1. APPLICABILITY AND ACCEPTANCE OF THESE TERMS & CONDITIONS
1.1 These Terms and Conditions apply to each order that Diversified Communications Australia (ABN 18 006 002 286) (we) accepts from a customer (you) for the supply of products or services via the website at directory.finefoodaustralia.com.au and to your use of the Website. These Conditions do not apply if you are a reseller or you purchase products and services for which there are separate terms and conditions specific to those products and services. Contact your Client Manager for the relevant terms.
1.2 Your acceptance of products and services (including any subscription) from us and/or your use of the Website is deemed acceptance of these Conditions. No variation by you of these Conditions will be valid unless our authorised representative gives you written confirmation that that variation is accepted.
1.3 We may make changes to these Conditions from time to time to accommodate changes in law, business practice or the introduction of new products or services. If we do, we will notify you in writing (which may be via electronic communication) at least 30 days before those changes take effect. Your acceptance of further products and services and/or payment of further installments due and/or your use of the Website after the date we notify you of a change is deemed acceptance of those changes. If you do not want to accept the changes, you are entitled to terminate any ongoing subscription affected by notice to us before the changes take effect. Your cancellation will be effective at the end of your current billing cycle.
1.4 For the purposes of these Conditions:
(a) a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form including online or in an electronic communication;
(b) a reference to online or to an electronic communication includes a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy, including by means of the Internet.
2. PRICES, CHARGES AND PAYMENT
2.1 The minimum subscription period for the Website is one (1) year. By subscribing to the Website and providing us with your credit card details, you authorise us to charge your credit card an Annual Subscription Fee, at the then current annual rate for the Website, in accordance with this Clause 2.
2.2 Where offered, free trials are open to new subscribers only. If your subscription commences with a free trial, you will be required to provide your credit card details when you subscribe but you will not be charged for the free trial period. We will commence billing your Annual Subscription fees at the end of the free trial period, unless you cancel your subscription before the end of the free trial period.
2.3 The Annual Subscription fee will be charged to your credit card in advance of each Annual Subscription period. Your first Annual Subscription period begins when you subscribe to the Website, subject to any Promotional Offer. At the end of each Annual Subscription period, we will not automatically renew your Annual Subscription and charge your credit card the Annual Subscription fee unless you opt to renew your subscription.
2.4 All credit card payments are subject to fees. We reserve the right to make changes to this surcharge from time to time or to extend the surcharge to other methods of payment. If we do make any changes, we will give you reasonable notice in writing before the changes take effect.
2.5 We may make available or send documents and information to you, including invoices, by means of an electronic communication. You acknowledge that we are not liable in respect of:
(a) any error, omission or loss of confidentiality arising from an electronic communication;
(b) any unauthorised copying, recording or interference with a document;
(c) any delay or non-delivery of a document; or
(d) any damage caused to your system or files by such electronic transmission (including by any computer virus).
2.6 Your subscription to the Website is not confirmed until validation of payment and the first full Annual Subscription Fee is credited to us.
2.7 We may change the price of our service from time to time, including the applicable Annual Subscription fee or any upgrade fees; any changes in the Annual Subscription fee will apply to you after the expiry of the 12 month period.
3. RISK AND TITLE
Your entitlement in relation to any service is limited to a licence only for the subscription period. Ownership is reserved to us.
4. SUPPLY OF SUBSCRIPTION PRODUCTS AND SERVICES
4.1 When your order for a subscription product or service is accepted, we will:
(a) supply that product or service to you for an initial subscription period of twelve months (initial period); and
(b) continue to supply that product or service to you after the initial period has expired in accordance with clause 6.
4.2 We can immediately cancel or suspend your subscription to a product or service at any time in accordance with clause 7.
5. USE OF THE SERVICE
Certain software you use may not be capable of supporting the service and the performance of the service will vary with the hardware on which it is used. You must check that your network is capable of supporting the service before completing your order.
6. RENEWAL OF SUBSCRIPTIONS
6.1 The price for your Annual Subscription will remain the same unless you are notified in accordance with clause 2.14.
6.2 You may cancel an Annual Subscription at any time. For an Annual Subscription, cancellation is effective at the end of the current annual billing cycle and your access to the Website (or any other products and or services under your subscription) will be disconnected from this date. You will continue to have access to the products and services under your subscription during the cancellation period. If your subscription commenced with a free trial and you cancel your subscription during the free trial period, cancellation is effective immediately and your access to the Website (or any other products or services under your subscription) will be disconnected from the date you cancel.
6.3 Notice of cancellation of your Annual Subscription must be via telephone call to the team on +61 3 9261 4500.
7. SUSPENSION OR MODIFICATION OF THE SERVICE
7.1 We may discontinue, cancel, suspend or revise any or all aspects of the service at our sole discretion and without prior notice to take account of (for example but without limitation) changes in law or circumstance relating to the service.
7.2 We may suspend or cancel your access to the service, in whole or in part, until further notice, with immediate effect:
(a) for any reason we determine in our sole discretion;
(b) to periodically maintain or improve the service and related systems;
(c) to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative or regulatory authority;
(d) if we believe that the service may be used in such a way as may constitute a breach of any provision of these Conditions;
(e) if we have reasonable grounds to suspect that there has been unauthorised access to your subscription or that you have committed or may be committing any illegal or fraudulent activity in connection with your subscription;
(f) if you breach any part of these Conditions; or
(g) if you fail to pay all or part of any fee by the due date.
7.3 We will endeavour, where possible to provide you with reasonable notice of such suspension or cancellation.
7.4 Whilst we will use our best endeavours to minimise disruption to the service, unscheduled outages may occur from time to time.
8. UNANTICIPATED EVENTS
Neither you nor we will be liable for any failure to perform any obligation to the other under these Conditions due to causes beyond your or our respective reasonable control.
If you default in performing your obligations under these Conditions and we incur expenses in enforcing our rights under these Conditions (for example and without limitation, expenses incurred by us in recovering any moneys owed by you to us), you must pay to us any reasonable costs on demand (including all legal costs on a full indemnity basis).
10.1 In these Conditions the terms “GST”, “supply” and “tax invoice” have the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) or any regulations made pursuant to the GST Act and the term “GST” also includes any penalties or additional tax imposed in relation to the GST payable in relation to the supply of services under these Conditions.
10.2 Any amount payable by you under clause 2 is exclusive of GST.
10.3 If the amount of GST paid or payable by us on a sale made to you differs from the amount of GST you have paid to us for the products or services sold, then the amount of GST paid by you will be adjusted either by further payment by you to us or repayment to you by us of the amount of the adjustment.
10.4 In relation to any GST paid by a party under these Conditions, including any adjustment, the payee will provide the payer with a valid tax invoice, as defined in the GST Act or any regulation made pursuant to the GST Act.
11. TERMINATION FOR BREACH
Without prejudice to any other right at law or under these Conditions, either party may terminate these Conditions by giving written notice, if the other party has failed to remedy a material breach of any term of these Conditions within 21 days of being given written notice of the breach (the notice to include details of the relevant breach). Where you have breached a material term we may elect, in the alternative, to cease supply of products or services to you until we are reasonably satisfied that you have remedied the breach.
12. DISCLAIMER OF LIABILITY AND WARRANTIES
12.1 If any law or regulation including but not limited to the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, confers rights and remedies on you in relation to the provision by us of products or services ordered by you which cannot be excluded, restricted or modified (Non-excludable Rights), we do not exclude any Non-excludable Rights but we do exclude all other conditions and warranties implied by custom, law or statute.
12.2 Except as provided for by the Non-excludable Rights:
(a) all products and services ordered by you are provided without warranties of any kind, either express or implied;
(b) we do not warrant that those products and services will be complete or free from all errors;
(c) we do not warrant that information will continue to be available to us to enable us to keep those products and services up-to-date; and
(d) all representations are expressly excluded and you have not relied on any representations in ordering products and services from us.
12.3 Subject to clause 12.1, under no circumstances (including but not limited to any act or omission on our part) will we be liable for any loss or damages (including, without limitation, indirect, incidental, special or consequential or punitive damages and damages for loss of profits) whatsoever which results from any use, or any inability to use, our products or services.
12.4 To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded, but can be limited, is limited, at our option to supply of the good or service ordered by you again or paying for their resupply.
13. GOVERNING LAW
These Conditions will be governed by and construed according to the law of Victoria and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.