1. Incorporation

1.1 These terms (together with the applicable Cancellation Date and Advertising Material Lodgement Requirements) govern each supply of Services and, except as modified in accordance with clause 1.2, constitute the entire agreement in connection with each supply of Services. All other express or implied terms and conditions, including the terms and conditions of Client, are excluded to the extent permitted by law.

1.2 No variation to these terms, whether in a Booking or otherwise, binds The Green Directory unless expressly and specifically agreed in writing by The Green Directory and Client.

1.3 These terms supersede any terms and conditions that have previously governed any supply of Services and prevail to the extent of any inconsistency between a written or verbal quotation or Booking and these terms.

2. Quotations

2.1 Any written or verbal quotation provided by The Green Directory to Client, whether in the form of a media kit or otherwise, is a mere invitation to treat and does not constitute a contractual offer. All such quotations lapse 30 days after issue, but The Green Directory may vary or withdraw any such quotation at any time.

3. Booking Process

3.1 Client may cancel all or part of a Booking without penalty if written notice is given to The Green Directory’s advertising manager in writing before the Cancellation Date. Bookings accepted by The Green Directory after the Cancellation Date may not be cancelled by Client without payment for the Booking in full.

3.2 If Client cancels all or part of a Booking after the Cancellation Date, The Green Directory is entitled to payment in full for the Booking.

4. Rates and Payment

4.1 The applicable rate for any Booking is the rate specified in the Confirmation Advice (or, in the absence of a Confirmation Advice, in the rate card for the applicable Publication as of the date of the Booking). Client must pay the applicable rate for a Booking to The Green Directory at the time of presentation of The Green Directory’s invoice for that Booking or on such later date as may be specified by The Green Directory.

4.2 Production costs are also payable by Client at The Green Directory’s standard rates from time to time where production costs are incurred on behalf of Client.

4.3 All The Green Directory rates or costs are inclusive of any applicable GST. The Green Directory will issue a tax invoice to Client in relation to any supply that is subject to GST. The amount of GST payable by Client shall be calculated by multiplying the GST exclusive sum payable for Services by the rate of GST applicable at the time of the supply. The terms “GST”, “supply” and “tax invoice” used in this clause shall have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.4 Time of payment of invoices by Client is of the essence. Without prejudice to any other remedy, The Green Directory may charge interest on any overdue payments at an annual rate equal to 2% per annum above the National Australia Bank Limited reference rate applicable to business loans under $100,000 as published from time to time (to accrue from day to day).

5. Conditions relating to Services

5.1 The Green Directory may, in its absolute discretion, refuse to accept any Advertising Material and cancel or reschedule any Booking or refuse to provide any Services. 5.2 A Booking must not be resold or sub-licensed by Client or used other than for Advertising Material referred to in the applicable Confirmation Advice. 5.3 The Green Directory makes no warranties in relation to proximity of Advertising Material in a Publication relative to Advertising Material relating to competing products or services.

5.4 Where, in connection with the provision of Services, The Green Directory provides creative services to Client, Client acknowledges that The Green Directory does so as agent for Client and that Client is solely responsible for the products of such creative services, including their compliance with applicable laws, regulations and codes of conduct.

6. Advertising Material Lodgement

6.1 Client must lodge Advertising Material that complies with the Advertising Material Lodgement Requirements.

6.2 If Advertising Material is not lodged as required by The Green Directory, The Green Directory is entitled to payment for the Booking and may, at its election, use Advertising Material previously provided by Client or cancel the Booking.

6.3 The Green Directory reserves the right to place the word “advertisement”, “promotion” or similar wording within or adjacent to any Advertising Material which, in The Green Directory ‘s opinion, resembles editorial material.

6.4 No responsibility is taken by The Green Directory for any Advertising Material or associated materials left uncollected after 3 months from the date of publication of the Advertising Material.

7. Warranties

7.1 Client warrants to The Green Directory that Advertising Material lodged with The Green Directory (whether or not The Green Directory provided creative services in relation to that Advertising Material:

(a) complies with all laws, statutes, regulations, codes of practice and any standards applicable to publication of the Advertising Material and determined by any relevant regulatory agency or industry self-regulatory body;

(b) complies with any standard, guideline or requirement specified by The Green Directory and notified to Client from time to time;

(c) does not infringe copyright, trademark, obligations of confidentiality or other legal rights of any person;

(d) is not false or misleading and is true in substance and in fact;

(e) without limiting the above, does not infringe the Trade Practices Act 1974 (Cth) or the Fair Trading Act 1986 (NZ) or the Therapeutic Goods ACT 1989 (Cth), the Therapeutic Goods Regulations, the Therapeutic Goods Advertising Code operating in Australia or similar laws, regulations and codes operating in New Zealand; and

(f) does not contain anything which may give rise to any cause of action by a third party against The Green Directory, including without limitation material which is defamatory or obscene or which otherwise causes injury or damage to any person.

7.2 Client warrants to The Green Directory that Client is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party in relation to Client’s dealings with The Green Directory.

8. Indemnity

Client indemnifies The Green Directory, its officers, employees, agents and affiliates (and their employees and agents) against any action, claim, loss, expense or cost, suffered or incurred, whether directly or indirectly, by The Green Directory, its officers, employees, agents and affiliates (and their employees and agents) as a result of any breach by Client of these terms (including the warranties in clause 7) or otherwise (including in connection with recovering any amounts owed to The Green Directory by Client) arising from publication of Advertising Material or cancellation of or failure to publish any Advertising Material or otherwise in connection with such advertising.

9. Liability

9.1 The Green Directory (and its officers, employees, agents and affiliates) is not liable under these terms or otherwise in law for any indirect, special, economic or consequential loss or damage suffered or incurred by Client (or any other person) or loss of revenue, profit, goodwill, data or opportunity or loss of anticipated saving whether caused by negligence or otherwise and whether or not The Green Directory was aware or should have been aware of the possibility of such damage.

9.2 To the extent permitted by law, all representations, conditions and warranties, whether based in statute, common law or otherwise, are excluded. Liability of The Green Directory for any breach of a term or condition whether implied by law or otherwise is limited, at The Green Directory’s option, to the supply of the Service (or part thereof) again or the payment for the cost of having the Service (or part thereof) supplied again.

9.3 The Green Directory is not liable for any delay or failure to perform the Services which is due to any act of God, revolution, unlawful act against public order or authority, breakdown of plant, industrial dispute, government or legal restraint or any event not within the reasonable control of The Green Directory.

10. Credit

10.1 The Green Directory may, at any time and in its absolute discretion, cancel, alter or suspend any credit terms (if applicable) when, in The Green Directory’s opinion, the financial condition of Client or the status of Client’s account requires it and Client agrees to pay on demand all sums owing in connection with any credit facility in the event the credit facility is suspended or cancelled.

10.2 If The Green Directory grants any credit facility to Client, Client agrees that a demand purporting to be signed on behalf of THE GREEN DIRECTORY identifying unpaid amounts is conclusive evidence that such amounts are payable and unpaid.

10.3 Client agrees that:

(a) each Booking it makes shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and

(b) when any Booking is made, Client shall inform The Green Directory of any facts which might reasonably affect any decision to accept the Booking and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of The Green Directory and to be unconscionable, misleading and deceptive.

11. General

11.1 These terms and any agreement between Client and The Green Directory are governed by the laws of South Australia and each party submits to the jurisdiction of courts exercising jurisdiction in that State.

11.2 These terms bind The Green Directory and Client and their respective successors.

11.3 The invalidity or unenforceability of any provision of these terms does not affect the validity or enforceability of the remaining provisions.

12. Definitions

In these terms, unless the context otherwise requires:

The Green Directory means each of The Green Directory ABN 87 697 880 475 and any affiliate for which The Green Directory accepts Bookings;

The Green Directory’s Website means the website located at www.thegreendirectory.com.au;

Advertising Material means advertising material and any promotional or other material provided to The Green Directory by or on behalf of Client (whether or not produced with the creative assistance of The Green Directory), including inserts, onserts, band-ons, business reply cards, tip-ons, samples and scents;

Advertising Material Lodgement Requirements means the requirements for lodgement of Advertising Material with The Green Directory as specified on The Green Directory’s Website or otherwise specified by The Green Directory from time to time.

Booking means a written or verbal order from Client to The Green Directory requesting the provision of Services;

Cancellation Date means the cancellation date applicable to a Publication as specified on The Green Directory’s Website or otherwise specified by The Green Directory from time to time;

Client means any person who places a Booking or to whom The Green Directory supplies Services;

Publication means a publication with which The Green Directory is associated; and

Services mean the provision to Client by or on behalf of The Green Directory of advertising opportunities, including advertorials, in a Publication.

13. Other Conditions

13.1 The advertiser agrees not to advertise in any False or Misleading manner and that they will not engage is any Unconscionable Conduct towards customers referred to them from "The Green Book" or “The Green Directory”. Failure to comply with these conditions by the advertiser may see their advertising suspended, pending termination, effective immediately.

13.2 The advertiser agrees not to sell or promote any copyrighted or trademarked or other Intellectual Property service or product for which they do not have any legal right to do so. Complaint from the Intellectual Property owner will see the Advertisers contract terminated immediately.