Terms and Conditions

These Terms and Conditions apply to all Business Profiles, Websites and other Content Services provided to a business or any other organisation (Subscriber) and Users by Localsmile.com.au (LS)

LS maintains a database of Subscribers both paid business profile listings, websites and free listings and websites and reserves the right to publish, or not publish, such listings.

1. Acceptance of Terms

1.1. All Subscribers agree to be bound by the Terms & Conditions set out on www.localsmile.com.au, terms and conditions agreed to over the phone as well as these additional terms and conditions, as applicable.

1.2. The terms that apply to your Service are set out in:

1.2.a. these terms including any attachments;

1.2.b. the approved and authorised order form over the phone with a sales person or otherwise;

1.2.c. the website terms of use located at www.localsmile.com.au ;

1.2.d. any rules and/or guidelines which apply to your Service; and

1.2.e. any equivalent approved and authorised document received by LS.

1.3. These Terms and Conditions supersede any terms and conditions previously issued, whether it be in writing, verbally or on www.localsmile.com.au.

1.4. LS, in its sole discretion, may vary these terms and conditions at any time without notice.

2. Term of Service

2.1. The Service begins on the date the Completed Order is received by LS.

2.2. The Service will continue until terminated by the Subscriber ( ref Cl 5 below)

3. Changes to the Service, Product or Terms

3.1. Modifications or revisions of the Service Terms and Conditions can be made any time by LS without any prior warning or notice.

3.2. The changes will be effective as soon as they have been posted on the Website.

3.3. You should check the terms and conditions from time to time so you are aware of any changes to the site and services.

3.4. Your continued use of Local Smile after any modifications indicates you have accepted the new terms and conditions.

4. Subscriber Content

4.1. Subscriber is responsible for uploading and maintaining any and all relevant material (Subscriber Material) for use on the Website, in accordance with any requirements of LS including as to deadlines and delivery formats

4.2. LS takes no responsibility for any of the Subscriber Material.

4.3. LS will determine the utilisation of all keywords, categories and other material used to describe or categorise a business listing for all purposes relating to the Directory.

4.4. LS may remove, revise or refuse to publish any Subscriber Material.

4.5. LS reserves the right to include or exclude entry to, or remove a business from, the site and the directory at any time, for any reason whatsoever and without any liability to LS;

5. Termination of Service

5.1. This Service may be terminated in the following ways:

5.1.a. By the Subscriber giving 30 days notification to LS;

5.1.b. By LS without notice if:

5.1.b.i. the Subscriber (being an individual) is declared bankrupt; or

5.1.b.ii. any action is taken in relation to the Subscriber which, if the Subscriber is a corporation, reasonably indicates its insolvency (e.g. action is commenced for LS to be wound up or placed in liquidation) or if the Subscriber is a person then similar events occur which indicate bankruptcy; or

6. Liability and Indemnity

6.1. The Subscriber indemnifies LS against any successful claim by any third party against LS in respect of any matter arising from the operation, use, transfer of data or money to and from LS by the Subscriber.

6.2. By lodging material including electronic material or data for publication or authorising or approving the publication of any material with LS, the Subscriber indemnifies LS and its directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly from the publication of the material, and,

Without limiting the generality of the above, Subscribers indemnify LS and its directors, employees and agents against any claims arising from:

6.4.a. defamation, libel, slander of title;

6.4.b. infringement of copyright;

6.4.c. infringement of trade marks or names of publication titles;

6.4.d. unfair competition;

6.4.e. breach of trade practices, privacy or fair trading legislation; and

6.4.f. violation of rights of privacy or confidential information or licences or royalty rights or other intellectual property rights.

6.5. Subscriber indemnity: The Subscriber indemnifies LS for any loss or damage including indirect or consequential loss or damage regardless of its cause (including negligence and tort) arising out of or in any way connected with the supply of or failure to supply the Service, a payment method in an agreement, and/or any inaccuracy, inadequacy or incompleteness of information contained in a Company Directory, on the Website or any of its printed material.

6.6. No Subscriber assignment: The Subscriber may not assign its rights or obligations under any agreement with LS without the prior written consent of LS.

7. Intellectual Property

7.1. All intellectual property in relation to material included on the Website belongs to LS Users and Subscribers obtain no interest in that property. Users and Subscribers may not do anything which interferes with or breaches those intellectual property rights.

7.2. Apart from fair dealing permitted by the Copyright Act 1968, LS grants Users and Subscribers on the Website permission only to download copyright material for private purposes and not to use the content of the Website in any other way or for any other purpose.

Maps and map data:

7.3.a. All content and material relating to the maps included on or linked to the Website are the copyright of the mapping provider.

7.3.b. Except as expressly permitted by these terms and conditions, the User (including Subscribers) may not re-use, export, transmit, duplicate, or publish the map data in any way (whether electronic or on paper) without the express written permission of LS. The terms of use for Google Maps located on Local Smile can be found at http://www.google.com/intl/en_us/help/terms_maps.html.

7.3.c. LS provide the Google Maps product on an 'as is' basis as provided by Google. Google Maps is a product of Google Inc. The user hereby agrees not to make any claims against LS or Google pertaining to the suitability for any given purpose and performance of Google Maps

8.Privacy

8.1. LS will collect, use and disclose any personal information in accordance with its Privacy policy which is available upon request or can be viewed at http://www.localsmile.com.au/Site/PrivacyPolicy. Subscribers and Users acknowledge LS's Privacy policy and consent to the collection, use and disclosure of personal information in accordance with that Privacy policy.

8.2. Disclosure Statement:

8.2.a. LS collects your personal information to assist us in providing the goods or services you have requested, to process special offers and to improve our products and services. We may be in touch by any means (including email or SMS) to let you know about goods, services, or promotions which may be of interest to you. We may also share your information with other persons or entities who assist us in providing our services, running competitions or with other companies who provide prizes for competitions or reader offers.

9. General Notices

9.1. Severability of some clauses: If any part of these terms and conditions are unenforceable the remainder will not be affected.

9.2. Jurisdiction: Subscribers acknowledge that all correspondence concluded on the Website and all online and telephone activities in relation to the Website are made and concluded in New South Wales. These terms and conditions shall be governed by the laws of the state of New South Wales. The parties agree to submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

Any notice to be served to LS under this Service must be served personally by post, facsimile or email to LS at: Attention:

LocalSmile Customer Service Department
Locked Bag 200/143
Surry Hills 2010 NSW
Fax: (02) 9326 9601
Email: customerservice@localsmile.com.au

12. Fees and Charges

12.1. Invoicing and payment:

12.1.a. All transactions are processed in $AUD

12.1.b. Upon receipt of the approved and authorised order form, verbal agreement with a sales person or equivalent Service by LS, the Subscriber will be issued with a tax invoice inclusive of GST. Payment is required as set out in clause 5.1.f

12.1.c. The Subscriber must pay all fees and charges as set out in an approved and authorised order form, as stated over the phone by a sales person or equivalent Service upon receipt of a tax invoice on the payment dates set out in that document.

12.1.d. LS reserves the right to make changes to the prices at any time, on 30 days notice to the Subscriber

12.1.e. The Subscriber acknowledges that the fee and other charges are exclusive of GST. GST is charged at a rate of 10%. If the rate of GST changes, this will simultaneously be reflected in the charges payable by the Subscriber and the Subscriber agrees to pay this increase from the changed date.

12.1.f. The Subscriber is expected to adhere to the payment terms and payment method agreed to on the order form, as agreed to over the phone with a sales person, or equivalent document.

12.1.g. Payment methods and payment terms accepted by LS are as follows: credit card and direct debit are cash on day of invoice; electronic funds transfer is strictly 30 days from date of tax invoice.

12.1.h. Should the Subscriber elect to pay by credit card then LS reserves the right to process the credit card for payment as required to achieve a successful outcome in the event that the original processing transaction is unsuccessful. The Subscriber acknowledges that it is solely responsible for any charges or fees associated with insufficient funds or any other such charge relating to the collection of payments.

12.1.i. Should the Subscriber's account exceed LS's payment terms and be passed on for collection and or legal action, all costs including debt collection, commission, solicitor's fees and any out of pocket expense will be the liability of the Subscriber.

12.1.j. If the Subscriber at anytime exceeds LS's payment terms and as a result is passed on for collection and or legal action LS may place a default against the Subscriber with a credit reporting agency.

12.1.k. Approval of a commercial credit account is subject to the assessment of the Subscriber's credit worthiness and ability to meet LS's terms and conditions.

12.2. If at any time during the initial term or follow-on term there are insufficient funds in the Subscriber's credit card account or the bank account (as the case may be) to cover all fees or charges when they are due, or any other agreed method of payment (e.g. cheque) provided by the Subscriber is dishonoured or reversed, the Subscriber is in breach of this Service and LS, without notice to the Subscriber and without affecting any other rights, may terminate this Service according to clause 6 and/or suspend provision of the services.

12.3. Confidential account information: The Subscriber acknowledge and agree: (a) where the Subscriber is a partnership, by each of its partners: (b) where the Subscriber is a company, by each of its directors that:

12.3.a. LS may, at any time, in relation to either the Subscriber, a partner or director:

12.3.a.i. disclose information contained in the order form, including verbal order form, concerning that person to:

12.3.a.i.1. a credit reporting agency in accordance with section18E (8)c of the Privacy Act 1988(Cth);

12.3.a.i.2. another credit provider;

12.3.a.ii. obtain a credit report from another credit provider about that person's credit worthiness;

12.3.a.iii. disclose information to another credit provider about that person's consumer credit worthiness;

12.3.a.iv. use information that concerns that person's commercial activities or commercial credit worthiness pursuant to Section18L(4) of the Privacy Act 1988(Cth) following the receipt of a credit report for the purpose of assessing the Commercial Credit Application;

12.3.a.v. disclose a report , including a verbal report, concerning that person, or any information derived from such a report, to another credit provider who requests the report or information for the purpose of assessing an application by that person for credit:

12.3.a.vi. disclose this information to our Solicitors or Collection Agency in the event of the account being delinquent in accordance with Section 18K(1)g.

12.3.b. A credit reporting agency in possession or control of a credit information file relating to either the applicant or a partner or director of the applicant may disclose personal information contained in the file to LS:

12.3.b.i. pursuant to Section 18K(1)b of the Privacy Act 1988(Cth)

12.3.b.ii. pursuant to Section 18K(1)c of the Privacy Act 1988 (Cth). Terms 1a & 1b apply equally to the reassessment of an account in accordance with Section 18E(8)c of the Privacy Act 1988

12.2. Nothing prevents LS from taking any action necessary to recover unpaid fees and charges. At which time all costs including debt collection, commission, solicitors fees and any out of pocket expense will be the liability of the Subscriber.

12.3. If the Subscriber at anytime exceeds the companies payment terms and as a result is passed on for collection and or legal action LS may place a default against the Subscriber with a credit reporting agency.

13. Refund and Cancellation Policy

13.1. If the Subscriber wants to terminate their Service within the period of the term of the Service then the Subscriber must do the following:

13.1.a. Give one (1) month notice by telephone Monday - Friday (9am-5pm) AEST. The cancellation will be recorded and confirmed during the call.

13.1.b. The Subscriber acknowledges that a cancellation request will be processed within the 30 notice period any payment received during this period will not be refunded

13.1.c. A cooling off period of five (5) business days will apply to all Services where an Subscriber may cancel their booking.

13.2. If LS is the cause of any error or omission in the Subscriber material and the Subscriber suffers loss or damage as a result, LS's maximum liability to the Subscriber will be a refund of fees, the amount of the refund being calculated on a pro rata basis with reference to that period of the relevant term during which the error or omission was displayed as a proportion of the entire term for which fees and charges were paid by the Subscriber for services in relation to that Subscriber material.

13.3. We do not give refunds, however you can choose to cancel the service after the 5 day cooling off period subject to our cancellation policy

14. Definitions

Subscriber means any business or other organisation which has a Business Profile or Website associated with the LS Website in their region or any other LS Website owned by Local Smile

User means any person or entity accessing the LS website or website of any Subscriber

Service means a Business Profile, Website or Content Service provided by LS whether paid for or free

Content Service means any service provided by LS within the LS Website other than the Service

Website Terms of Use

Use of this site

Local Smile Pty Ltd (ABN ) (LS) is the owner and operator of the Site.

Users of the Site, including Subscribers and Members (Users or you) agree to be bound by these Terms and Conditions and any other notices and guidelines which appear on the Site (Terms & Conditions), which are subject to change at LS's sole discretion. Your use of and access to this Site indicates your acceptance of these Terms & Conditions, as they exist at that time.

The Site is made available for personal use only. You may not use the Site or the directory contained on the Site for any commercial purpose (other than for the adding to or correcting of information contained in the directory), in accordance with the Terms & Conditions, including to supply another service, or to obtain information which you either incorporate into your service or product or use to enhance your service or product or your business in any way such as creating potential customer lists. Any commercial use requires prior written approval from LS.

Content (Content) refers to all information, including but not limited to data, text, images and multimedia, that is displayed in a business listing on the Site or directory.

User's Obligation

Users will not:

use the Site for any purpose or in any way which is contrary to the Terms & Conditions or which is unlawful, including but not limited to breaching intellectual property rights, linking to a listing in the Directory any defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable material of any kind;

submit or otherwise link to the directory, whether for automatic upload or otherwise, or otherwise propagate material of any kind which contains computer worms, viruses or other types of malicious or harmful code;

damage, modify, interfere with disrupt or destroy the files, data, passwords, devices or resources that belong to LS or do anything that compromises the security and/or stability of the Site or the directory;

use the directory in connection with the transmission of junk mail, spam, chain letters or to engage in other flooding techniques or mass distribution of unsolicited email; or

send automated queries of any kind to the Site or the directory without LS's express written permission.

Subscriber Terms of Use

Subscribers agree:

to abide by the Terms & Conditions;

to provide accurate, current and complete information at all times;

to maintain the security of passwords and/or identification;

to be fully responsible for all Service use and for any actions that take place with regard to the Service, including accepting liability for all information, data, text, or other material whether publicly posted or privately transmitted to and from the Service;

not to impersonate or misrepresent their affiliation with a particular business listing and products and services they provide;

not to post or upload Content which contains hidden code or images which do not relate to or which alter the intended meaning of the original Content; and

that LS has the right to suspend or terminate a Subscriber's Service and refuse any and all current or future use of the site or directory. Where it is possible for LS to contact Subscribers directly, LS will notify the Subscriber of any suspension or termination and the reasons for it and the Subscriber has 5 days to provide a written response as to why the suspension or termination should be reversed. LS will give due and reasonable consideration to that response and provide a written response to the Subscriber within 10 days of receiving those reasons as to its decision.

Business Owner Terms of Use

In signing up as a Business Owner you:

agree that you are the registered business owner or authorised representative of the business being registered;

agree that your business, like all businesses displayed on the Site may receive ratings and reviews from Users;

acknowledge that, to the extent permitted by law, LS is not liable for any Content that causes you or your business any loss or damage;

acknowledge that LS reserves the right to include or exclude entry to, or remove a business from the Site and the directory; and

e. understand that LS at its sole discretion will determine the utilisation of all keywords, categories, Content and other material used to describe or categorise a business listing for all purposes relating to the Site and the directory.

Intellectual Property

Except where stated otherwise, all intellectual property in relation to Content on this Site belongs to LS or Subscribers or affiliates, including but not limited to logos and trade marks. You obtain no interest in that intellectual property. All Content on the site is protected by Australian and international copyright and other intellectual property laws. You may not do anything which interferes with or breaches those laws or the intellectual property rights in the Content.

You may download and view Content or print a copy of material on this site for personal, non-commercial use provided you do not modify the Content in any way (including any copyright notice). All rights not expressly granted under these terms of use are reserved by LS. Unless expressly stated otherwise, you are not permitted to copy, or republish anything you find on the Site without the copyright or trademark owners' permission.

Other, non-LS trademarks may be displayed on the Site from time to time. These may belong to third parties. Nothing displayed on the Site should be construed as granting any licence or right of use of any logo, trademark or masthead displayed on the Site, without the express written permission of the relevant owner.

Privacy

LS will collect, use and disclose any personal information in accordance with its Privacy Policy which can be viewed at www.localsmile.com.au. Users acknowledge LS's Privacy policy and consent to the collection, use and disclosure of personal information in accordance with that Privacy Policy.

Liability & Indemnity

LS does not exclude any rights and remedies in respect of goods or services under the Trade Practices Act 1974 (Cth) or equivalent State or Territory legislation which cannot be excluded, restricted or modified. However, LS excludes all rights, remedies, conditions and warranties in respect of goods or services from a User's use of the Site whether based in statute, common law or otherwise to the extent permitted by law. To the fullest extent possible, the following clauses apply.

LS does not warrant the accuracy of the Content and the directory on the Site, including but not limited to any maps displayed on the site and any third party sites or resources. All Content is provided to you "as is" and on an "as available" basis and on the condition that you undertake all responsibility for assessing the accuracy of the Content and rely on it at your own risk. Content represents the views of the writer only and not the views of LS. All Content on the Site may be changed and/or removed at LS' sole discretion and without notice.

LS will have no responsibility or liability in relation to any loss or damage that you incur, including damage to your software or hardware, arising from your use of or access to this Site, subject to clause 5.

LS does not warrant that functions contained in the Site Content, such as hyperlinks, will be uninterrupted or error free, that defects will be corrected or that LS or the server that makes it available, are free of viruses or bugs.

Liability of LS, for any breach of a term or condition implied by law is limited at LS's discretion, to the supply of any service again or the payment for the cost of having any service supplied again.

You indemnify LS and its affiliated companies, and each of their directors, officers, employees and agents against any action, claim, loss or expense which it incurs which arises from your use of the Site.

Third Party Content & Links

This Site may include third party content which is subject to that third party's terms and conditions of use. Nothing on this Site should be construed as granting any license or right for you to use that Content.

This Site may include links to third party sites which are not related to LS and in relation to which LS has no control or interest. The appearance of those links on this Site does not indicate any relationship between LS and that third party or any endorsement by LS of that third party, its site or the products or services which it is advertising on this Site.

Contributing Content

When you submit Content to LS in any format, including any text, photographs, graphics, video or audio, you grant LS and each of its related bodies corporate a non-exclusive, royalty-free, perpetual licence to publish or otherwise use that Content in any way, at any time.

LS reserves the right not to use the Content you submit.

You warrant that you have all of the necessary rights, including copyright, in the Content you contribute, that your Content is not defamatory and that it does not infringe any law.

You indemnify LS against any and all legal fees, damages and other expenses that may be incurred by LS as a result of a breach of the above warranty.

Unless otherwise stated, you waive any moral rights in your contribution for the purposes of its submission to and publication on the Site.

General

These Terms & Conditions shall be governed by and interpreted in accordance with the laws of New South Wales.

Any notice to be served to the Company under this agreement must be served personally by post, facsimile or email to the Company at:

Attention: Local Smile Customer Service Department
Locked Bag 200/143
Surry Hills 2010 NSW
Fax: (02) 9326 9601
Email: customerservice@localsmile.com.au