WDM ADVERTISING TERMS & CONDITIONS

BACKGROUND

Thank you for your interest in advertising with My Wedding Group Pty Ltd t/as Weddings Dot Melbourne, ACN 642 417 721 of Suite 706, 585 Little Collins Street, Melbourne VIC 3000; (hereafter “WDM”) on its Website which WDM owns and operates.
If you proceed to accept this offer to become an advertiser on the Website, you accept the terms and conditions set out below. If you do not accept these terms and conditions, do not proceed to accept this offer.
For the avoidance of doubt, this agreement is governed by the laws of Victoria and the parties submit to the exclusive jurisdiction of the courts of Victoria.

Definitions and Interpretation

In this agreement, unless the context requires otherwise:
• Business Day means a day on which banks are ordinarily open for business in Melbourne, excluding Saturday, Sunday and public holidays;
• Suppliermeans “Your Business”;
• WDM means My Wedding Group Pty Ltd t/as Weddings Dot Melbourne, ACN 642 417 721 of Suite 706, 585 Little Collins Street, Melbourne VIC 3000;
• Confidential Information means any information that one party learns about the other as a result of the relationship documented in this agreement, and which is not in the public domain;
• Fees means the advertising fees displayed at the URL www.info.weddings.melbourne, or as otherwise agreed to in writing between the parties;
• Supplier Portal means a cloud based portal that WDM has established, accessible by the Supplier during the term of this agreement, through which the Supplier can access and provide various items required by these terms;
• Website means the webpage(s) owned and operated by WDM, the current URL of which is www.weddings.melbourne;
• Headings are for convenience only and do not otherwise affect the interpretation of this document;
• The singular includes the plural and vice versa;
• If a party is required to do something on a day that is not a Business Day, it must instead do that thing on the next Business Day;
• A reference to “dollars” or “$” is a reference to Australian currency;
• A reference to time and date is a reference to that time and date in Melbourne; and
• A reference to one gender includes all other genders.

Information for Display on Website

The Supplier agrees that it has provided, or will provide the following to WDM, and has or will enter the following information into WDM’s Supplier portal”
• A profile of the services that it provides, matching reasonable criteria set by WDM;
• Appropriate images or video links to ensure the professional aesthetics of advertisements;
• An in service customer facing telephone number;
• The details of any social media pages that it operates;
• A current email address by which the business may be contacted and an email address by which it will accept customer enquiries;
• The Supplier’s main website place of business;
• An e-brochure in a form that WDM can upload to the Website (optional); and
• Any other information that WDM reasonably deems necessary to maintain the completeness and integrity of advertisements.
The Supplier authorises WDM to display all of information referred to in clause 5 on its Website(s), and where applicable, to provide a direct link from the Website to the relevant page, information, or brochure;
The Supplier acknowledges that in general, a profile of the services that it provides will be displayed on the Website. Those visiting the Website can click to reveal any of the details listed in clauses 5(c)-(g). If a visitor does this, the Supplier will be charged in accordance with clause 14. The Supplier acknowledges that it will not provide, display, or refer to any of its own contact details, or the contact details of any other entity, in its profile content or other advertisements other than via the designated channels accessed through the Supplier portal or with the written consent of WDM;
The Supplier warrants that as at the date that it is provided, all information is correct and up to date. Upon updating any of the details referred to in clause 6, the Supplier will (within 5 Business Days) update this information through the supplier portal or, if this is not possible, inform WDM by providing written notice to contact@weddings.melbourne.
If WDM becomes aware that any of the above methods of contact are not up to date or disconnected WDM may:
• Write to the Supplier requesting that it provide updated details; and/or
• Remove the Supplier’s profile (in part or full) from the Website until the updated details are provided; and/or
• If updated details are not provided within 10 Business Days of a written request for such details, terminate this agreement without further notice.
If the Supplier updates a contact method that is supplied to WDM in writing due to a genuine inability to use the Supplier Portal, WDM will endeavour to update the Website to include the updated contact details within 2 Business Days. If WDM does this within 2 Business Days of being notified of the amended details, the Supplier will be liable to pay for all clicks received between the time of notification and the time of the Website update;
The Supplier warrants that any profile and description of all of the goods and services that it offers (as provided for publication on the Website) is accurate and indemnifies WDM against any claim for false and misleading conduct as a result of it providing false or misleading information. This clause survives termination of this agreement;

Payment Terms

In consideration for the Supplier being granted the right to advertise on the Website ,or through other mediums, it agrees to pay the fees as set out by WDM in writing or displayed on the WDM supplier information website at www.info.weddings.melbourne. Any changes to pricing will require twenty-eight (28) days notice and commence from the next billing period (month);
The Supplier acknowledges that it will provide a payment method for any initial fees and will also set up a bank account recurring payment method made accessible by WDM if requested to do so; and that it has authorised WDM to charge that method for any fees outstanding. The Supplier must do this not less than 14 days before the first expected payment date and at all times ensure that the payment source(s) remains current and that WDM is able to charge the account for the full amount due. If WDM is unable to do so it may write to the supplier requiring that the supplier rectify the issue within 10 business days, thereafter:
• WDM may immediately suspend or terminate this agreement and claim monies owed; and
• In addition to the money owed, the Supplier will pay to WDM:
• Interest at a rate of 10% per annum calculated daily on a pro rata basis (including the day on which payment is made); and
• Any legal costs or fees which WDM incurs.
WDM will, through its platform, extract website click data, allowing the Supplier to see a breakdown of the Fee including the number of clicks to reveal each of its contact details, and the associated cost.

Supplier Profile and Brochure Content

The Supplier warrants that it will not include any information on its profile, found via links, or in the brochure produced which is obscene, racist, homophobic, or otherwise indecent. If WDM discovers that the supplier has breached this warranty, it may immediately terminate this agreement.
Neither party will contravene any relevant laws, including, without limitation, the Competition and Consumer Act 2010 (Cth), any state-based Fair Trading Act, the Privacy Act 1988 (Cth), or any regulations made under those Acts (including relevant industry regulations, standards of practice or codes of conduct), any equivalent legislation in New Zealand or any common law in Australia and New Zealand;
Breach or infringe the intellectual property rights of any person;

Supplier Marketing Content

If a Supplier references a WDM offering in its marketing material, it will specifically state that the offering is subject to WDM’s terms and conditions.

Intellectual Property

WDM owns all intellectual property rights in the Website and the Directory Listing/Profile, including information, graphics, design and software, except where the Supplier has provided its own intellectual property (including but not limited to text, graphics and pictures in whatever form) for display on the Website.
You must obtain the permission from the owner of any intellectual property in any third party material incorporated into a Directory Listing/Profile prior to submission of the Directory Listing/Profile.
You grant WDM a world-wide, royalty free, irrevocable licence to publish, and to sublicense the publication of, all material submitted to WDM as part of the Directory Listing/Profile in any form or medium, including print, online or otherwise. You warrant that you are authorised to grant the licence in section 19.

Privacy and personal information

Suppliers must comply with their own privacy policies and with all applicable privacy laws in the collection and use of individuals' personal information collected as a result of an enquiry made to a Supplier through the Website.

Supplier Acknowledgments

The Supplier expressly acknowledges each of the following:
• WDM does not ensure the quality or expected number of customer leads generated through the website or via other products, method or strategy;
• While WDM will endeavour to ensure that Website users and leads are over the age of 18, reside in Victoria and engaged to be married it offers no guarantees in this regard;
• It must manage its own advertising profile, via access to the Supplier Portal, and is responsible for any information, links or content as set out in this agreement. The Supplier Portal has been designed to be user-friendly, but the Supplier acknowledges that basic knowledge of modern computer practises is required. If requested by supplier, WDM may render assistance with profile management, solely at its discretion and is not obligated to do so;
• It must nominate a primary user who is at least 18 years of age. Failure to do so may result in termination of this agreement; and
• WDM may provide a promotional period or offer such as a limited number of free leads, but is not obligated to do so. If WDM is to provide this, it will inform the Supplier by email.
• WDM is under no obligation to accept a Directory Listing/Profile (or any part of a Directory Listing/Profile) for publication on the Website and is under no obligation to provide reasons for such refusal.
• WDM reserves the right at any time, at its sole discretion, to:
• reject or cancel all or part of a Directory Listing/Profile; or
• remove all or part of a Directory Listing/Profile from the Website.
• In addition, WDM shall have the absolute right, without providing any reason, to reject any URL link embodied within the Directory Listing/Profile.
• You agree that you must pay all advertising fees even where:
• your Directory Listing/Profile (or part of it) is not published due to a breach of these Terms and Conditions by you;
• your Directory Listing/Profile (or any part of it) is not published due to your failure to provide sufficient artwork or instructions;
• the format or placement of the Directory Listing/Profile has been varied by WDM; or
• you believe your Directory Listing/Profile has not resulted in the number of enquiries you expected to receive as a result of the Directory Listing/Profile on the Website.

Warrants & Liability

WDM will be under no liability to you in respect of any loss or damage which may be suffered or incurred or which may arise directly or indirectly in respect of:
• goods or services supplied pursuant to these Terms and Conditions; any failure or omission on the part of WDM to comply with its obligations under these Terms and Conditions;
• any negligent act or omission of WDM;
• the provision by the Supplier to WDM of incorrect contact details which results in WDM being unable to forward enquiries received from visitors to the Website to the relevant supplier; or
• any web traffic pop-ups which appear on the Website.
• WDM expressly excludes all liability for special, indirect or consequential loss or damage, including without limitation, loss of profits, loss of revenue, loss of income, loss of use, loss of business opportunity, loss of production, loss of anticipated savings, pure economic loss, loss of or damage to reputation or goodwill, or loss or damage associated with the interruption of the Supplier's business, howsoever caused.
• WDM makes no representation or warranty in relation to the number of visitors to the Website except for those representations made expressly in writing by WDM to the Supplier in relation to actual prior Website visits. WDM makes no warranty or representation in relation to future visitor numbers to the Website and any projections provided by WDM are estimates only. WDM does not warrant or represent that:
• the Website will be accessible at all times,
• the Website is free from viruses; or
• any information (including hyperlinks) contained on the Website is accurate or suitable.

Indemnity

The Supplier releases, indemnifies and will keep indemnified WDM, its employees, servants and agents against all actions, claims and demands (including the cost of defending or settling any actions, claims and demands) which may be instituted against WDM arising out of:
• a breach of these Terms and Conditions by the Supplier;
• a breach of warranty contained in clause 25f;
• any wilful, unlawful or negligent act or omission of the Supplier;
• the publication by WDM or any other person of any material supplied by the Supplier; and
• breach by the Supplier of any laws or legal obligations, including the Competition and Consumer Act 2010, any state-based Fair Trading legislation and any equivalent legislation in New Zealand.

Review Integration

WDM’s portal has the ability to integrate with google my business reviews, or embed facebook reviews for display on your business’ profile page. WDM takes no responsibility for any action that arises from linking or embedding reviews on its website. Moreover, the supplier must ensure that only genuine reviews and reviews made concerning its actual business are presented for couples to view on the website.

Termination of Agreement

Either party may terminate this agreement by seven (7) days written notice to the other party. On termination, WDM will charge the Supplier for any amount of the Fee that is outstanding.

Notices

Notices can be served as follows:
• On WDM only by email to: accounts@weddings.melbourne.
• On the Supplier only by email to the current primary business email address
If a notice is sent between 9am and 5pm on a Business Day it will be taken to have been served on that day. If it is sent outside of these hours, it will be taken to have been served at 9am on the next Business Day.

Disputes

If a dispute arises, the parties will negotiate in good faith for a period of at least 5 Business Days. Thereafter either party can request that the President of the Law Society of Victoria appoint an arbiter. The arbiter’s decision will be final and the costs of arbitration will be split evenly between the parties.

Miscellaneous

WDM will not incur liability for any failure of or inability to access the Supplier Portal;
If any provision of this agreement is deemed illegal or unenforceable it will be severed, but only to the minimum extent required by law;
WDM’s failure to exercise any right granted under this agreement does not constitute a waiver of that right.