Hills District Mums – Business Listing Terms and Conditions
Welcome to the Hills District Mums Local Business Guide.
In these Business Listing Terms and Conditions:
Intellectual Property Rights means copyright (including future copyright), and all other intellectual property rights anywhere in the world, including, but not limited to, trade marks, logos, domain names, patents, designs, trade secrets, eligible layout rights, Moral Rights, processes, inventions, specifications, databases, confidential information, know how, research data, discoveries and similar rights and any other intangible proprietary rights whether registered or unregistered, together with all improvements to, and applications for, the protection of those rights;
Listing means your business listing on our Site;
Moral Rights means moral rights under the Copyright Act 1968 (Cth) or any other analogous rights, that exist, or that may come to exist, anywhere in the world;
We, us, our or HDM means The Little Giraffe Co Pty Ltd (ABN 67 602 994 490);
Site means hillsdistrictmums.com.au; and
You, your or yourself means the individual or entity entering into these Terms and Conditions for the Listing;
1. Agreement
1.1 You agree that by applying for a Listing on the Site, you are offering to contract with us for the Listing. You acknowledge that we may decline your application for a Listing without providing you a reason. If we accept your application for a Listing, then your Listing is provided on the following terms and conditions. If you do not agree to these terms, you may not list your business on the Site.
1.2 Your agreement with us consists of the following:
(a) these Terms & Conditions, including any attachments;
(b) the Listing;
(c) the Listing application form on the Site;
(d) policies on the Site, including but not limited to the Privacy Policy and Website
(e) any advertising rules and/or guidelines which apply to your Listing as notified by Terms of Use as updated from time to time; and us from time to time.
2. Contract period
2.1 This Agreement commences on the date the Listing is approved by us.
2.2 The Contract will continue for the period set out in the Listing application form or as
otherwise agreed in writing between you and us unless terminated earlier pursuant to this
Agreement.
3. Contract amendment
3.1. We may, in our absolute discretion, vary the Agreement at any time without notice. The
changes will be effective when they are posted on the Site.
3.3. You should check these Terms and Conditions and our policies from time to time so you
are aware of any changes to the Agreement. Your continued use of the Website after any
amendments indicates you have accepted the changes to the Agreement.
4. Listing content
4.1. You are responsible for all content provided in your Listing.
4.2. We will, in our absolute discretion, determine the keywords, categories and other material
used to describe or categorise your Listing.
4.3. We may amend, edit, remove, revise or refuse to publish any Listing. We reserve the right to
include or exclude entry to, or remove a business from, the Site at any time, for any reason
whatsoever, in our absolute discretion, and without any liability to you.
4.4 You must not add any content to a Listing:
(a) unless you hold all necessary rights, licences and consents to do so;
(b) that infringes the Intellectual Property Rights of any person;
(b) that would cause you or us to breach any law, regulation or similar legal
obligation;
(c) that is, or could reasonably be considered to be, obscene, offensive, defamatory,
threatening, abusing, discriminatory, pornographic, indecent, inappropriate, inflammatory,
or in breach of privacy or confidence;
(d) that contains any virus or other computer code, file or program that is designed to
interrupt or destroy the functionality of the Site; or
(e) that would bring us or the Site into disrepute.
4.4 We take no responsibility for the content of any Listing.
5. Termination
5.1 We may terminate this Agreement with immediate effect by notice to you if:
(a) you fail to make any payment to us when due;
(b) any third party alleges that the content of your Listing infringes their Intellectual
(c) your access to any online forums administered by us, including but not limited to
(d) you breach a material term of this Agreement and:
(e) you or, in the case of a company, any director of officer, is convicted of a serious
Property Rights;
the Hills District Mums Facebook group, is withdrawn;
(i) the breach is not capable of remedy; or
(ii) the breach is capable of remedy and has not been remedied within 5
days of receipt of a notice from us requiring you to do so;
criminal offence;
(f) you are fraudulent in connection with this Agreement; or
(g) you:
(i) are declared bankrupt, become insolvent or cease to carry on business;
(ii) have a receiver or manager appointed over any of your assets and
property;
(iii) have a liquidator appointed;
(iv) pass a resolution for winding-up;
(v) are placed under any form of insolvency administration; or
(vi) enter into any composition or arrangement with your creditors.
5.2 Either party may terminate this Agreement without any reason by providing at least 7
days notice.
5.3 On termination of this Agreement:
(a) by us pursuant to clause 5.2, we will provide a pro-rata refund of any Listing
(b) by you pursuant to clause 5.2 or by us pursuant to clause 5.1, no refund will be
(c) your Listing will be removed from the Site.
6. Intellectual property
6.1 Nothing in this Agreement affects or transfers ownership of our Intellectual Property
Rights to you.
6.2 We own and retain all proprietary rights in the Site, any services we provide through the
Site and associated sites, and all associated Intellectual Property Rights, excluding the
content of your Listing.
Fees already paid;
provided to you; and
7. Indemnity
You indemnify and hold us (including our directors, officers and employees) harmless in
respect of any loss, damage, claim, proceeding and cost (including all legal costs on an
indemnity basis) suffered in connection with:
(a) any breach of law, regulation, code or guideline arising out of breach of this
(b) any negligent or fraudulent act or omission by you or your personnel or
(c) any claim by any third party arising out of or in connection with this Agreement;
(d) any claim by any third party that the content of your Listing infringes the
Agreement;
contractors;
and
Intellectual Property Rights, Moral Rights or any other rights of any person.
8. Liability
8.1 To the maximum extent permitted by law, we exclude all liability under or in connection
with this Agreement or the supply of the services except to the extent that you suffer
direct loss or damage as a result of our negligent acts or omissions in connection with
this Agreement.
8.2 To the maximum extent permitted by law, we are not liable to you for any:
(a) loss of profits, opportunity, revenue, data, goodwill, business or anticipated
savings, pure economic loss or expectation loss; or
(b) any indirect, consequential, special, punitive or exemplary loss or damage,
even if such loss or damage was reasonably foreseeable, arose naturally or was in the
contemplation of the parties.
8.3 If, notwithstanding the previous provisions of this clause, we are liable to you in relation
to this Agreement, our liability is limited to the total fees paid or payable by you under this
Agreement for the period of 6 months prior to the date of the liability arising.
9. Notices
9.1. All notices and other communications required to be given under this Agreement must
be in writing and delivered or sent by mail or email to your address or email address as
set out on the application for your Listing, or to us at PO Box 506 Beecroft NSW 2119 or
9.2 A notice or communication is, in the absence of evidence of earlier delivery, regarded as
given and received:
(a) if delivered, upon delivery at the address of you or us;
(b) if sent by mail, on the third Business Day after posting; and
(c) if sent by email, at the time and on the day it was successfully sent.
10. Listing fees, invoicing and payment
10.1. The prices for a Listing and levels of Listing, (Listing Fees) are set out on the Site. We
reserve the right to change the prices and levels of Listing at any time by updating the Site,
in which case the new prices and levels of Listing will apply from the time they are listed on
the Site.
10.2. Invoicing and payment:
(a) The Business must pay all Listing Fees and charges by PayPal or other methods listed on the Site.
(b) The Listing Fee and other charges are exclusive of GST. If and when GST is payable on the Listing Fee, this will be reflected on the Site and in the charges payable by You, and You agree to pay the GST.
(c) Payment methods: HDM accepts the payment methods set out on the Site, for the Listing in the Directory, on the payment terms set out on the Site.
11. General
11.1 Entire Agreement
This Agreement constitutes the entire agreement between you and us about its subject matter and supersedes any previous understandings or agreements on that subject matter.
11.2 Waiver
A provision or right under this Agreement may not be waived except in writing by the party granting the waiver.
11.3 Indemnities
Each indemnity in this Agreement is a continuing indemnity, separate and independent from your other obligations and survives termination of this Agreement. We need not incur expense or make payment before enforcing an indemnity under this Agreement.
11.4 Force Majeure
Neither party is liable to the other party for any damages or other remedies if it is delayed in the performance of its obligations or is otherwise unable to perform its obligations due to any reason beyond its reasonable control.
11.5 Invalidity
If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be severed and this Agreement will continue in full force and effect apart from such provision.
11.6 Assignment
You may not assign or novate this Agreement without our prior written consent, which we may withhold in our absolute discretion.
11.7 Non reliance
Each party acknowledges that in entering into this Agreement it has not relied on any representation or warranties about its subject matter except as provided in this Agreement.
11.8 Governing law
This Agreement is governed by the laws of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and all courts which have jurisdiction to hear appeals from those courts.
Copyright 2015, Hills District Mums, ABN 67 602 994 490
