1. Basis of agreement
1.1 The Advertiser agrees that the following terms and conditions apply to every supply of goods and services between Little Aussie Directories and the Advertiser.
1.2 The Advertiser is taken to accept this agreement by:
(a) signing the Booking Form where indicated and returning a copy to Little Aussie Directories;
(b) requesting or continuing its advertisement on the Community Platforms; or
(c) oral acceptance of the agreement.
2. Term of engagement
This agreement continues until either party gives notice to terminate the agreement in accordance with section 10.
3. Publication by Little Aussie Directories
3.1 Subject to the terms set out in this agreement, and in consideration for the Fees, Little Aussie Directories will publish the Advertiser’s content in the Community Platforms covering the Community Areas, in accordance with the Advertising Schedule.
3.2 The Advertiser acknowledges that the Community Platforms are local directories that are subject to local content requirements and the Advertiser’s Business Premises must be located in the Community Area (as determined by Little Aussie Directories) in which the Advertiser wishes its content to be advertised.
3.3 The Advertiser must inform Little Aussies Directories of any change to the location of its Business Premises within 14 days.
3.4 Little Aussie Directories may, at its sole discretion impose or alter any requirements regarding:
(a) the Community Areas within which the Advertiser’s advertisement will be placed;
(b) the number of businesses of a similar nature to the Advertiser which may advertise within each Community Area;
(c) the frequency of the publication of the Advertiser’s content on the Community Platforms;
(d) the Advertiser’s advertisement size, the content that is permitted, how it is placed onto Community Platforms and whether it is included on a Community Platform;
(e) pricing and pricing structure;
(f) alterations to the boundaries of any Community Area, which may or may not result in a change in the size of the Community Area and the number of homes located within that Community Area;
(g) the delivery method of the Community Magazine;
(h) the frequency and schedule of delivery of the Community Magazine and Community Platforms;
(i) ceasing the coverage of a Community Area on the Community Platforms;
(j) the branding requirements for Advertisers and Business Categories on the Community Platforms;
(k) the scarcity requirements being the number of businesses in each Business Category advertised on the Community Platforms in each Community Area; and
(l) the determination of Business Categories and the requirements of Advertisers in each Business Category, including the job items and content included and excluded, the booking requirements, the Community Magazine advertisement size and the Community Platform content rules.
4.1 All payments must be made by an approved Credit Card or Direct Debit authority. An approved Credit Card or Direct Debit authority is required to be eligible for Little Aussie Directories’ long term Advertiser discounts.
4.2 Payments will be processed monthly on the scheduled due date, prior to publication on the Community Platforms. Little Aussie Directories reserves the right to change the scheduled due date by written notice.
4.3 Little Aussie Directories reserves the right to terminate this agreement immediately by written notice if the Advertiser fails to pay the Fees in accordance with this agreement.
4.4 The Advertiser acknowledges and agrees that any Fees paid pursuant to this agreement are non-refundable.
4.5 The Advertiser agrees that it will reimburse Little Aussie Directories for any costs incurred by Little Aussie Directories in enforcing payment of any amounts outstanding on the Advertiser’s account.
5. Content of advertisements
5.1 All final advertising content, including print artwork, will be produced by Little Aussie Directories to ensure it complies with Little Aussie Directories own standards. This may include meeting the Community Platform branding, content and category requirements, including but not limited to amendments to ensure the accuracy of the content such as seasons, times and rolling over special offer expiry dates.
5.2 Little Aussie Directories reserves the right to refuse or amend any content or artwork that is produced by the Advertiser.
5.3 Little Aussie Directories reserves the right to alter the format and size of any content to be published on the Community Platforms.
5.4 The Advertiser must notify Little Aussie Directories of any changes it wishes to make to content in accordance with the deadlines provided to the advertiser and as detailed in the monthly Advertiser Update e-newsletter.
5.5 Prior to publishing any content on the Community Platforms, Little Aussie Directories will take reasonable steps to confirm with the Advertiser the accuracy and currency of any content and that the appropriate authorities have been obtained from the subject, owner or both, of the content. The Advertiser acknowledges that Little Aussie Directories is not responsible for any errors or omissions contained in the content published on the Community Platforms or for any failure by the Advertiser to obtain the appropriate authorities from the subject, owner or both, of any content published.
5.6 The Advertiser acknowledges that it is the Advertiser's responsibility to regularly review any of its content published on the Community Platforms and to notify Little Aussie Directories of any errors or omissions contained in the content.
5.7 To the extent that the Advertiser owns or has a licence in respect of any intellectual property rights in the information provided to Little Aussie Directories, the Advertiser provides Little Aussie Directories with a perpetual, irrevocable, non-exclusive licence to use, modify and communicate any such intellectual property in relation to the provision of services under this agreement.
5.8 The Advertiser acknowledges that Little Aussie Directories may in its absolute discretion:
(a) postpone the publication of any advertisement on the Community Platforms; and
(b) refuse or withdraw the publication of any advertisement if any amounts remain outstanding to Little Aussie Directories on any account.
6. Code of Conduct
6.1 The Advertiser acknowledges that Little Aussie Directories Code of Conduct is required to maintain the integrity and success of the Community Platforms for the benefit of all our users which include Customers and Advertisers. An individual Advertiser that breaches the Code of Conduct does so to the detriment of all other Advertisers.
6.2 The Advertiser agrees to:
(a) be courteous and friendly; and
(b) refrain from engaging in any discriminatory or offensive behaviour, in all interactions with Customers and Little Aussie Directories staff and to otherwise comply with any code of conduct prescribed by Little Aussie Directories.
6.3 The Advertiser agrees to:
(a) deliver excellent service and display professional workmanship at all times;
(b) provide a written quote and receipt when requested;
(c) honour any price quote submitted to a Customer unless there is a change in the size or scope of work;
(d) be punctual for any appointments made with a Customer to provide quotes or complete any agreed work;
(e) complete any work for which a deposit has been taken or a promise to complete has been given;
(f) provide every effort to do what is advertised;
(g) honour special offers as advertised;
(h) refrain from posting any illegitimate reviews or inducing any person to post any illegitimate reviews; and
(i) use all reasonable efforts to satisfactorily resolve any Customer complaint that comes to the attention of Little Aussie Directories and is subsequently raised with the Advertiser.
6.4 The Advertiser will not engage in any activity that may infringe any State or Commonwealth law in its dealings with Customers and Little Aussie Directories staff.
7. Warranties from Advertiser
7.1 The Advertiser represents and warrants that, in relation to any information provided to Little Aussie Directories to be included in the Community Platforms:
(a) the information is true and correct and not misleading or deceptive in any way;
(b) the information is not defamatory or malicious in relation to any service, product, person or corporation;
(c) the Advertiser is authorised to provide the material;
(d) the provision of any content is not in breach of any intellectual property laws and the appropriate authority (where required) has been obtained from the subject, owner or both, of the content;
(e) the information does not constitute ‘passing off’; and
(f) the provision of the information and its publication on the Community Platforms does not infringe any State or Commonwealth statute.
7.2 The Advertiser warrants that it understands and will comply with the locality and scarcity requirements of Little Aussie Directories (as described in section 3) and the Advertiser will notify Little Aussie Directories of any change that may affect the Advertiser’s ability to comply with these requirements.
7.3 The Advertiser warrants that it:
(a) is a registered business and has an ABN;
(b) will perform its services for Customers in accordance with legislative and industry standards;
(c) holds all licences and registrations relevant to its business activities being advertised on the Community Platforms; and
(d) has and will maintain appropriate insurances for the business activities being advertised on the Community Platforms.
8. Intellectual property
8.1 Little Aussie Directories reserves all intellectual property rights in relation to all content and design including trademarks, text, images, audio and video files found on the Community Platforms.
8.2 The Advertiser may not reproduce, copy, modify or publish any material contained on the Community Platforms without the permission of Little Aussie Directories.
8.3 The Advertiser acknowledges that any breach of this section 8 may cause damage to Little Aussie Directories who reserve the right to seek relief, injunctive or otherwise, against the Advertiser in such an instance.
8.4 The Advertiser may promote that it is a Little Aussie Directories approved business during the term of engagement with Little Aussie Directories. Little Aussie Directories grants the Advertiser a limited, non-exclusive, revocable, non-transferable licence for the term of engagement to use the Little Aussie Directories logo on the Advertiser’s website, in promotional materials and marketing materials for that purpose.
9. Limiting liability and indemnity
9.1 To the extent permitted by law, Little Aussie Directories will not be liable to the Advertiser for any claims arising out of any disputes between the Advertiser and Customers for any loss or damage suffered as a result of an advertisement not being published on any of the Community Platforms.
9.2 To the extent that Little Aussie Directories is liable under this agreement, then Little Aussie Directories’ cumulative liability (whether in contract, tort, indemnity or statute) shall in no event exceed the proportion of the Fees paid by the Advertiser which are attributable to the advertisement that is the subject of the claim.
9.3 The Advertiser indemnifies and will keep indemnified, Little Aussie Directories for any loss or damages suffered by Little Aussie Directories as a result of, or attributable to, the publication of the advertisements, the conduct of the Advertiser or the performance by Little Aussie Directories of the services that are the subject of this agreement, including loss or damages arising from any breach of any of the terms of this agreement.
10. Termination and breach
10.1 Subject to section 10.2, either party may elect to terminate this agreement upon providing 60 days’ written notice to the other party.
10.2 The Advertiser cannot terminate this agreement pursuant to section 10.1 until the expiry of any initial fixed term specified in the Booking Form.
10.3 If the Advertiser:
(a) breaches any of the terms of this agreement;
(b) fails to comply with Little Aussie Directories’ publication requirements (including those set out in section 3); or
(c) fails to comply with Little Aussie Directories’ Code of Conduct,
Little Aussie Directories reserves the right to suspend or terminate this agreement without further notice.
10.4 Upon termination of this agreement, the Advertiser must pay any outstanding monies owed to Little Aussie Directories and must immediately cease use of the Little Aussie Directories logo.
11. Dispute resolution
11.1 If a dispute arises between the parties in relation to the interpretation of this agreement or the rights of any party under this agreement (Dispute), a party must not commence court or arbitration proceedings relating to the Dispute unless that party has participated in the dispute resolution procedures set out in this section 11.
11.2 A party claiming that a Dispute has arisen must give a written notice specifying the nature of the Dispute (Dispute Notice) to the other party.
11.3 If a party gives a Dispute Notice:
(a) within ten Business Days of the giving of a Dispute Notice, the parties must meet in good faith with a view to resolving the Dispute;
(b) no party may commence court or arbitration proceedings in respect of the Dispute until five Business Days after the date on which the parties first meet; and
(c) if the parties are unable to resolve the Dispute within five Business Days of first meeting, any party to the Dispute may then commence court or arbitration proceedings in respect of the Dispute.
11.4 Notwithstanding the existence of a Dispute, each party must continue to perform its obligations under this agreement.
12. Alteration to Terms and Conditions
12.1 Little Aussie Directories reserves the right to amend the terms and conditions contained in this agreement.
12.2 Little Aussie Directories will notify the Advertiser in writing 30 days’ prior to the amended terms and conditions coming into effect.
13.1 Little Aussie Directories collects information provided by the Advertiser, some of which may be considered 'personal information' pursuant to the Privacy Act 1988 (Cth), to assist in the provisions of goods and services to the Advertiser and to improve Little Aussie Directories' services.
13.3 The Advertiser has the right to access and alter its personal information in accordance with the Privacy Act 1988 (Cth).
13.4 If the Advertiser provides a testimonial to Little Aussie Directories in relation to any services provided by Little Aussie Directories (including the Community Platforms), the Advertiser consents to Little Aussie Directories using that testimonial for marketing and advertising purposes, without payment to the Advertiser.
14. Governing law and jurisdiction
This agreement is governed by and construed in accordance with the laws of Western Australia and each party irrevocably submits to the non- exclusive jurisdiction of the courts of Western Australia and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating to this agreement.
The Advertiser may not disclose the contents or terms of this agreement, or any information or documents supplied by Little Aussie Directories to the Advertiser in relation to Little Aussie Directories finances and affairs, pricing, contracts and any other information that is deemed confidential by Little Aussie Directories, without the prior consent of Little Aussie Directories.
Unless expressly stated to the contrary all amounts expressed in this agreement are exclusive of GST (as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)). If a party (Supplier) is obliged to pay an amount of GST for a taxable supply made by the Supplier to another party (Recipient) under this agreement, the Recipient must pay the Supplier an amount equal to the GST payable on the supply by the Supplier, at the same time as the consideration otherwise payable by the Recipient for the supply.
17. Whole agreement
This document is the entire agreement and understanding between the parties relating to the subject matter of this agreement and supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.
18.1 ‘Advertiser’ means the company stated in the Booking Form.
18.2 ‘Advertising Schedule’ means the schedule at which the Community Magazine is published and delivered in the Community Areas and the community website is updated.
18.3 ‘Booking Form’ means the Little Aussie Directories booking form.
18.4 ‘Business Category’ means the classification of the Advertiser’s business according to the service offered by that business.
18.5 ‘Business Premises’ means the physical premises from which the Advertiser operates its business.
18.6 ‘Community Area’ means the geographical area within which the Advertiser’s content will be published (as stated in the Booking Form or as otherwise notified to the Advertiser).
18.7 ‘Community Magazine’ means the printed directory produced by Little Aussie Directories in relation to a Community Area.
18.8 ‘Community Platform’ includes the Community Magazine, the Little Aussie Directories' Community Website and such other platforms established by Little Aussie Directories.
18.9 ‘Customers’ means customers who engage the Advertiser through the use of the Community Platform.
18.10 ‘Fees’ means all fees payable by the Advertiser pursuant to this agreement (as stated in the Booking Form or as otherwise notified to the Advertiser).
18.11 ‘Little Aussie Directories’ means Thornhill Holdings Pty Ltd (ACN 009 342 232) as trustee for the Holford Business Trust trading as Little Aussie Directories.
18.12 ‘Parties’ means the parties to this agreement, being the Advertiser and Little Aussie Directories.