Launchable Customer Terms

June 2019

Applicable to all customers with Launchable products on standard contracts with effect from 19 June 2019

These terms – as amended by us from time to time – apply to any paid or free Product. You’ll find the latest version here: www.launchable.com.au/terms

Launchable is made by the people at Yellow, which is owned by Sensis. You can find more details about Yellow @ www.yellow.com.au and Sensis @ www.sensis.com.au

 

 

You should read and understand these terms, because they apply to you.

Your Launchable Product is provided for the Term specified on your Order Form. An Order is the document that lists the Products you have selected, signed by you physically, electronically, or agreed to in a call. Each Order is a separate Contract that incorporates these terms.

You agree to tell us if you’ve sold your business or if your business is no longer on the market. You can email us at help@launchable.com.au.

We’ll remove your Launchable Product during the Term if you tell us you’ve sold your business or it’s no longer on the market, but you’re not entitled to any refund of the price.

After the Term, your Contract terminates and your listing is removed.

We don’t guarantee a particular or consistent position or ranking of your listing.

We will send you notices by email, through your bill or invoice and by SMS. Please ensure you notify us of any changes to your contact details, and check your notices and bills carefully.

 

1.  Your content

We need your input to create your Products.  You’ll need to supply us with content to create your Products. Content means any information or material, including business name, selling price, description, trade name, trade mark, design, logo, photograph, illustration, graphic, artwork, text, URL, video, or other material.

You’re responsible for:

  • making sure your content is accurate; and
  • giving us updated content.

We may reject, remove or change any content in a Product:

  • if you breach your guarantees and promises on point 5;
  • if we reasonably believe that your content will breach your Contract, contravene any law or infringe rights of third parties or is inappropriate or defamatory;
  • a regulatory body or law enforcement agency directs us to do so; or
  • as otherwise permitted under these terms.

Where possible we will provide you with prior notice before we do so.

When your Contract ends or a Product is cancelled, we may retain, delete or continue to display any content relating to it (even if you cancel your paid Product).

 

2.  Our directories

To accommodate things like new Products, changes in technology and category popularity, we may make changes to the Launchable directory or any page, site or other means of displaying a Product, including:

  • the size and presentation (such as format, design, placement, order and position); and
  • headings or categories, including the availability of Products in certain headings or categories.

Except for changes to search criteria or algorithms, when and how we will tell you about these changes to our directories is set out on point 4.

Search criteria and algorithm changes –we may have to make changes to algorithms and search criteria from time to time. The position of a Product on the Launchable site may vary from time to time. As we do not guarantee a particular or consistent position or ranking of your listing, we will not notify you of changes to algorithms and search criteria.

 

3.  Our use of third parties

You have to do all the things we reasonably ask you to do to enable us to provide the Product, including providing details relating to your listed business.

We may include in your Product:

  • links to and content from Third Party Sites that we reasonably consider relevant to you; and
  • cookies, widgets, gadgets, tiles, pixels, and other tools that enable us to assess the efficiency of your Product, and/or that assist end-users to interact with Third Party Sites or with you.

You agree that to carry out these activities, you:

  • will provide us with any account details (including login and password) if you already have accounts on Third Party Sites; and
  • authorise us to accept Third Party Terms on your behalf and agree to be bound by those terms.

User generated content, such as ratings and reviews can be a great help to your listing.

We may include user-generated ratings and reviews in your Product. Neither we nor our Related Companies are responsible for, or under any obligation to remove, reviews on your business listing.

 

4.  Payment

We may invoice you in various ways, and we’ll tell you how we’ll invoice you at the time you enter into the contract. You must pay the invoice by the specified due date in accordance with the invoice. The Product price may be payable in full or in instalments and may include an additional administration fee, management fee or a non-refundable set up fee.  If you pay by credit card, you agree to pay any credit card processing fees as disclosed to you and set out in your invoice.

If you don’t pay your invoice by the due date, we may:

  • charge you:
    • interest on the unpaid amounts (at the Reserve Bank’s Official Cash Rate at the time the amount was due plus 5%) from the date the amount became due until it is paid in full;
    • any dishonour fees and reasonable debt collection and legal costs we incur; and
    • a late payment fee specified on your invoice; and/or
  • cancel or suspend any or all of the Products you purchase from us and/or cancel any or all of the Contracts you have with us.

If you’ve requested a direct debit arrangement, you agree to the Direct Debit Request Service Agreement at www.sensis.com.au/about/legal.

Any payment will be reflected on your account within five business days.

You consent to any increased prices or additional charges (in accordance with these Terms) being included in any periodic direct debit authority you give us.

Unless stated otherwise, all amounts or fees in relation to the Products do not include any GST. 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. .

If either of us must indemnify or reimburse the 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 this clause if the payment is consideration for a taxable supply.

 

5.  When we will notify you of changes to our directories, terms and prices

We will continuously develop and update our Products. So, we may change a directory, page, site or other means of displaying a Product or the terms and price that apply to a Product. If you have a paid Product, we will only give you notice of changes in the situations listed in the table below. As we do not guarantee a particular or consistent position or ranking of your advertising, we will not notify you of changes to algorithms or search criteria.

Change Notice Consequences
Changes we reasonably think may have a neutral or beneficial effect on you We do not need to tell you. Your Product continues under the new terms, price or functionality.
Changes we reasonably think may have a minor detrimental effect on most customers (including a Marginal Price Change) We will give you reasonable prior notice of the change, except in the case of an urgent change (such as for legal, security, fraud and technical reasons) where we will aim to give you 3 days’ prior notice, but may have to act sooner. Your Product continues under the new terms, price or functionality.
Changes that we reasonably think may have a major detrimental effect on most customers or a Non-Marginal Price Change We will give you reasonable prior notice of the change except in the case of an urgent change (such as for legal, security, fraud and technical reasons) where we will aim to give you 3 days’ prior notice, but may have to act sooner. You may cancel the affected Product and we will provide you with a pro-rata refund of the Price for the remaining Term of the product.

If, within 60 days of a minor change notice, you contact us and can demonstrate that the change has more than a minor detrimental effect on you, you can cancel the affected Product and receive a pro-rata refund of the Price.

Of course, we will not increase the price of your Product during any applicable minimum contract term.

 

6. Intellectual property – yours and ours

Your intellectual property – You grant us and our Related Companies a perpetual, royalty free licence to use, reproduce, modify, adapt, communicate to the public and sub-license the content you give us for the purposes of providing the Product and syndicating or otherwise making available any content in a Product at our absolute discretion (including via a third party’s product or service).

Our intellectual property – We (or our licensors) own all intellectual property rights in and to the Product (other than content you own) and any other content, data, reports or other materials produced under these Terms or in connection with any Product. If we give you data or reports, we give you a licence to use it for internal business analytical purposes only.  You must not use, reproduce or do anything else with it without our prior express written consent.

 

7.  Termination of a Contract or Product

In some circumstance, we or you will be permitted to terminate this contract (other than at the expiry of the contract).  These are set out below, together with the consequences of termination for each reason.

Termination reasons Consequences
Events related to us
  • We can’t perform the Contract due to a force majeure event; or
  • if required by law; or
  • if we reasonably believe that providing the Product is or may become unlawful.
We may immediately terminate or cancel any or all of your Products or Contracts.

We will refund any prepaid part of the price on a pro-rata basis.

Events related to you
  • You breach a material term of any of your Contracts; or
  • you’re unable to pay your debts as they fall due; or
  • any steps are taken for your winding up, bankruptcy or liquidation, or a controller, trustee, administrator or similar officer is appointed to you or your assets.
We may, acting reasonably, immediately terminate or cancel any or all of your Products or Contracts.

You must pay us amounts incurred before the termination date, plus any applicable cancellation fee and any other fees expressly stated in these terms.

We reasonably believe that you are behaving inappropriately in your interactions with our employees, agents or contractors and/or creating a risk to their health or safety, and you do not stop that behaviour, or you engage in similar behaviour, after we give you Notice of our concern We may, by giving you 30 or more days’ Notice, terminate or cancel any or all of your Products or Contracts.

You must pay us amounts incurred before the termination date, plus any other fees expressly stated in these terms.

Except in the circumstances described in the table under ‘Events related to us’, we may terminate any Tracked Numbers (see point 2), and may remove the Product we supplied to you, and your content.

Selling your business during the term does not automatically cancel your contract. You remain liable for all your obligations under this contract, including payment of charges, until you cancel the contract in accordance with these terms.

 

8.  Our promises and our limitation of liability

  • We’ll use due care and skill in providing the Product, but neither we nor our Related Companies promise or guarantee that your Product will be free from errors or omissions, provided to you by a particular time, or (in the case of an online Product), available continuously or on an uninterrupted basis.

To the maximum extent permitted by law (including the Australian Consumer Law), our liability for a breach of our promises is limited at our option to:

  • resupply of the Product, free of charge; or
  • paying you the cost of having the Product resupplied.

If we are unable to rely on this limitation, then our liability is limited to the Product’s price..

Apart from your rights under this section (and to the maximum extent permitted by law) we and our Related Companies will not be liable for any loss, damage, claim or demand incurred or made by any person arising out of or in connection with a Contract, including from provision of, or failure to provide, the Product.

Nothing in these terms is intended to exclude, restrict or modify any rights you may have under the Australian Consumer Law.

 

9.  Your guarantees and promises

You guarantee and promise to us and our Related Companies that:

  • you lawfully provide the products and/or services advertised in your Product, you provide them from or in the advertised location, and you meet any eligibility criteria that may apply to your Product;
  • you either own all intellectual property rights in any content you provide to us, or have obtained consent from the owner of those rights to allow us to collect, use and sub-licence any content you provide us;
  • nothing in your content, in your Products, or your use of those Products:
    • contravenes any laws (including the Privacy Act and the SPAM Act 2003), or incites breaches of any law, regulation, industry code, or guideline;
    • infringes the rights of any third parties;
    • breaches any of your Contracts, your obligations to any third party, our privacy policy or relevant Third Party Terms;
    • is inappropriate, defamatory, obscene, otherwise unsuitable for minors, misleading or deceptive (or likely to be), or promotes violence or criminal activity; or
    • adversely affects our or our Related Companies’ reputation;
  • your content is free of “worms”, “viruses” and other disabling devices;

You agree to indemnify us and our Related Companies against all claims, damages, costs, penalties, and liabilities of any nature (Loss) caused directly or indirectly by your:

  • breach of the guarantees and promises given by you; and
  • appointment of us as your agent for any purpose specified in this Contract,

but not to the extent that any Loss is caused by or contributed to by Sensis’ wrongful act or breach of contract.

 

10.  Confidentiality and privacy

Confidentiality

All information of a confidential nature we disclose to you under a Contract is confidential and must not be disclosed by you (or your employees, officers, advisers or contractors) to any third party, except for the purposes of the Contract, unless such information:

  • is already known by you;
  • has been lawfully obtained by you from another source;
  • becomes publicly known other than by your unauthorised disclosure; or
  • must be disclosed pursuant to any obligation you have at law.

Privacy

You consent to the collection, use and disclosure of Personal Information on the terms set out in our Privacy Policy (available at www.sensis.com.au/about/privacy or by calling 1800 736 747).

We, and our syndication partners may use your content to allow users to search for your address or name using only your business phone number or address, including to identify calls from your business numbers. You may opt-out your listing from these services by contacting Sensis Care on 1800 810 211 and making an express request to not have your listing available to these services.

Except for tracking tools authorised by us, your content must not include any mechanism that enables the collection of Personal Information.

You must comply with the Privacy Act and the SPAM Act 2003 (Cth) when using our Products.  Check here if you are unsure about your Spam obligations: www.acma.gov.au/Industry/Marketers/Anti-Spam/Ensuring-you-dont-spam

Our key methods of communication are:

  • by email;
  • through notices on our website at www.launchable.com.au
  • through your bill or invoice; and
  • by SMS.

As technology changes, we may adopt other methods of communication, but we will notify you of these changes before we adopt them.

To ensure that we can contact you, it is essential that you notify us of changes to your contact details, including your phone number, email address and postal address. Please also make sure that you check your email and bills regularly.

If we send you emails, you’re deemed to have received any email we’ve sent to the email address you have provided to us to contact you. If we receive an automated email non-delivery notification from your email account, we’ll make reasonable attempts to contact you by other methods. If we leave you a voicemail, please call us back promptly.

 

11.  Reports

We and our Related Companies may use the data and reports we generate for you for any purpose.  You acknowledge that:

  • reports we provide to you may not contain complete data for the reporting period; and
  • we may not be able to report on Product performance on Third Party Sites as this depends on data from third parties.

 

12.  Other important terms

Only we may assign or novate our rights and obligations under a Contract and we don’t need your consent to do so.

Each Contract is governed by the laws of the Victoria, Australia.

Each Contract constitutes the entire agreement between you and us, and supersedes all other agreements between you and us relating to its subject matter.

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.

 

 

Definitions

Australian Consumer Law means Schedule 2 to the Australian Competition and Consumer Law Act 2010 (Cth).

Contract means the terms and conditions (including these Launchable Customer Terms and the terms included on your Order) on which we supply any Product to you.

Marginal Price Change means an increase no greater than CPI plus 4% in a 12 month period.

Non-Marginal Price Change means a price change that is not a Marginal Price Change.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Product means any Launchable advertising or marketing product that we offer from time to time on a paid or free basis.

Related Company means Related Body Corporate, as that term is defined in the Corporations Act 2001 (Cth).

Third Party Terms means the terms of Third Party Sites that we distribute your content to, or that we link to or integrate with a Product, (which may include online media and social networking sites such as Facebook’s terms and conditions at www.facebook.com/legal/terms).

Third Party Site means a website, mobile site or application not maintained or controlled by us or our Related Companies.

Your Website means any website that we identify as used in connection with your business, and does not need to be owned by you.

 

Our commitment to privacy is set out in our “Privacy Policy” (available at www.sensis.com.au/about/privacy or by calling 1800 736 747). You should read the Privacy Policy as it has important terms relating to your consent to the collection, use and disclosure of personal information.

Launchable is an unregistered trademark of Sensis.

© Sensis Pty Ltd 2019 (ABN 30 007 423 912).