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Sensis Products Terms and Conditions (2009)

These Terms apply generally to all Products provided to You by Us. However, there are also specific clauses that apply to particular Products only. You must read these Terms carefully to understand the specific terms that apply to the Product provided to You.

You acknowledge that any Product You acquire from Us from time to time will be based on these Terms.

PART A. TERMS THAT APPLY TO ALL PRODUCTS


	Our commitment to privacy is set out in our “Privacy Collection Statement” document (available at www.about.sensis.com.au /legal/privacy.php or by calling 1800 736 747). You should read the Privacy Collection Statement document as it relates to Your consent to the collection, use and disclosure of personal information on the terms and for the purposes set out in the Privacy Collection Statement document.

1
1.1

About these Terms
Each Order Form accepted by Us constitutes a separate contract between You and Us for the Products covered by that Order Form.

1.2	In addition to terms implied by consumer protection laws that are unable to be excluded, each Contract incorporates the terms expressly set out in: (a) this document; (b) the Order Form; (c) Our advertising rules, product guidelines, listing rules, or other rules and policies which apply to Your Product as amended from time to time (available on request by calling 1800 810 211); and (d) any copy sheet, advertising instructions sheet or advertising proof.

1.3	If there is any inconsistency between any of the documents set out in clauses 1.2(a) to 1.2(d), the document listed earlier prevails to the extent of the inconsistency. If there is any inconsistency between the terms set out in the different parts of these Terms, the terms set out in Part B prevail to the extent of the inconsistency.

1.4	If Your Product is of a kind ordinarily acquired and has been acquired for personal, domestic or household use, clauses 3.10, 9.4 and 11 do not apply to You.

2	Term of Your Contract Each Contract commences on the day You sign the relevant Order Form and, unless You and We agree otherwise, will continue until the earlier of: (a) unless otherwise stated in these Terms or an Order Form, completion of that Contract; or (b) termination of that Contract in accordance with these Terms.

3	Format and Content of Your Product
3.1	*Things You must give us* If We request, You must give Us or Our nominee, any Content or information related to Your Product by the date and in the manner We specify.

3.2	If Your Contract relates to a Printed Product, but You do not provide Us with Content for Your Printed Product by the close of advertising for the Directory, we will use any Content You have already provided to Us and You must still pay Us the Price in full.

3.3	Our right to reject or remove Content We may at any time reject any Content or remove any Content from Your Product for any reason, including: (a) if provided for under Our advertising rules (or any other rules and policies which apply to Your Product) as prepared and amended by Us from time to time; (b) if we reasonably believe that the Content, or the use of it, is Prohibited Content, contravenes any law (including the Broadcasting Services Act 1992 (Cth)), infringes or is likely to infringe the rights of third parties or is inappropriate, unsuitable, offensive, obscene or indecent; (c) if We reasonably believe that the Content, or its use, will result in a breach of Your Contract or affect Us or an Associated Company unfavourably; or (d) in order to comply with requirements, standards or instructions given to Us or an Associated Company by any third party, including a regulatory body.
3.4	We may also at any time change, delete, withdraw or suspend Your Product or any Content if We reasonably believe You are or will be in breach of any provision contained in Your Contract, or if We are or become entitled to reject or remove Content under clause 3.3.

3.5	Presentation and classification We may determine, control or change Your Product, the Content, any Directory or any page, site or other means of displaying Your Product or Content, including: (a) the duration, nature, content and presentation (such as format, design, placement, order and position); and (b) classification, business categories, Keywords and search criteria.
3.6	We may insert a bridging page to any Hyperlinked Site.

3.7	You will keep Content up to date We are not responsible for keeping the Content up to date. You must keep the Content up to date or provide Us or Our nominee with information so that We may update the Content.

3.8	Retention of Content When Your Contract expires or is terminated or when a Product is cancelled, We may retain or delete any Content relating to the relevant Contract or Product.

3.9	Printed Product We regret that We cannot rectify errors or omissions in Your Printed Product after close of advertising for the Directory.

3.10	However, except in the situation described above in clause 3.2, if You promptly tell Us of an error or omission in Your Printed Product caused by Us, depending on its seriousness, We may at Our discretion refund all or part of the Price.

3.11	We do not represent or warrant that the Directory will be published or distributed in particular quantities on or by a certain date, nor that it will be continuously available for any period.

3.12	Third Party Tools If We provide any third party tool under or in connection with any Contract, You agree to abide by any terms imposed by the third party provider as notified to You by Us or them.

4	Payment
4.1	How and when We invoice You We will tell You how We invoice You for a particular Product. All payments must be in Australian dollars.

4.2	We may invoice You in various ways, depending on Your Product. We may invoice You the Price in full or by instalments. You may be invoiced on Your telephone account or We may send You a separate invoice.

4.3	Your obligation to pay us You must pay Us the Price (or, if applicable, each instalment of the Price) that applies to any Product by the due date specified on the invoice. This obligation survives expiry or termination (for whatever reason) of the applicable Contract or cancellation of any Product.

4.4	You also agree to pay Us the Price by the date set out on the invoice for any Product you have authorised on behalf of another person, if We have been unable to collect the Price from that other person.

4.5	Failure to pay us If You do not pay Us the Price or any other amounts You owe Us under a Contract by the due date, We may in Our absolute discretion: (a) charge You interest on the unpaid amount of the Price at the Applicable Rate from the date the amount became due until it is paid in full; (b) charge You any reasonable debt collection/legal costs incurred as a result of You failing to pay Us the Price or other amounts You owe to Us; and (c) cancel any or all of Your Product(s).

4.6	Dishonour fee In addition to any other amounts You must pay Us under a Contract, if any payment You have made to Us is declined or otherwise not received by Us because of insufficient funds in Your account, We may charge You a dishonour fee. The amount of that fee will be notified to You by Us from time to time.

4.7	Other fees The Price for some Products may include a Set Up Fee, a Monthly Fee and other Product-specific fees set out in Your Contract.

4.8	If the Price for Your Product includes: (a) a Set Up Fee, You will be charged that fee on the day You enter into the relevant Contract; and (b) a Monthly Fee, You will be first charged that fee from the date which We tell You that We have commenced to supply Your Product.

4.9	*Credit card payments* If You pay any amount to Us by credit card, We may charge You a payment processing fee on the day You make the relevant payment. This fee will be a percentage of the amount You pay by credit card and will vary according to the type of credit card used. Currently, the fee is 0.64% (inclusive of GST) of the payment amount if You use MasterCard, Visa or American Express to make the payment, and 1.8% (inclusive of GST) of the payment amount if You use Diners Club to make the payment. These percentages may vary from time to time. We will tell You if these percentages increase.

4.10	Direct debit terms Where You have requested a direct debit arrangement and a payment for Your Product falls due in accordance with a Contract, We will request a drawing of the amount owing from Your financial institution via the Bulk Electronic Clearance System (BECS). The result of any payment will be reflected against any account for Your Product within five business days.

4.11	We can change Prices at any time Subject to these Terms, We may change the Price at any time.

4.12	You consent to any increased prices or additional charges being included in any periodic direct debit authority granted to Us.

4.13	GST on payments Unless specifically stated otherwise, all amounts or fees in relation to the Products do not include any amount on account of GST.

4.14	Where We make a taxable supply to You and the consideration for that supply does not expressly include GST, You must also pay Us an amount equal to the GST payable by Us. Subject to first receiving a tax invoice from Us, You must pay the GST amount when You are liable to provide Us with consideration.

4.15	If either You or We must indemnify or reimburse each other ("payee") for any loss or expense incurred by the payee, the required payment does not include any amount which the payee (or an entity that is in the same GST group as the payee) is entitled to claim as an input tax credit, but will be increased under clause 4.14 if the payment is consideration for a taxable supply.

4.16	In these Terms: (a) Terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act, unless the context makes it clear that a different meaning is intended; and (b) Consideration includes non-monetary consideration, for which the parties must agree on a market value, acting reasonably.

5 5.1	Changes to the Terms or any Product We may vary these Terms, any Contract or any Product at any time.

5.2	Subject to clauses 5.3 and 5.4 below, if We vary these Terms or any Contract and We reasonably consider that the variation is likely to have a negative impact on You, We will give You 30 days prior written notice of the variation. We will not give you prior notice of changes that We reasonably consider are likely to benefit You or have a neutral impact on You.

5.3	Subject to clause 5.4, if We vary these Terms or any Contract and change any Product or Price and the variation or change has a major negative impact on You (such as where the Price increases by more than CPI plus 4%), We will give You sufficient written prior notice to enable You to cancel the affected Contract or Product without penalty.

5.4	We may need to exercise these rights on an urgent basis, for example, if there is a change in law or because of security, fraud, technical and related issues. In such circumstances, We will endeavour to give You 3 days prior written notice of the change.

6 6.1	Termination of a Contract or Product You may terminate a Contract or cancel a Product at any time by 30 days’ written notice to Us or as specified in a cancellation policy set out in clause 7.

6.2	We may terminate a Contract or suspend or cancel Your Product at any time: (a) by 30 days’ written notice to You without cause (when We will refund the Price on a pro-rata basis); or (b) immediately if You breach the terms of the Contract; or (c) immediately if You become Insolvent; (d) immediately if We become unable to perform the Contract due to a force majeure event affecting either Us or Our nominees; or (e) immediately but with as much warning as We reasonably can, if: (i) the law requires us to do so; (ii) We believe on reasonable grounds that providing You with the Product is illegal or may become illegal; (iii) We reasonably believe that there is a real risk of loss or damage to Us or another if We do not suspend or cancel Your Product (including credit risk resulting from You not paying any fees owed to Us on time); or (iv) a third party directs us to do so.
6.3	Where there is a right under these Terms to terminate, We and You acknowledge that a Contract may be terminated in whole or in part.

6.4	After termination of a Contract: (a) We will have no obligation to refund any component of the Price which has already been paid prior to notice of the termination (other than as set out in these Terms); (b) You will not be required to pay further components of the Price to Us, other than payments which were due before termination and any cancellation fee as set out in Part E of these Terms; and (c) We may remove Your advertising from each Product.


7	Cancellation policy The cancellation policy for each Product is set out in Part D of these Terms and any cancellation fee is set out in Part E of these Terms. These cancellation fees are a genuine pre-estimate of the amount of Our loss due to termination or cancellation.

8	Intellectual Property
8.1	You agree that, except for any trademarks, designs, logos, graphics or illustrations that are Your property or the property of the person who authorised You to use them, copyright in the Content, belongs to Us or to an Associated Company. You hereby assign to Us all copyright in the Content. You may not reproduce or permit the Content to be reproduced without Our prior consent.

8.2	You grant Us and Our Associated Companies a royalty free licence to use, reproduce, modify, adapt and sub-license the Content (to the extent that it is not owned by Us or Our Associated Companies under clause 8.1) for the purposes of providing Your Product and including Your Content in any other directory, product, service or marketing material provided or used by Us, by Our Associated Companies or by a third party to which We syndicate Your Product or Content.

8.3	It is Your responsibility to procure any necessary moral rights consent from authors of work You submit as part of the Content.

9 9.1	Our warranties and limitation of liability Except for the express warranties set out in these Terms and the warranties implied by law which cannot be excluded, We provide no warranties to You (including in relation to Our provision of a Product to You, the performance of the Product or Your return on investment in relation to the Product).

9.2	Neither We nor Our Associated Companies warrant that the Product or any Content will be free from errors or omissions.

9.3	If We breach any conditions or warranties in a Contract or implied by law which cannot be excluded but which can be limited, then We and Our Associated Companies limit Our liability (where it is fair and reasonable to do so) to either of the following (at Our option): (a) supply of the Product again, free of charge to You; or (b) paying You the cost of having the Product supplied again.

9.4	You agree that, apart from Your rights under clauses 9.1 and 9.3 neither We, Our Associated Companies, Third Party Website Owners nor any of Our or their Representatives, will be liable for any loss, damage, claim or demand incurred or made by any person (whether based in tort (including negligence), contract, statute or otherwise) arising out of or in connection with a Contract, including from provision of the Product, or failure to provide the Product, or from exercising any of Our rights in relation to Content.

9.5	Without limiting clause 9.4: (a) We have no liability for any failure or delay in performing an obligation under a Contract due to matters outside Our reasonable control or to the extent it is caused by You or results from Your failure to take reasonable steps to avoid or minimise Your loss; (b) You acknowledge that Content that is published on or via the Internet or is otherwise published electronically, including Content relating to Online Products or Sensis SEM Products, may be published by Us or Our syndication partners together with third party content, including user feedback and reviews, and agree that We are not responsible for that third party content; and (c) if We provide any of Your Content to a third party syndication partner, We are not liable for any loss, damage, claim or demand arising in respect of any changes made to that Content by or on behalf of the third party syndication partner.

10 10.1	Your warranties You warrant to Us and Our Associated Companies that: (a) You have the right to enter into each Contract and are the owner of, or are legally authorised to use, the Content and to advertise the Advertised Products; (b) You will not purport to enter any Contract as an agent without authority from the principal; (c) all information You provide for the purposes of a Contract is accurate, complete and current; (d) You will not breach any Contract or any of Our privacy policies; (e) nothing in Your Content or Advertised Products: (i) contravenes any law or statute (including the Broadcasting Services Act 1992 (Cth)); (ii) infringes the rights (including intellectual property rights and moral rights) of third parties; (iii) breaches Your obligations to any third party, including confidentiality and privacy obligations; or (iv) constitutes or may result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (f) if You are required by law to restrict access to the Advertised Products or any part of Your Content to persons with particular characteristics, You have taken all steps necessary to ensure that You comply with those requirements; (g) nothing in Your Content: (i) breaches any of Your Contracts; (ii) fails to meet the requirements set out in any applicable advertising rules, product guidelines, listing rules or other applicable rules or policies; (iii) is Prohibited Content; (iv) is inappropriate, offensive, obscene, indecent, defamatory, discriminatory, or misleading or deceptive or likely to be misleading or deceptive; (v) falsely represents (whether expressly or impliedly) that any of Your Content or Advertised Products are endorsed, sponsored, approved or associated with Us or Our Associated Companies; or (vi) identifies a person or can be used to identify a person (including any copy, photos or other pictorial representations) unless You have obtained that person’s authority (or, if they are a minor, the consent of their parent or legal guardian); (h) You will not engage in spamming or similar marketing activities in relation to any Product; (i) Your Content is free of “worms”, “viruses” and other disabling devices; and (j) You have all necessary rights to advertise, sell, distribute and/or communicate the Advertised Products to the public.

10.2	Your warranties under clause 10.1 are given on an ongoing basis during the period of any Contract You have with Us.

11	Your indemnity in favour of Us You agree to indemnify Us, Our Associated Companies and Third Party Website Owners and both Our and their Representatives against all claims, demands, damages, costs, penalties, suits and liabilities of any nature caused directly or indirectly by Your: (a) act or omission or any breach by You of any provision of a Contract including the warranties given by You under clause 10.1 or Part B; and (b) appointment of Us as Your agent for any purpose.

12 12.1	Confidentiality All information of a confidential nature disclosed by Us to You under a Contract is and will remain confidential and must not be disclosed by You (or by Your employees, officers, advisers or contractors) to any third party, except for the purposes of the Contract. This does not apply to the extent that any such information: (a) is already known by You, or is in Your possession; (b) has been lawfully obtained by You from another source; (c) is or becomes publicly known through no wrongful act by You; or (d) must be disclosed pursuant to any obligation You have at law.

13 13.1	Privacy Our commitment to privacy is set out in Our Collection Statement (available at www.about.sensis.com.au/legal/privacy.php or by calling 1800 736 747). You acknowledge that You have read and understood the Collection Statement and consent to the collection, use and disclosure of Personal Information on the terms and for the purposes set out in the Collection Statement.

13.2	Except for tracking tools in relation to performance based advertising Products authorised by Us, Your Content must not include any mechanism that enables the collection of Personal Information.

13.3	You acknowledge that We may use Your Content in a Whereis® Product, to allow users to search for Your address or name using only Your phone number or address (as the case may be). If you do not wish Your Content to be used for these purposes, you can opt-out by calling 1800 736 747.

14 14.1	Other important terms We may assign or novate Our rights and obligations under a Contract without Your consent. You may not assign or novate Your rights and obligations under a Contract.

14.2	Each Contract will be governed by the laws in force in the State in which it is entered into.

14.3	Where Your Product is a listing in the Yellow™ Directory, We enter into the Contract in our own right. Where Your Product is a Citysearch® Product, We enter into the Contract as agent of CSA. In all other instances, We enter into the Contract as agent of Telstra.

14.4	You acknowledge that Telstra is entitled to the benefit of the warranties, promises, releases and undertakings given by You and may enforce them directly against You. Telstra is not responsible for Our obligations.

14.5	We may use any third parties We consider fit to provide any part or all of Your Product, without informing You or obtaining Your consent.

14.6	Each Contract constitutes the entire agreement between You and Us, and supersedes all other agreements, whether written or oral, between You and Us relating to its subject matter.

14.7	Failure by either You or Us to enforce any provision of a Contract is not a waiver of future enforcement of that or any other provision.

14.8	You must ensure that Your agents, employees or anyone else acting on Your behalf comply with Your Contract.

14.9	If You are acting as an advertising agency or agent: (a) You must ensure Your Contracts are complied with by the advertisers or principals you represent; and (b) You remain directly liable for any breach of Your Contracts, whether by You or by any of Your advertisers or principals.

14.10	If any of the terms of a Contract are invalid, unenforceable or illegal, that term will be struck out and the remaining terms will remain in force.

PART B. PRODUCT SPECIFIC TERMS


15	White Pages® Printed Product specific terms If Your Product is a Printed Product in the White Pages® print directory, Your Contract will automatically be rolled over and Your Contract published in each edition of the White Pages® print directory at the then current Price unless You tell Us before the close of advertising for the next directory that You are amending Your Content or terminating Your Contract.

16 16.1	Metered Ad Program specific terms To the extent that an Order Form incorporates a Product from the Metered Ad Program, that Order Form is not accepted by Us unless and until You have received separate written confirmation of Your acceptance into the Metered Ad Program from an authorised representative of Our Metered Ad Program team. Your participation in the Metered Ad Program is at Our absolute discretion.

16.2	We will be the legal lessee of all Metered Ad Numbers.

16.3	Your Metered Ad Numbers will be monitored during the monitoring period described in the Metered Ad product guidelines. However, We may shorten this period in Our sole discretion. When the monitoring period expires, We may disconnect Your Metered Ad Numbers.

16.4	We will not transfer a Metered Ad Number from one person to another. However, We may use any Metered Ad Number in any manner, including by reallocating it to another person for their use in another Metered Ad.

16.5	So that We can prepare any reports We must give You under the Metered Ad Program, You authorise Us to obtain from Telstra, and You authorise Telstra to provide to Us, all and any data relating to calls to Your Metered Ad Numbers, including but not limited to: (a) data relating to details of the originating call to the Metered Ad Number (where this is otherwise permitted by law); and (b) data relating to calls diverted from Your Metered Ad Number to Your normal business number, including where Your business number is provided by a carrier other than Telstra.

16.6	The reports We give to You under the Metered Ad Program, and the data they contain, remain Our property. We may use the reports and the data for promotion, marketing, advertising or any other purpose whatsoever, and so may Our Associated Companies. For the avoidance of doubt, this includes identifying You and Your Metered Ads. We grant You a licence to use the reports for the purpose of analysing calls made to Your Metered Ad Numbers.

16.7	The Metered Ad product guidelines will describe where Your Metered Ad Numbers will be published. You must not publish a Metered Ad Number anywhere else. If You do, such publication will constitute a breach incapable of remedy for the purposes of clause 6.2(b).

16.8	You authorise Us, at Our discretion: (a) to delete existing telephone numbers (including landline, mobile and voice over internet protocol numbers) in Your advertisements; and (b) to insert Your Metered Ad Numbers within those advertisements.

16.9	For the avoidance of doubt, if We terminate, suspend or cancel a Contract relating to a Metered Ad Program, We may also withdraw or arrange the withdrawal of all Metered Ad Numbers that have been allocated to You in connection with that Contract.

17 17.1	Need Help in a Hurry™ specific terms If the product guidelines indicate that the telephone number for Your Need Help in a Hurry™ Product is a Metered Ad Number, clause 16 will apply as if each reference in that clause to a Metered Ad Number is a reference to Your Need Help in a Hurry™ number.

17.2	We may periodically test Your use of the Need Help in a Hurry™ Product, to ensure it meets, to Our satisfaction, any requirements in the product guidelines or that We determine from time to time to be relevant. This may include tests to ensure the service You advertise using the Product meets any heading criteria described in the product guidelines.

17.3	In addition to our rights to terminate under clause 6, We may immediately terminate any Contract governing the Need Help in a Hurry™ Product if We reasonably consider that it is not commercially viable for Us to provide that Product. If We terminate a Contract in accordance with this clause, You will not be required to pay Us the relevant Price.

18 18.1	Voice Product specific terms If Your Product is a Voice Product, at the end of Your Contract term Your Contract will automatically extend for a further term of twelve months on the terms applicable at that time, unless either party notifies the other (at least 30 days before the end of the Contract) that it does not wish the Contract to automatically extend.

18.2	The Price for Your Voice Product may also include an Administration Fee. You will be charged the Administration Fee each time Your Contract is extended in accordance with clause 18.1, on the day that Your Contract is extended for a further term.

19 19.1	Performance based advertising Products We are not liable for any fraudulent Activity.

19.2	If the Price for Your Product is based on a per Activity model, You agree to accept any Activity reports provided by Us as the basis on which the Price will be calculated.

19.3	You will be charged for Activities as set out in Your Order Form.

19.4	We do not guarantee that Activities will be achieved at an approximately even rate, or within any specific period of time.

20 20.1	Sensis SEM Products This clause applies to You if Your Product is a Sensis SEM Product.

20.2	If You have a Hyperlinked Site which is a Sensis Webpage, You agree that: (a) all intellectual property rights in the design, functionality and ‘look and feel’ of Your Sensis Webpage (except to the extent that Your Sensis Webpage contains Your business names, trade marks or other pre-existing intellectual property) are owned and will be retained by Us or an Associated Company; (b) Our rights (and any rights of an Associated Company) under paragraph 20.2(a) are in addition to Our intellectual property rights in respect of the Content of Your Sensis Webpage, as set out in clauses 8.1 and 8.2; (c) You give Us and Our Associated Companies a perpetual, royalty-free licence to use Your business names, trade marks and all other words and symbols displayed on Your Sensis Webpage in any domain name that We create for Your Sensis Webpage; and (d) You agree that We or an Associated Company will own any domain name registration that We create, or which that Associated Company creates, for Your Sensis Webpage, whether or not the URL for the domain name includes any of Your business names or trade marks.

20.3	We may make public or disclose to third parties Your Listings and the amounts You bid for them. We may change bid amounts in our sole discretion.

20.4	You agree that clause 19 applies to You if Your Product features the provision of Clicks or other Activities.

21 21.1	BidSmart® Product This clause applies to You if You have purchased a BidSmart® Product from Us as an approved advertising agency.

21.2	Unless You have indicated in the relevant part of the Order Form that You do not wish Us to do so, We may extend the term of Your Contract, without consulting You, until the total campaign spend that You have nominated on the Order Form has been expended.

22 22.1	Bundled Activity Products This clause applies to You if You have a Bundled Activity Product.

22.2	You authorise Us to place and manage Your Selected Keywords and Listings with the Third Party Search Engine Owners.

22.3	You agree that for the purchase of Selected Keywords from and distribution of Your Listings to Third Party Search Engine Owners, the Third Party Terms apply to You as if You were the other party entering into the relevant agreement with the Third Party Search Engine Owner.

22.4	You agree to be bound by the Third Party Terms. You warrant that nothing in Your Content or Advertised Products breaches Your obligations under the Third Party Terms.

22.5	You acknowledge that nothing in these Terms or any Contract gives You any right to enforce or rely upon the Third Party Terms.

22.6	You must ensure You do not do or fail to do anything which is a breach of the Third Party Terms or which causes Us or any Associated Company to breach the Third Party Terms.

22.7	We do not represent or commit that We will be able to purchase Your Selected Keywords or distribute Your Listings on any Third Party Website. The purchase of Keywords and the distribution of Listings are subject to Our orders being accepted by the Third Party Search Engine Owners.

PART C. INTERPRETATION

23	Interpretation Activity means a Click, transmission of an SMS, or any other activity that We introduce from time to time as an Activity.


	Advertised Products means the business, products, goods or services advertised or otherwise referred to in any of Your Content.

	Administration Fee means a component of the Price for a Voice Product, payable when an existing Contract is automatically extended for a further term, which is non-refundable.

	Applicable Rate means the Reserve Bank’s Official Cash Rate (as published in the Australian Financial Review at the time the Price became due) plus 5%.

	Associated Company means a “Related Body Corporate” as defined in the Corporations Act 2001 (Cth).

	Awareness Product means a Product that provides a paid Directory advertisement which is non-standard and includes back, front or inside cover, spine, tab divider, banner, billboard and badge advertisements, government theme pages and sponsored pages or any other Products We deem to be Awareness Products from time to time.

	BidSmart® Product means the BidSmart® Full-Service product or any other BidSmart® Product as defined in the product guidelines for Sensis SEM Products.

	Bundled Activity Product means ClickManager™ and any other Product that We introduce from time to time as a Bundled Activity Product.

	Citysearch® Product means a Product providing one or more forms of electronic display, advertising and communication for publication on www.citysearch.com.au, identified in the Order Form.

	Click means when a person actively selects a Listing in the Search Results or any other location where the Listing is published and “clicks” on it.

	ClickManager™ Product means the Product described as such in the product guidelines for Sensis SEM Products.

	Content means any information (including Personal Information), advertisement, business name, trade name, trade mark, design, logo, photograph, illustration, graphic, artwork, text or other material which You provide, or which We provide on Your behalf, under or in connection with a Contract or Product, including: (a) Your Selected Keywords; (b) Your Listings; (c) Your Hyperlinked Sites; and (d) the URLs of Your Hyperlinked Sites.

	Contract means a contract between You and Us for the supply of a Product, as contemplated by clause 1.

	CSA means CitySearch Australia Pty Ltd (ABN 48 076 673 857).

	Directory means the Yellow™ print directory, the White Pages® print directory or the Yellow™ In The Car directory in which Content relating to Your Printed Product is published or any other Product that We introduce from time to time as a Directory.

	Google means Google Inc. and its related entities.

	Hyperlinked Site means an Internet site accessed by a hyperlink from Content included in Your Online Product or Sensis SEM Product, and includes a Sensis Webpage.

	Insolvent means: (a) You are unable to pay Your debts as they fall due, You make or commence negotiations with a view to making a general rescheduling of Your indebtedness, a general assignment, scheme of arrangement or composition with Your creditors; (b) You take any corporate action, or any steps are taken or legal proceedings are started for: (i) Your winding up dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent; or (ii) the appointment of a controller, receiver, administrator, official manager, trustee, or other similar officer, of You or of any of Your revenue or assets; or (c) You seek or are granted protection from Your creditors under any applicable legislation.

	Keyword means a word that, when present on a website or entered on a website by a person, causes a Listing to be displayed to the person.

	Law means all laws, regulations and applicable industry codes of practice and standards.

	Listing means a featured listing of Your Hyperlinked Site (typically in the form of an advertisement comprising a title, a description of Your Advertised Products, and a hyperlink to Your Hyperlinked Site) that appears in a list of Search Results or is displayed when a person views a webpage containing relevant Selected Keywords.

	Metered Ad Number means a telephone number that We allocate to You under a Metered Ad Program.

	Metered Ad Program means a Product for measuring the frequency of telephone calls made in response to an advertisement in Sensis products.

	Monthly Fee means a component of the Price for a Product payable on a monthly basis during the term of the relevant Contract.

	Need Help in a Hurry™ means a Printed Product under which an advertisement is placed in the “Need Help in a Hurry™” section of the Yellow™ print directory, and a Need Help in a Hurry™ number is allocated by Us to the person acquiring the Product.

	Offer Products mean Yellow™ Offers and Yellow™ Featured Offers and any other Product We may introduce from time to time as an Offer Product.

	Online Product means a Product that We designate as an Online Product. Typically, an Online Product will include the publication of an advertisement or other Content, electronically or on the Internet, as part of a directory. Online Products include any Citysearch® Product, White Pages® Online Product, Yellow™ Online Solution, Yellow™ Online Business Basics, Yellow™ Online Sponsorship Badge, Yellow™ Online Association Listing or Trading Post® Online Product but exclude Premium Online Products, Sensis SEM Products, Yellow™ Mobile Products, Yellow™ Online Display Plus Products, Yellow™ Online Space Plus Products, Yellow™ Email Bundles, and Yellow™ Web Bundles.

	Order Form means the document setting out Your order and the details of Your Product (whether provided in printed or electronic format), and if You are an advertising agency includes any insertion order that You place with Us.

	Personal Information means “Personal Information” as defined in the Privacy Act 1988 (Cth).

	Premium Online Product means Yellow™ Online Platinum Product, Yellow™ Online Related Business Badges, Home at Yellow™ Category Sponsor, Home at Yellow™ Promotional Catalogue, Home at Yellow™ Featured Items and any other product that We introduce from time to time as a Premium Online Product.

	Price means the price or charges payable by You for Your Product, as notified to You by Us from time to time.

	Printed Product means a Product providing for a paid entry or advertisement to be published in a Directory, as set out in the Order Form and, where applicable, includes Awareness Products, Need Help in a Hurry™, the online component of Yellow™ Online Display Plus Products, Yellow™ Online Space Plus Products, Yellow™ Email Bundles and Yellow™ Web Bundles and any other Product that We introduce from time to time as a Printed Product.

	Product means any product that We offer for sale from time to time, and includes any Printed Product, Voice Product, Online Product, Offer Product, Whereis® Products, Sensis SEM Product, Trading Post® Product, Yellow™ Mobile Product or SMS Advertising.

	Prohibited Content means “prohibited content” or “potential prohibited content” under the Broadcasting Services Act 1992 (Cth).

	Representative includes officers, employees or agents.

	Search Results means the set of information (including Listings, Yellow Pages®, White Pages®, Citysearch® and indexed web results) displayed to a person using the search or query field of a website, including any such search results delivered via a mobile device.

	Selected Keywords means: (a) all Keywords that You have selected; and (b) all Keywords that We map to Your Listings, based on the Keywords You have selected, the Listings themselves, or Your Hyperlinked Sites.

	Sensis SEM Product means any Product that We designate as a Sensis SEM Product or Sensis Search Engine Marketing Product from time to time, and includes all BidSmart® Products and Bundled Activity Products.

	Sensis Webpage means a dedicated webpage hosted by Us or an Associated Company, displaying an advertisement for, and other information relating to, Your business.

	Set Up Fee means a component of the Price which is a once-off non-refundable fee.

	SMS Advertising means information relating to Your business that We include in the SMS we send to customers who use Our Voice Products (where applicable), in accordance with the Order Form and product guidelines.

	Telstra means Telstra Corporation Limited (ABN 33 051 775 556).

	Terms means the terms set out in Part A to Part E of this document.

	Third Party Terms means, collectively: (a) the terms of Google set out on the webpage https://adwords.google.com/select/tsandcsfinder (or such other webpage determined by Google from time to time); (b) the terms of Yahoo! set out on the webpage http://searchmarketing.yahoo.com/en_AU/legal/piterms.php (or such other webpage determined by Yahoo! from time to time); (c) the terms of other Third Party Search Engine Owners, to the extent they apply to any of Your Content; and (d) all policies, rules and guidelines referred to in the above terms.

	Third Party Website means a website which is not maintained or controlled by Us or Our Associated Companies, and includes, in relation to a Sensis SEM Product, such websites on which, under Our authority or that of a Third Party Search Engine Owner, Search Results or Listings are made available.

	Third Party Search Engine Owner means Google, Yahoo! and any other Third Party Website Owner who We nominate as a Third Party Search Engine Owner.

	Third Party Website Owner means the owner of a Third Party Website, and in the case of a Bundled Activity Product includes a Third Party Search Engine Owner.

	Voice Product means a Product which is provided by means of a voice-based service as set out in the Order Form.

	We, Us, Our refers to Sensis Pty Ltd (ABN 30 007 423 912).

	Whereis® Product means any electronic mapping or navigation Product that includes Our mapping data.

	White Pages® Online Product means a Product under which a paid advertisement or other Content is published electronically on the White Pages® internet site.

	Yahoo! means Overture Search Services (Ireland) Ltd trading as Yahoo! Search Marketing, and its related entities.

	Yellow™ Mobile Product means a Product under which a paid advertisement or other Content is published to a mobile application accessible via compatible mobile devices and includes Yellow™ Mobile Platinum, Yellow™ Mobile Priority.

	You, Your refers to the customer named on the front of the Order Form and includes any principal on whose behalf the customer acts.

PART D. CANCELLATION POLICY FOR PRODUCTS


24 24.1	Cancellation of all Products Subject to clauses 25 and 26, We or You may terminate a Contract or cancel a Product before close of advertising for the relevant Directory. If a Contract is terminated or a Product is cancelled, We may require You to pay a cancellation fee specified for particular Products in Part E of these Terms (together with any GST on this cancellation fee recoverable from You under clause 4.14).

25 25.1	Cancellation of a Printed Product If Your Product is an Awareness Product, You may not terminate Your Contract or cancel Your Awareness Product less than two months before the close of advertising for the relevant Directory.

25.2	If Your Product is any other Printed Product, You may not terminate Your Contract or cancel the publication of a Printed Product after close of advertising for that Directory.

25.3	You may request that Your Yellow™ Online Display Plus, Yellow™ Online Space Plus, Yellow™ Email Bundle or Yellow™ Web Bundle advertisement be removed from the Yellow™ Online site at any time. However, if the removal from the Yellow™ Online site is after the close of advertising for the print Directory in which the relevant advertisement appears: (a) We will not refund any component of the Price paid for the Yellow™ Online Display Plus, Yellow™ Online Space Plus, Yellow™ Email Bundle or Yellow™ Web Bundle advertisement paid prior to the removal; and (b) You must pay Us any outstanding component of the Price (if any) applicable to the Yellow™ Online Display Plus, Yellow™ Online Space Plus, Yellow™ Email Bundle or Yellow™ Web Bundle up to the date of removal.

26 26.1	Cancellation of a Sensis SEM Product You may: (a) cancel a particular Sensis SEM Product; or (b) terminate a Contract relating to one or more Sensis SEM Products, by giving us at least 30 days prior written notice.

26.2	If You have a Contract for a Bundled Activity Product, under which You have purchased or must purchase, as a minimum commitment, a certain number of packs, packages or similar instalments of the Product, You may not terminate the Contract before your minimum commitment has expired. You may terminate the Contract with effect from the expiry of Your minimum commitment (or subsequently) by following the procedure set out in the product guidelines.

26.3	You will not be entitled to a refund for any cancellation or termination under any Contract for a Sensis SEM Product, except to the extent (if any) set out in relevant product guidelines. If We (in Our sole discretion) decide to make a refund to You due to a fault in the provision of Your Sensis SEM Product (as identified by Us), We may make that refund by providing You with Clicks or other Activities to the value of the amount refundable.

PART E. AMOUNTS YOU MUST PAY US ON CANCELLATION OF A PRODUCT

Product	Cancellation fee
*Printed Products*	Up to 7.5% of the GST-exclusive Price to cover Our administration costs; and any GST-exclusive costs of production We incur (such as artwork and bromides).
*Online Products including White Pages® Online Products (other than Premium Online Products, Offer Products & Yellow™ Online Association Listings)* *Voice Products*	If the Product is cancelled before it is made available to the public, 10% of the GST-exclusive Price of the Product. If the Product is cancelled after it is made available to the public, and the Product is not a 1 or 3 month campaign, the difference between: the sum of the Set Up Fee (if applicable), Administration Fee (if applicable) and the Monthly Fee for the relevant component(s) of the Product for 6 months; and the total amount of the Set Up Fee (if applicable), Administration Fee (if applicable) and Monthly Fee for the relevant component(s) of the Product paid by You before the date of cancellation or termination. If the Product is cancelled after it is made available to the public, and the Product is a 1 or 3 month campaign, then the entire amount of the GST-inclusive Price of the Product less the amount paid by You for the Product before the date of cancellation or termination.
*Premium Online Products* *Yellow™ Mobile Product* *Offer Products*	If the Product is cancelled before it is made available to the public, 10% of the GST-exclusive Price of the Product. If the Product is greater than a 90 day campaign: If cancelled before 90 days has elapsed and after it is made available to the public, the GST-inclusive charges that would have been payable for 90 days less the amount paid by You for the Product before the date of cancellation or termination. If cancelled after 90 days, no cancellation fee is payable. If the Product is a 90 days or less campaign or an Offer Product: If the Product is cancelled after it is made available to the public, the GST-inclusive charges that would have been payable for the 90 days, less the amount paid by You for the Product before the date of cancellation or termination.
*Sensis SEM Products*	If You are a BidSmart® full-service advertiser, the cancellation fee is calculated by projecting Your actual campaign spend amount as at the cancellation or termination date over the remaining period of Your campaign (for instance, if Your actual campaign spend is $500 per month and You terminate the Contract with effect from two months into a six month campaign, the cancellation fee will be $2,000: being $500 x 4).


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