Terms of Use

Terms of Use of the Ersatz Directory Website

Ersatz Directory (Ersatz Directory/we) operates an online advertising directory service and related online multimedia services for Australian businesses (the “Directory” or “Directory Services”) located at or via www.Ersatz.com.au (the “Website”). All users of the Ersatz Directory Directory and Website by their use of the Directory, as a condition of that use, agree to automatically enter into a Contract to Supply with Ersatz Directory of the Ersatz Directory Directory. All categories of Directory User including but not limited to Free, Promotional, Standard and Premium, are provided access to the Directory by Ersatz Directory as its obligation under the Contract to Supply, and as part of the consideration for the Ersatz Directory service enter the Contract to Supply and agree to these Terms of Use and any other specific conditions, notices and disclaimers published or contained on the Website (together, the “Terms of Use”).

Please read these Terms of Use carefully.

1. Contract to Supply

The addition by you/your company (“you”) of your business information to the Ersatz Directory Directory, either directly on line or orally to and via a Ersatz Directory agent, constitutes your acknowledgement and agreement that you have entered into a Contract to Supply of Directory Services (“Contract”) with Ersatz Directory to use for business promotional purposes, the Ersatz Directory Website. As a condition of the Contract you have agreed to be bound by these terms and any other specific conditions, notices and disclaimers published or contained on the Website (together, the “Terms of Use”). The Contract applies to all services including free and paid service provided by Ersatz Directory.

As part of the consideration for the ongoing supply of service, Ersatz Directory requires the Contract to extend for a minimum 90-day term (“minimum period”). Paid services including special offers available under this Contract to Supply are subject to different minimum periods. For paid services, after the initial or subsequent paid period (“paid term”) the service supplied by Ersatz Directory continues with the Contract to Supply renewed for a term equivalent to the expiring term under the general Contract to Supply or to an alternative offered by Ersatz Directory and accepted by you, under the Contract to Supply, prior to completion of the paid term. At the end of any paid service term or after the acknowledged minimum period the paid service may be terminated, without cause, by either party, subject to acknowledged written notice. Termination of paid service is subject to Clause 13 and these Terms of Use.

2. We can amend these Terms of Use

We reserve the right to amend the Ersatz Directory Terms of Use at any time. Such variation(s) will become effective immediately upon publishing or posting or on such later date as Ersatz Directory may specify whether or not Ersatz Directory provides you and/or your company specific notice of any particular change. Your continued use of the Directory will constitute acceptance of the revised Terms of Use, so you should review the Terms of Use from time to time.

3. What we expect from you

You are required to:

  1. ensure that the material you post or publish to the Directory or Website is accurate, complete, up to date and suitable;

  2. comply with all relevant Local, State and Commonwealth laws and regulations and, where applicable, all national and international laws and regulation;

  3. respect our and other users’ rights including but not limited to Ersatz Directory intellectual property rights subsisting in material available on or through the Website and Directory.

4. What you are not permitted to do

You will not:

  1. use the Directory or Website for illegal purposes including without limitation the posting to the Directory of information encouraging conduct that would constitute a criminal offence;

  2. post to the Directory telephone numbers that are listed on or form part of the Commonwealth Do-Not-Call Register;

  3. post to the Directory any material which violates any intellectual property rights (including, without limitation, patents, trade marks, trade names, copyright and design rights and whether remittable, registered or unregistered) or other rights of any person in any jurisdiction in the world;

  4. post to the Directory or Website or, if applicable, any Ersatz Directory site linked to your listing in the Directory, any defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable material of any kind;

  5. post to the Directory or otherwise propagate material of any kind which contains computer worms, viruses or other types of malicious or harmful programs;

  6. damage, modify, interfere with, disrupt or destroy the files, data, passwords, devices or resources that belong to us or do anything that compromises the security of the Website or the Directory;

  7. use the Directory to engage in misleading or deceptive on-line marketing practices;

  8. use the Directory to transmit junk mail, spam, chain letters or engage in other flooding techniques or mass distribution of unsolicited email;

  9. resell, rent or lease either the Directory, or use of or access to the Directory;

  10. republish in any form, in part or in full, the Directory, the Website, the Directory database, the Directory presentation, layout or the overall Directory look and feel.

5. Fees & charges

  1. All fees and charges shown on the Ersatz Directory website or quoted orally or otherwise by Ersatz Directory include GST. Fees and charges may be varied at any time by Ersatz Directory and changes may be applied by Ersatz Directory following thirty (30) days’ written notice to you/your company.

  2. Following your written application or oral agreement with a Ersatz Directory sales representative to commence a paid service, you will be issued with a tax invoice.

  3. Service period for paid service commences only once the service is established, which may be up to ten (10) business days after a revised service is agreed, and will be for a minimum period of 90 days (excluding special offers).

  4. You/your company agree to pay all amounts due for the service in advance. When a service is extended pursuant to Clause 1 Ersatz Directory will issue a tax invoice/receipt immediately on receipt of the payment.

  5. If you have elected to pay by credit card and provided the necessary card details to Ersatz Directory, then Ersatz Directory is entitled to process the credit card for all amounts due to Ersatz Directory for the service, including recurring term payments following the initial term and termination charges. If a card processing transaction is unsuccessful Ersatz Directory may continue to process the card until payment is effected.

  6. Ersatz Directory is not responsible for any costs arising for you/your company as a result of insufficient funds or multiple card presentations required for collection of payments due to Ersatz Directory.

  7. Ersatz Directory reserves all rights to undertake any actions it deems necessary to recover unpaid fees and charges, and you/your company will be invoiced for and responsible for payment of all costs reasonably incurred by Ersatz Directory, including commissions and solicitors’ fees if they arise, in recovering amounts due.

6. Acknowledgments

You acknowledge that:

  1. Ersatz Directory does not review or vet or exercise any direct supervision or control over the content or any material that you or others post on your behalf to the Directory or any associated link;

  2. Ersatz Directory is not responsible for the content or conduct of any site linked to or from the Directory or Website;

  3. Ersatz Directory is not responsible for any service interruptions or access difficulties to services provided on the Directory or any associated websites;

  4. you/your company are, and operate as, a business and as such are subject to laws and practices applicable to businesses;

  5. Special Offers by Ersatz Directory may have Terms and Conditions that are applicable only to the Special Offer. If no such Terms and Conditions are included or identified with the Special Offer then the Terms and Conditions shall be the Terms of Use as set out herein.

  6. All paid term agreements between you/your company and Ersatz Directory will unless terminated in accordance with these Terms of Use or otherwise agreed in writing with Ersatz Directory transition to ongoing service provision for which you will pay in advance for a term equivalent to the prior or other agreed service payment term and at the same Special Offer rate applicable in the expiring term, or otherwise at the standard Ersatz Directory tariff applicable for the service.

  7. For paid service transitioning to a new or extended term payment per (f) above Ersatz Directory will utilize credit card or direct debit processes applied for previous payments for ongoing term payments unless otherwise advised by you.

  8. Ersatz Directory products require specialist knowledge and skill in formulating material provided by you into a form suitable for use in a broadcast service. You acknowledge that Ersatz Directory has full creative control of that process; and consequentially further that you will be responsible for additional charges on each occasion that a reformulation of the material is required.

7. Intellectual Property

  1. Ersatz Directory continually updates, edits and authors the content of the Directory entries, descriptions, contact information, the databases and business categories that comprise the Directory and these works and content remain Ersatz Directory’s or our licensor’s sole and exclusive property.

  2. All intellectual property rights in data, information and materials utilized in the Directory or on the Website including, without limitation, all software, tools, know-how, methodologies, equipment or processes, shall remain Ersatz Directory’s or our licensor’s sole and exclusive property. You acknowledge and agree that you shall not acquire any rights, title or interest in or to any of our intellectual property rights.

  3. By placing any information or other material in the Directory or Website you grant us a non-exclusive, perpetual, royalty free, unrestricted, worldwide license to edit, reproduce, adapt, translate, exhibit, publish, make available to the public, redistribute, transmit, broadcast, publicly perform, transfer, sublicense and otherwise use such material. This grant includes the right to exploit all intellectual property rights in any such information or other material including but not limited to rights under copyright, trade mark or patent law in any jurisdiction in the world.

8. Ersatz Directory Rights

We reserve the right to:

  1. refuse to publish, post or to remove any information and/or materials (in whole or in part) that Ersatz Directory, in its sole and absolute discretion, regards in any way objectionable or in violation of any applicable law or the Terms of Use without notice to you;

  2. modify, discontinue or terminate any services Ersatz Directory offers at any time without notice or liability to you; and

  3. cooperate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials which violate any applicable or relevant law or the Terms of Use.

9. Exclusion of Warranties

  1. We do not warrant that the Directory or service is error or fault free or that it will meet your requirements.

  2. Except as otherwise expressly stated in these Terms of Use, Ersatz Directory makes no express or implied warranties to you and expressly excludes all warranties, conditions and terms implied by statute, general law, international convention or custom, including without limitation any and all implied warranties with respect to merchantability, fitness for purpose, title and non-infringement, except for any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void.

10. Limitation and Exclusion of Liability

To the extent permitted by law:

  1. where the services Ersatz Directory provides to you are subject to warranties or terms implied by statute, general law, international convention or custom which cannot be excluded, restricted or modified, Ersatz Directory’s liability for breach of any such condition or warranty will be limited to the re-supply of the service(s).

  2. Ersatz Directory excludes any and all liability to you or any other person for any loss or damage, whether arising in contract, negligence or otherwise out of or in connection with any use of the Website or the Directory or information on or provided though the Website or the Directory.

  3. without limiting sub clause (b), Ersatz Directory excludes all liability to you or any other person (whether in contract, negligence, tort, equity or otherwise) for any consequential, indirect, incidental, special, punitive or exemplary damages, including without limitation any loss of profits, loss or corruption of data or loss of goodwill, even if Ersatz Directory has been advised of the possibility of such loss or damage.

11. Indemnity

You agree to at all times indemnify Ersatz Directory and its affiliates, suppliers and their respective officers, employees, contractors and agents (“those indemnified”) from and against any direct or consequential loss, costs, expenses (including reasonable legal fees), claims, damages, settlement, penalties, fines or other liability incurred or suffered by any of those indemnified which may arise out of your use of the Directory and/or the Website or any breach by you of these Terms of Use.

12. Commencement of Contract

Your/your company’s Contract to Supply with Ersatz Directory commences on the earlier of your acceptance on-line or otherwise of these Terms of Use, and your oral agreement with a Ersatz Directory sales agent to take a paid service and your providing payment details for such service.

13. Termination of Paid Services

  1. The Terms of Use are effective until the current Contract to Supply is terminated, and Ersatz Directory may then terminate Supply and your right to publish or post information and material to the Directory at any time without notice.

  2. At the end of any paid service period including renewals and extensions of initial or subsequent terms either party may terminate the paid service contract, subject to the Terms of Use. Cancellation or termination of a paid service does not cancel or terminate the Contract to Supply.

  3. Termination of paid service contract or cancellation of service must be requested by you or authorized representative of your company using the Ersatz Directory Cancellation Request Form, which will be sent to you on request. The completed and executed Cancellation Request Form must be returned to Ersatz Directory email [email protected],

  4. The effective date of a termination of a paid service contract or cancellation of service will be thirty (30) days after receipt by Ersatz Directory of a valid and properly authorized Cancellation Request Form from you/your company. You/your company will be responsible for all service payments to Ersatz Directory up to the effective termination or cancellation date.

  5. If you/your company wish to terminate prior to the end of a paid service term then an early termination charge may be applied based upon the time remaining. Special offer contracts in their initial term at effective monthly rates below the Ersatz Directory standard tariff do not qualify for any refund. Early termination of extension and renewal special offer contracts will be assessed at the standard monthly tariff.

  6. Ersatz Directory may terminate for cause the Contract to Supply and/or a term service contract if you/your company breach Clause 4, “What you are not permitted to do”.

  7. In the event of paid service termination you are no longer authorised to add your Directory listing to the Directory, but all restrictions imposed on you, licenses granted by you and all our disclaimers and limitations of liability set out in the Terms of Use will survive.

  8. In the event of any type of termination of the Contract to Supply or paid service contract Ersatz Directory will not be liable to you for any claims of any kind arising from removal of your Directory listing from the Directory whether on account of the loss by you of present or prospective profits, anticipated orders, expenditures, investments or commitments made, goodwill created or on account of any other cause whatsoever.

14. Circumstances Beyond our Control

Ersatz Directory will not be liable for any failure or delay in the performance of our obligations to you under the Contract to Supply if that failure or delay is due to circumstances beyond Ersatz Directory’s reasonable control including, without limitation, any act of God or other cause including any mechanical, electronic, communications or third party supplier failure.

15. Notices

Ersatz Directory may provide notices to you by simply posting the notice on the Website or by your supplied email. This is in addition to any other mode of services permitted by law.

16. General

  1. Any provision in the Terms of Use that is invalid, voidable or unenforceable will be deleted and the remainder will continue to have full force and effect.

  2. You may not assign any of your rights or obligations under the Contract to Supply or under the Terms of Use without Ersatz Directory’s prior written consent. Ersatz Directory may assign its rights or obligations under the Contract to Supply at any time without notice to you.

  3. Headings in this Agreement are for convenience only and shall not be used to interpret this Agreement.

  4. A waiver by Ersatz Directory of a provision of or right under the Terms of Use is only binding on Ersatz Directory if it is in writing and executed by Ersatz Directory. In addition the waiver will only be effective in the specific instance and for the specific purpose for which it was given.

  5. The Terms of Use are governed by the laws of each and every Australian State and Territory and each party irrevocably submits to the non-exclusive jurisdiction of the Courts of the State or Territory where their business or listing originates.

  6. All rights not expressly granted in the Terms of Use are reserved.

17. Refund Policy

  1. You/your company may seek a refund of prepayments made under a Contract to Supply with Ersatz Directory, subject to these Terms of Use and in particular the Termination provisions at clause 13 hereof.

  2. Upon receipt of such a complying termination notice Ersatz Directory will confirm the notice with the authorised sender and refund any prepaid amounts applicable to service beyond the effective date of termination.

  3. Any direct debit arrangement with Ersatz Directory via credit card, bank account or other means, will be cancelled promptly by Ersatz Directory following the settlement of amounts due to you or to Ersatz Directory following a complying termination of service contract.

Ersatz Directory Privacy Policy

Ersatz Directory Pty Ltd has a commitment to privacy in accordance with the Privacy Amendment (Private Sector) Act, 2000 (the Act). This privacy policy covers all personal information that Ersatz Directory holds or encompasses with the Ersatz Directory Terms of Use.

  • Collection of information: Whenever Ersatz Directory collects personal information from you we will do so in a lawful and fair way.

  • Disclosing information: Ersatz Directory will only disclose personal information in accordance with the Act.

  • Security: Ersatz Directory takes reasonable steps to ensure that the information we collect is protected from loss, misuse or disclosure.

  • Opt Out: In accordance with the Act, direct marketing offers will contain an opportunity to opt out.

You have the right to seek access to most personal information Ersatz Directory holds about you. To do so contact the Ersatz Directory Privacy Officer by email: ([email protected]).

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