragraph 5.1(c) above, ArchiPro does not make any guarantee that any Customer product or service featured in an advertisement will be the only product or service of that type featured in the relevant advertisement;

(e) where you have provided us with your own Content for inclusion in an advertisement, we may require that you correct or amend your Content to conform to editorial style, quality and tone, or for other genuine reasons; and

(f) we may indicate above or below any advertisement which we reasonably consider resembles editorial matter that the content is sponsored or paid for.

5.2. You must tell us as soon as possible if there is an error or omission in any Content which you have provided to us, or which we have used on your behalf, as part of any Advertising Service. ArchiPro reserves the right to charge additional amendment fees and additional processing fees to correct any such errors or omissions.

6.1. Subject to paragraph 6.2 below, where we have agreed a schedule for the relevant Advertising Service with you, you may postpone any agreed publication dates for the relevant Advertising Service by giving us written notice of your desire to postpone, such notice to be received by us not less than 90 days from the scheduled date of publication. Where we receive notice of postponement in accordance with this paragraph 6.1, we will arrange a

new date of publication for the relevant Advertising Service as soon as reasonably practicable and only if available during the remainder of the current Membership term.

6.2. Notwithstanding paragraph 6.1 above, if we receive notice of postponement outside of the required period or we receive such notice when the relevant advertisement has been drafted and you have had an opportunity to review and feedback on that advertisement, we reserve the right to consider such notice to be a cancellation notice for the purposes of paragraph 6.3 below.

6.3. If you wish to cancel an advertisement or campaign you must communicate this in writing to us. Upon cancellation, ArchiPro may (at its sole discretion) charge a cancellation fee in accordance with paragraph 6.4 below. You acknowledge and agree that any cancellation fee charged by ArchiPro in accordance with this paragraph and paragraph 6.4 is a genuine pre-estimate of the loss that ArchiPro will suffer as a result of the cancellation of the relevant Advertising Service.

6.4. Where the notice of postponement of cancellation of any ArchiPro Advertising service is received by us:

(a) in accordance with paragraph 6.1, you will incur no penalty and we will not charge any cancellation fee;

(b) within 90 days and 30 days of the scheduled publication date, we reserve the right to charge you and/or not replace your advertising spot, and you agree to pay 50% of the cost of the relevant Advertising Service as specified in the applicable Invoice; and

(c) within 29 days or less of the scheduled publication date, we reserve the right to charge you and/or not replace your advertising spot, and you agree to pay 100% of the cost of the relevant Advertising Service as specified in the applicable Invoice.

Where your Membership is terminated in accordance with this Agreement, any and all Advertising Services will also be terminated with immediate effect and we will have no obligation to refund any monies paid by you in relation to your Membership or the Advertising Services.