1. Definitions

   1. ABN means Australian Business Number.

   2. Ad Copy Deadline is the final date by which all Advertiser Content for the Community Magazine must be provided to Little Aussie.

   3. Advertiser (you, your) means the Business and person specified on the Booking Schedule.

   4. Advertiser Content refers to any of the following which is used to promote an Advertiser on Community Platforms including:

   5. 1. magazine artwork, profile pictures, special offers, general images, Advertiser's business logo and/or trademark, QR Codes and written descriptions

      2. testimonials collected from Customers in relation to any services provided by an Advertiser

      3. contact information such as phone numbers, email addresses, Advertiser website URLs and the address of an Advertiser’s physical premises

   6. Agreement means these terms and conditions and includes the documents referred to in clause 2(b).

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

   8. Booking refers to the Community Area(s) the Advertiser Content will be published in, for each Booking Period, as specified in the Booking Schedule.

   9. Booking Period means 2 months, typically from the 1st of a month to the end of the following month.

   10. Booking Schedule means the document (whether in electronic or paper form) which sets out the specific details of the Services to be provided, including Community Area(s), Service Fees, Category, Business Location, relevant dates including Ad Copy Deadlines, and any other applicable terms,

   11. Business means the operations, activities, and affairs conducted by a person, company, or other entity in the course of providing goods or services for profit or gain.

   12. Business Day means a day on which banks are open for business in Perth, Western Australia, other than a Saturday, Sunday or public holiday in that city.

   13. Business Location refers to suburb specified in the Booking Schedule from which the Advertiser operates its Business for the purpose of identifying local Community Area eligibility, and compliance with Local Booking Requirements.

   14. Call Reporting means the report provided to Advertisers who use a unique phone number (issued by Little Aussie and diverted to the Advertiser) in their Advertiser Content. Little Aussie measures, records and reports the incoming calls to the Advertiser resulting from the Services we provide.

   15. Category means the classification of the  Business according to the services they provide, as defined by Little Aussie Category Content Guidelines.

   16. Category Content Guidelines, often referred to as category fact sheet, informs written descriptions for each business Category and all Advertiser Content to ensure Bookings per Category are maintained across each Community Area and Community Platform.

   17. Change of Control means in relation to a party, the occurrence of any of the following:

   18. 1. the sale of all or substantially all of that party’s assets;

       2. a change in the shareholding of the party or the party’s holding company that results in a different person or group of persons having control of the composition of the board of directors or more than 50% of the shares giving a right to vote at general meetings.

   19. Code of Conduct refers to the code of conduct specified in Schedule 1

   20. Commencement Date is the date stated in the Booking Schedule indicating the exact day, month and year the Advertiser signed the Booking Schedule.

   21. Community Area is a collection of suburb(s) within a defined geographical area to which Community Platforms are delivered, as stated in the Booking Schedule or as otherwise notified to the Advertiser.

   22. Community Email means the periodic email distributed by Little Aussie to residents within a Community Area

   23. Community Magazine means the printed publication produced by Little Aussie, and distributed to a Community Area, 6 times a year (every 2 months).

   24. Community Website means the online Community Platform, including all related web pages, content, applications, and functionality, owned, operated, or managed by Little Aussie accessible via https://www.littleaussie.com.au.

   25. Community Platforms include the Community Magazine, Community Website, Community Email and other platforms established by Little Aussie, to which Advertiser Content is published.

   26. Confidential Information has the meaning given in clause 11.1(a).

   27. Confirmed Booking Schedule means the signed acceptance by the Advertiser, of the details provided in the Booking Schedule, and forms part of the binding Agreement between the parties.

   28. Contact Person has the meaning given in clause 3.3(a)(iv).

   29. Customer means any resident who engages the Advertiser through the use of Little Aussie Community Platforms.

   30. Customer Complaints means any expression of dissatisfaction, whether oral or written, made by or on behalf of a ‘Customer’ in connection with the goods or services supplied by the Advertiser, including (but not limited to) concerns regarding service quality, delays, pricing, conduct of personnel or failure to meet agreed standards or obligations.

   31. Data Incident means any actual or suspected event involving unauthorised access to, unauthorised disclosure of, loss of, or interference with Personal Information or other Confidential Information, including any incident that compromises the availability, integrity, or confidentiality of data, software, systems and networks.

   32. Force Majeure Event has the meaning given in clause 16.1.

   33. GST means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related legislation and regulations, as amended from time to time.

   34. Insolvency Event the occurrence of any one or more of the following events in relation to a party:

   35. 1. it is insolvent as defined by section 95A of the Corporations Act 2001 (Cth) as disclosed in its accounts or otherwise, states that it is insolvent, is presumed to be insolvent under an applicable law or otherwise is, or states that it is, unable to pay all its debts as and when they become due and payable;

       2. any step is taken to appoint a receiver, a receiver and manager, a liquidator or a provisional liquidator or other like person to it or any of its assets, operations or business;

       3. a controller or an administrator is appointed to it under the Corporations Act 2001 (Cth);

       4. an application is made to a court for an order, or an order is made, that it be wound up, declared bankrupt or that a provisional liquidator, receiver or receiver and manager be appointed, and that application is not withdrawn, struck out or dismissed within 15 Business Days of it being made;

       5. any step is taken to enter into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;

       6. it proposes a winding-up, dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

       7. it ceases to carry on business or threatens to do so, other than in accordance with the terms of this Agreement; or

       8. anything that occurs under the law of any jurisdiction which has a substantially similar effect to any of the events set out in paragraphs (a) to (h) of this definition.

   36. Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trademarks, the right to sue for passing off and rights to use, and protect the confidentiality of, Confidential Information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.

   37. Issue refers to a specific edition of Little Aussie’s Community Magazine and associated Community Platforms scheduled for publication within a defined timeframe.

   38. Local Booking Requirements means the nominated Business Location, as specified on the Booking Schedule must be in, or in proximity to, the Community Area(s) in which the Advertiser Content is published.

   39. Mandatory Policies are specific standards, requirements, and obligations, that Advertisers agree to comply with when using Community Platforms. These include Local Booking Requirements and Category Content Guidelines.

   40. Notice has the meaning given in clause 18(a).

   41. Optional Terms means the additional terms specified in Schedule 2 which apply to the Advertiser only if expressly specified as applicable in the Confirmed Booking Schedule.

   42. Personal Information has the meaning given in section 6(1) of the Privacy Act and includes any information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information is recorded in a material form or not.

   43. Personnel means all employees, officers, contractors, agents, consultants, and representatives of a party.

   44. Privacy Act means the Privacy Act 1988 (Cth).

   45. Service Fees means all fees payable by the Advertiser pursuant to this agreement (as stated in the Confirmed Booking Schedule or as otherwise notified to the Advertiser).

   46. Services means the work and obligations to be performed or supplied by Little Aussie, expressly specified in the Confirmed Booking Schedule.

   47. Term has the meaning given in clause 4.

2. Interpretation

   In this Agreement the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

   1. headings and subheadings are for convenience only and do not affect the interpretation of this Agreement;

   2. references to clauses, Schedules, annexures, appendices, attachments and exhibits are references to the clauses of, and the Schedules, annexures, appendices, attachments and exhibits to, this Agreement;

   3. references to parties are references to the parties to this Agreement;

   4. references to a party to any agreement or document include that party's permitted assignees and successors, including executors and administrators and legal representatives;

   5. words denoting the singular include the plural and words denoting the plural include the singular;

   6. the word “person” includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any government agency;

   7. a reference to any agreement or document (including this Agreement) includes any amendments to or replacements of that document;

   8. a reference to a law includes legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them, any constitutional provision, treaty or decree, any judgment and any rule or principle of common law or equity, and is a reference to that law as amended, consolidated, re-enacted, replaced or applied to new or different facts;

   9. any promise, agreement, representation or warranty given or entered into on the part of two (2) or more persons is for the benefit of them and binds them jointly and each of them severally;

   10. no provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement;

   11. if a period of time begins on a given day or the day of an act or event, it is to be calculated exclusive of that day;

   12. a reference to time is a reference to Perth, Western Australia, time unless otherwise specified;

   13. if any act is required to be performed under this Agreement by a party on or by a specified day and the act is performed after 5.00 pm on that day, the act is deemed to be performed on the next day;

   14. if any act is required to be performed under this Agreement on or by a specified day and that day is not a Business Day, the act must be performed on or by the next Business Day;

   15. a reference to dollars or $ is a reference to Australian dollars;

   16. the terms “including”, “for example” or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary;

   17. a reference to writing or written includes email.

1. 1. This Agreement applies to the provision of Services to the Advertiser by Little Aussie, as specified and agreed in the Confirmed Booking Schedule.

   2. This Agreement comprises:

      1. the Terms & Conditions (including the Code of Conduct set out in Schedule 1)

      2. the Confirmed Booking Schedule;

      3. all other documents annexed to any Confirmed Booking Schedule or specifically incorporated by reference to the Optional Terms set out in Schedule 2.

   3. If there is any conflict or inconsistency between the documents constituting the Agreement, unless otherwise provided, the documents will rank in order of precedence in accordance with the order in which they are listed in clause 2(b).

1. Requesting Services – Advertiser Enquiry

   1. The Advertiser may enquire or request Little Aussie to provide the Services via Little Aussie’s website, email, phone or referral.  

   2. Little Aussie will confirm by email receipt of the Advertiser Enquiry.

   3. Following an assessment of suitability, Little Aussie will then contact the Advertiser to confirm their Business Location, Category and arrange a meeting for more detailed discussions.

2. Free Trial

   1. Little Aussie may offer Advertisers a free trial to access all or some of Little Aussie’s Services. The details, including specified timeframe, will be confirmed by email.

3. Offer and acceptance of Services

   1. Little Aussie will provide the Advertiser with a Booking Schedule for the Advertiser’s approval, which outlines the Booking including:

      1. Community Area(s);

      2. Booking Period;

      3. the scope of the Services and terms of delivery;

      4. details of the Advertiser’s key contact for the purposes of this Agreement Contact Person; Business Location, ABN and Nominated Business Number (for Call Reporting purposes, if relevant)

      5. the Service Fees and payment method;

      6. the Optional Terms (if any);

   2. The offer contained in the Booking Schedule issued by Little Aussie remains open for acceptance by the Advertiser until the Ad Copy Deadline of the next unpublished Community Magazine

   3. The Booking Schedule will be deemed to have been accepted by the Advertiser taking any of the following actions:

      • returning a signed copy of the Booking Schedule to Little Aussie;

      • confirming acceptance in writing (including by email);

      • confirming acceptance verbally (including by telephone); or

      • continuing its advertisement on any of the Community Platforms.

   4. Upon acceptance by the Advertiser, the Confirmed Booking Schedule forms part of a binding Agreement governed by these terms.

   5. If the Advertiser does not accept or expressly rejects the Booking Schedule within the period specified in clause 3.3(b), the offer contained in the Booking Schedule will lapse and no longer be capable of acceptance.

   6. If the Advertiser requests modifications to the Booking Schedule within the acceptance period, specified in clause 3.3(b), Little Aussie will, to the extent reasonably and practicably possible, issue a revised or new Booking Schedule reflecting those requested changes.

1. Service Fees

   1. The Advertiser agrees to pay the amount specified in the confirmed Booking Schedule, and in accordance with this Agreement.

   2. Unless expressly stated to the contrary, all amounts expressed in this Agreement (including Service Fees) are exclusive of GST. Where GST is payable in respect of some or all of the Services, you must pay us such additional amounts in respect of GST, at the applicable rate, at the same time as you pay the Service Fees.

2. Payment

   1. Advertisers will be invoiced in advance for each Booking Period (i.e. 2 months) with payments split in two equal amounts and deducted MONTHLY.

   2. Payments will be debited MONTHLY, by direct debit authority or as agreed in writing with Little Aussie Communities.

   3. In the event of a failed automatic payment deduction, Little Aussie will notify the Advertiser and reprocess the payment 4 Business Days from the initial attempt date. For agreed alternate payment methods, payment will be reprocessed 2 Business Days from the initial attempt.

3. Disputed payments and invoices

   1. Disputes in relation to any invoice or other statement of monies or payment due under this Agreement are to be dealt with in accordance with the process set out at clause 15.

   2. Where only part of an invoice or payment due is disputed, the undisputed amount must be paid by the due date.

4. Recover of enforcement

   If the Advertiser fails to pay any undisputed amount due and payable under this Agreement, the Advertiser agrees Little Aussie is authorised to deduct any reasonable costs and expenses incurred in seeking to recover the overdue amount. This may include, but is not limited to, reasonable debt collection agency fees and legal costs, provided those costs are actually incurred and directly related to the enforcement of your payment obligations under this agreement.

5. Set-off

   Each party to this Agreement is authorised to deduct any amount due and payable by the other party from amounts otherwise due and payable to that other party under or in connection with this Agreement. Any exercise by a party of its rights under this clause does not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

1. Provision of Services

   1. In consideration for the Service Fees, Little Aussie will provide the Services, in accordance with the specifications set out in the Confirmed Booking Schedule and this Agreement. The Advertiser acknowledges and agrees that Little Aussie may appoint subcontractors to perform certain works relating to the Services under this Agreement, for example magazine distribution.

   2. Little Aussie will use all reasonable endeavours to meet the dates specified in the Confirmed Booking Schedule, but any such dates are estimates only and failure to perform the Services by such dates will not amount to a material breach of this Agreement.

   3. If the Advertiser fails to provide the Advertiser Content to Little Aussie before the Ad Copy Deadline, Little Aussie will not be held responsible for any consequent failure to publish your Content in accordance with the agreed timeframes.

2. Production and publication of Advertiser Content

   1. All Advertiser Content will be produced by Little Aussie to ensure it complies with Little Aussie’s:

      1. Category Content Guidelines; and

      2. Little Aussie’s writing & design style

   2. Prior to the first publication of Advertiser Content, Little Aussie will take reasonable steps to confirm its accuracy with the Advertiser:

   3. Unless otherwise specified in the Confirmed Booking Schedule, the Advertiser acknowledges and agrees that Little Aussie retains complete editorial control over the Community Platforms and may:

      1. refuse to include, or amend Advertiser Content at any time;

      2. remove Advertiser Content at any time;

      3. position Advertiser Content as it sees fit;

      4. make any other changes to ensure Advertiser Content and Community Platforms comply with any laws or regulations relating to advertising.

   4. To the extent permitted by law, Little Aussie will not be liable for:

      1. any errors or omissions contained in the Advertiser Content published to the Community Platforms;

      2. any failure by the Advertiser to obtain the appropriate authorities from the subject, owner or both, of any content published;

      3. any loss or damage arising from the Little Aussie’s failure to publish Advertiser Content in accordance with the Advertiser’s preference unless Little Aussie expressly agreed in the Confirmed Booking Schedule

1. General

   1. The Advertiser warrants and agrees that, for the duration of the Term, it will:

   2. comply with:

      1. this Agreement, including the Code of Conduct, Optional Terms and any Mandatory Policies;

      2. all applicable laws, statutes, regulations, regulatory policies, guidelines or industry codes in relation to its business, its Business Location and its dealings with Customers;

   3. cooperate with Little Aussie and our Personnel in a manner that promotes the best interests of Little Aussie and its Community Platforms;

   4. provide Little Aussie with such information and materials (including Advertising Content) as reasonably required by Little Aussie to provide the Services, and ensure that such information is complete and accurate in all material respects;

   5. notify Little Aussie as soon as practicable (and in any case no more than 14 days) in writing of any change to the Advertiser’s:

      1. Business; such as licencing or business registration changes, change of business name, or change of services offered;

      2. Business Location;

      3. Contact Person and/or contact information;

      4. Person(s) used to represent their business in Advertiser Content (such as profile images)

   6. promptly and satisfactorily respond to any complaint raised or brought to the attention of Little Aussie

2. Booking Arrangements

   1. The Advertiser warrants and agrees that, for the duration of this Agreement, it will:

      1. ensure its Business Location remains as specified in the Confirmed Booking Schedule;

   2. notify Little Aussie (as soon as practicable) of any changes to its Business Location; and

   3. ensure its ABN is current.

3. Advertiser Content

   1. The Advertiser warrants and agrees to ensure that, in relation to any Advertiser Content provided to Little Aussie will:

      1. not be false or misleading, misleading or deceptive, or likely to mislead or deceive;

      2. not breach the Competition and Consumer Act 2010 (Cth) (including any breaches or non-compliance with the Australian Consumer Law) and any other applicable law, statutes, regulations, regulatory policies, guidelines or industry codes (including any laws relating to trade promotions);

      3. not breach any third party Intellectual Property Rights including copyright, trademarks and any moral rights; and

      4. not breach any other contractual or proprietary rights of third parties.

   2. The Advertiser agrees to:

      1. regularly review their Content published on the Community Platforms;

      2. notify Little Aussie of any errors or omissions as soon as possible.

1. Changes to Advertiser Content  

   1. You must notify Little Aussie of any changes you wish to make to your Advertiser Content in accordance with the Ad Copy Deadlines provided in the Confirmed Booking Schedule and as detailed in Little Aussie’s communications to Advertisers.

   2. Little Aussie reserves the right to refuse or amend any Advertiser Content that is requested if it does not comply with clause 7.3 and

      1. Category Content Guidelines;

      2. exclusivity arrangements of Community Platforms; and

      3. Little Aussie’s writing style - consistent tone of voice and design

2. Requesting changes by phone and email

   1. Email

      1. Email your Account Manager any changes you would like made to your Advertiser Content.

      2. Depending on the change and Community Platform, your Account Manager will confirm the changes have been actioned.

   2. Phone

      1. Contact your Account Manager using the number provided to you.

      2. Your Account Manager will confirm the changes in writing by email, and/or confirm the changes have been actioned in writing by email.

1. Terms of the Agreement

   Little Aussie may amend the Terms of this Agreement (excluding Confirmed Booking Schedule) in accordance with the following procedure:  

   1. Little Aussie must give the Advertiser no less than 30 days’ Notice of any proposed amendments, specifying the date on which the amendments are intended to take effect.

   2. If the Advertiser confirms its agreement to the proposed amendments on or before the effective date specified in the Notice, the amendments will take effect from that date, and the Agreement (as varied) will be binding on the parties.

   3. If the Advertiser does not agree to the proposed amendments, the Advertiser must notify Little Aussie before the effective date specified in the Notice, otherwise the Advertiser will be deemed to have agreed to the proposed amendments.

2. Variations to Confirmed Booking Schedule

   1. By Little Aussie

      1. Little Aussie must provide at least 60 days’ Notice to the Advertiser of any material changes that would take effect for the forthcoming Booking Period, including without limitation, Community Area boundaries, exclusivity arrangements, distribution frequency or Category Content Guidelines.

      2. Little Aussie must provide at least 30 days’ Notice to the Advertiser of any changes to Service Fees that are not a direct consequence of a material change such as those described in clause 9.2 (a) (i), and that would take effect for the forthcoming Booking Period.

      3. If the Advertiser confirms its agreement to the proposed amendments on or before the effective date specified in the Notice, the amendments will take effect from that date specified in the Notice, and the Agreement (as varied) will be binding on the parties.

      4. If the Advertiser does not agree to the proposed amendments, the Advertiser must notify Little Aussie before the effective date specified in the Notice, otherwise the Advertiser will be deemed to have agreed to the proposed amendments.

   2. By the Advertiser

      The Advertiser may wish to amend the Confirmed Booking Schedule to change the Community Areas the Advertiser Content is published. To do so, the Advertiser

      1. Must provide Little Aussie with at least 30 days’ Notice prior to the Ad Copy Deadline.

1. Representations

   1. As at the Commencement Date, each party represents to the other party that:

      1. has a valid ABN;

      2. this Agreement has been validly executed by the party;

      3. it has the corporate power to enter into, and to perform all of its obligations under this Agreement;

      4. this Agreement constitutes valid and binding obligations of the party enforceable according to its terms; and

      5. there are no contracts in existence that would affect the party’s ability to perform its obligations under this Agreement.

   2. The Advertiser warrants that its business:  

      1. has a valid ABN for the Business Name used in Advertiser Content

      2. performs services and/or provides goods in accordance with all applicable law and industry standards;

      3. holds, and will maintain all licences and registrations relevant to its business activities being advertised on the Community Platforms; and

      4. has and will maintain appropriate insurances for the business activities being advertised on the Community Platforms.

   3. Little Aussie acknowledges that it enters into this Agreement in its capacity as trustee of a trust.Little Aussie acknowledges that it enters into this Agreement in its capacity as trustee of a trust.

   4. The express warranties set out in this Agreement are separate to each other and additional to any warranties implied by law, custom or usage.

   5. No obligation of a party or warranty given under this Agreement is to be read down by reference to any other warranty.

2. No assignment or transfer

   1. Little Aussie may assign or transfer its rights and obligations under this Agreement to another entity by providing the Advertiser with Notice of no less than 30 days.

   2. The Advertiser may only assign or transfer its rights or obligations under this Agreement to another person with Notice no less than 60 days and Little Aussie’s prior written consent. Non-compliance with this clause 10.2(b) will entitle Little Aussie to terminate this Agreement.

1. Confidential Information

   1. Confidential Information includes:

      1. any information of a confidential nature concerning the business, affairs, Advertisers, clients or suppliers of the other party or of any member of its Group, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and Advertiser lists; and

      2. the terms of this Agreement.

   2. Each party (recipient) must keep secret and confidential and not disclose any Confidential Information that is disclosed to the recipient by the other party or its Personnel, except:

      1. where the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of this clause 11.1(b) by the Recipient);

      2. as may be required by law, a court of competent jurisdiction, or any government agency or regulatory authority;

      3. where the disclosure is expressly permitted under this Agreement;

      4. if disclosure is made to the recipient’s Personnel to the extent necessary to enable the recipient to properly perform its obligations under this Agreement, in which case the recipient must ensure that its Personnel keep the information secret and confidential and do not disclose the information to any other person in accordance with this clause 11.1(b); or

      5. if the party to whom the information relates has consented in writing before the disclosure.

   3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party or are to be implied from this Agreement.

1. Handling Personal Information

   1. Little Aussie will ensure its collection, use, storage and disclosures of Personal Information in the course of or relating to this Agreement complies with the Privacy Act and Little Aussie’s Privacy Policy.

   2. The Advertiser will ensure its collection, use, storage and disclosures of Personal Information in the course of or relating to this Agreement complies with Little Aussie’s Privacy Policy.

   3. Each party must not disclose Personal Information:

      1. to the other party unless that information is necessary for the performance of the other party’s obligations under this Agreement; or

      2. to a person not located in Australia without the express written consent of the other party.

   4. Each party must ensure that its Personnel who are required to access or handle Personal Information in the course of this Agreement are made aware of the obligations set out in clause 12, and understands that it is responsible for the acts and omissions of its Personnel and a breach by such person is a breach of the relevant party.

2. Data Incidents

   If a party becomes aware, or there are reasonable grounds to suspect, that a Data Incident has occurred, the party must:

   1. immediately take reasonable steps, and bear any costs, of containing and resolving the Data Incident and preventing any further serious harm to affected individuals (for the avoidance of doubt, this obligation is ongoing);

   2. immediately notify the other party in writing stating the nature and details of the Data Incident, the specific Personal Information affected and actions taken (in accordance with clause 12.2(a));

   3. engage in regular open and good faith discussions with the other party regarding:

      1. the conduct and outcomes of its investigation into the Data Incident, unless such information is subject to a to any claim of privilege (including legal professional privilege); and

      2. its ongoing actions to contain and resolve the Data Incident and prevent any further serious harm to affected individuals at clause 12.2(a).

1. Pre-existing and independently created Intellectual Property Rights

   Subject to the other provisions of clause 13, a party’s Intellectual Property Rights remain the exclusive property of that party (or, where applicable, the third-party licensor from whom that party derives the right to use them). No rights or obligations in respect of a party’s Intellectual Property Rights other than those expressly stated in this Agreement are granted to the other party or are to be implied from this Agreement.

2. Intellectual Property Rights in the Advertiser Content

   1. In relation to the Advertiser Content, the Advertiser:
      

      1. grants to Little Aussie a limited non-exclusive, royalty-free, non-transferable licence to copy and modify the Advertiser Content for the Term for the sole purpose of providing the Services to the Advertiser.

3. Intellectual Property Rights - Community Platforms

   1. Little Aussie:

      1. and its licensors retain ownership of all Intellectual Property Rights in the Community Platforms, and

   2. Subject to Little Aussie’s express prior written consent, the Advertiser must not:

      1. reproduce, copy, modify or publish any material contained on the Community Platforms.

4. Promotions

   1. Subject to this clause 13.4, the Advertiser may not use the branding (including trademarks) of Little Aussie or their Advertiser Content without prior, written approval.

   2. Written approval from Little Aussie grants to the Advertiser a non-exclusive, revocable non-transferable licence to use Little Aussie’s Logo solely for the purpose granted with written approval.

5. Intellectual Property Rights Warranties

   1. Little Aussie

      1. warrants that the Services provided by Little Aussie in accordance with this Agreement will not infringe the rights, including any Intellectual Property Rights, of any third party; and

      2. indemnifies the Advertiser against any direct and reasonably foreseeable loss suffered or incurred by the Advertiser arising out of any claim made against the Advertiser for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of the receipt or use of Services in accordance with this Agreement, except to the extent caused, or contributed to, by the negligent act or omission, wilful misconduct or breach of this Agreement by the Advertiser;

   2. The Advertiser

      1. warrants that the receipt and use of the Advertiser Content by Little Aussie in accordance with this Agreement will not infringe the rights, including any Intellectual Property Rights, of any third party; and

      2. indemnifies Little Aussie against any direct and reasonably foreseeable loss suffered or incurred by Little Aussie arising out of any claim made against Little Aussie for actual or alleged infringement of a third party's Intellectual Property Rights arising out of the receipt or use of the Advertiser Content in accordance with this Agreement, except to the extent caused, or contributed to, by the negligent act or omission, wilful misconduct or breach of this Agreement by Little Aussie.

1. 1. If a dispute arises out of or in connection with this Agreement, or the performance, validity or enforceability of it (dispute) then the parties must first comply with the relevant process set out in clause 15.

   2. A party may serve the other party with a written Notice of dispute, setting out its nature and full particulars (dispute notice), together with relevant supporting documents.

   3. For all disputes the parties must first comply with the relevant process set out in this clause 15(c):

      1. on receipt of a dispute notice, the parties must nominate a representative (who is a senior officer of the party);

      2. within ten (10) Business Days of the dispute notice, the senior officers must arrange a time to meet and attempt in good faith to resolve the dispute;

      3. if the senior officers are unable to resolve the dispute within 20 Business Days of service of the dispute notice, a party to the dispute may then commence court or arbitration proceedings in respect of the dispute.

   4. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

   5. Nothing in this clause 15 is intended to:
      

      1. prevent any party from seeking urgent injunctive or similar relief; or

      2. affect any other rights or obligations of the parties arising out of or in connection with this Agreement.

1. Force Majeure Event

   In this Agreement, a Force Majeure Event means any event or circumstance that:

   1. is not within a party’s reasonably control;

   2. cannot reasonably be prevented by a party taking reasonable precautions and cannot reasonably be circumvented by that party; and

   3. prevents, hinders or delays a party from performing any of its obligations under this Agreement,
      

      including, without limitation:

   4. any act of God, flood, bushfire, drought, earthquake, landslide, storm, lightning strike, cyclone or other natural disaster;

   5. an epidemic, pandemic or other public health and safety emergency as characterised by the Australian Government Department of Health;

   6. terrorist attack, civil war, civil commotion or riots;

   7. any relevant law coming into force after the date of this Agreement, or any action taken by a Government Agency

   8. non-performance by suppliers or subcontractors;

   9. collapse of buildings, fire, explosion or accident (other than in the case of a party's fraud, negligence or wilful misconduct); and

   10. interruption, material reduction in the rate of, or failure of any utility service (other than where the interruption, reduction or failure of that utility service is caused by an act or omission of the party seeking to rely on this clause 16.1).

2. Notice of Force Majeure Event and duty to mitigate

   If a party is impacted by a Force Majeure Event (affected party), the affected party must:

   1. as soon as is reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of:

      1. the nature and particulars of the Force Majeure Event;

      2. the date on which the Force Majeure Event started;

      3. the likely or potential duration of the Force Majeure Event; and

      4. the effect of the Force Majeure Event on the affected party’s ability to perform any of its obligations under this Agreement; and

   2. use all reasonable endeavours to remedy, mitigate or minimise the effect of the Force Majeure Event on the performance of its obligations.

3. Suspension of Obligations

   1. Provided it has complied with clause 16.2, if the affected party is prevented from performing any of its obligations under this Agreement by a Force Majeure Event:

      1. the affected party will not be in breach of this Agreement or otherwise liable for any such failure in the performance of those obligations to the extent that the failure is directly caused by the Force Majeure Event; and

      2. the relevant obligations will be suspended, and the time for performance of such obligations will be extended, until the time that those obligations are no longer affected by the Force Majeure Event.

   2. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the affected party.

   3. The performance of the affected obligations must be resumed as soon as practicable after such Force Majeure Event is removed or has ceased.

4. Termination Right

   If the Force Majeure Event prevents the affected party’s performance of its obligations for a continuous period of more than 60 days, the party not affected by the Force Majeure Event may terminate this Agreement by giving 30 days written Notice to the affected party.

1. Termination for convenience

   1. Either party may terminate this Agreement by providing the other party with no less than 30 days’ written Notice, prior to the Ad Copy Deadline of the forthcoming Community Magazine.

2. Termination for breach

   1. A party may terminate this Agreement with immediate effect by giving written Notice to the other party if, the other party:

      1. commits a material breach this Agreement;

      2. commits a breach of this Agreement and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 Business Days after being notified in writing to do so;

      3. fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 90 days after being notified in writing to make such payment (if an amount is disputed the parties must follow the dispute resolution process at clause 15);

      4. repeatedly breaches any of the terms of this Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

      5. engages in conduct which is unlawful or is guilty of fraud or any other serious misconduct;

      6. suffers an Insolvency Event;

      7. has a change of Business Location from that specified on the Confirmed Booking Schedule which affects the Advertiser’s ability to comply with Local Booking Requirements and/or exclusivity arrangements.

      8. has a Change of Control; or

      9. is prevented by a Force Majeure Event from performing its obligations under this Agreement subject to clause 16.4.

   2. Little Aussie may terminate this Agreement with immediate effect by giving written Notice to the Advertiser if, the Advertiser:

      1. engages in conduct which is contrary to the Code of Conduct;

      2. its Business, or Employees are the subject of Customer Complaints which

         • (A) breach the Code of Conduct

         • (B) is, in Little Aussie’s reasonable opinion capable of being resolved and the Advertiser is unwilling to do so.

3. Suspension of Services

   Without limiting its other rights or remedies, Little Aussie may suspend provision of all Services under this Agreement with immediate effect by written Notice, if:

   1. an Insolvency Event occurs in relation to the Advertiser;

   2. Little Aussie reasonably believes that the Advertiser is about to become subject to an Insolvency Event; or

   3. if the Advertiser fails to pay any amount due under this Agreement on the due date for payment.

4. Parties’ obligations following expiry or termination

   1. Within 60 Business Days following the termination of this Agreement (or immediately if this Agreement is terminated for material breach under clause 17.2(a)(i), each party must:

      1. engages in conduct which is contrary to the Code of Conduct;

   2. Where the Advertiser terminates this Agreement for convenience under clause 17.1 or due to the Advertiser’s breach under clauses 17.2(a) or 17.2(b), Little Aussie will refund any prepaid Service Fees for Services not provided in part or in full as at the effective date of termination, minus:

      1. a reasonable amount reflecting the value of Services already delivered;

      2. any unavoidable costs directly incurred in connection with the Services or the termination of the Agreement; and

   3. Where Little Aussie terminates the Agreement for convenience under clause 17.1 or due to Little Aussie’s breach under clause 17.2(a), the Advertiser is entitled to a refund of any prepaid Service Fees for which no Services have been provided up to and including the date of termination.

5. Rights, remedies, obligations and liabilities on termination

   Expiry of the Term or termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of expiry or earlier termination, including the right to claim damages for any breach of this Agreement that existed at or before the date of expiry or termination.

6. Survival of obligations

   The following clauses survive expiry of the Term or earlier termination of this Agreement, together with any other term which by its nature is intended to do so, clause 11 (Confidentiality), 12 (Privacy), 13 (Intellectual Property Rights), 14 (Limitation of liability), 15 (Dispute resolution), 17 (Termination and suspension), 18 (Notices) and 19 (General Provisions).

1. 1. A Notice or other communication to a party under this Agreement must be:

      1. in writing and in English;

      2. signed by the sender or a person authorised to sign on behalf of the sender; and

      3. addressed to that party in accordance with the details shown in the Booking Form or any alternative details given in writing to the sending party.

   2. A Notice will be regarded as given and received as follows:

      1. by hand to the nominated address, at the time it is delivered to the nominated address (or if delivery occurs after 5.00 pm on a Business Day (recipient’s time), the Notice will instead be regarded as given and received at 9.00 am on the following Business Day);

      2. by pre-paid post to the nominated address, at 9.00 am (recipient’s time) on the fifth (5th) Business Day after the date of posting;

      3. by email to the nominated email address, where the email is sent:

         • (A) on a Business Day – five (5) hours after the time sent (as recorded on the device from which the sender sent the email); or

         • (B) on a day other than a Business Day – at 9.00am on the following Business Day,

           unless the sender receives an automated message that the email has not been delivered.

General Provisions

1. Entire Agreement

   1. This Agreement states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.

   2. No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in this Agreement.

   3. To the extent permitted by law, no other terms are implied into this Agreement by trade, custom, practice or course of dealing.

2. Relationship to parties

   Nothing in this Agreement:

   1. creates or constitutes a relationship of employer and employee, principal and agent, trustee and beneficiary or of partnership or joint venture between the parties;

   2. gives a party authority to bind any other party in any way; or

   3. imposes any fiduciary duties on a party in relation to any other party.

3. Further Action

   Each party must at its own expense do all things (including completing and signing all documents) reasonably requested by the other party that are necessary to:

   1. bind the party and any other person intended to be bound by this Agreement;

   2. gives a party authority to bind any other party in any way; or

   3. give full effect to this Agreement and the transactions contemplated by this Agreement,

      and use reasonable endeavours to procure that any third parties do the same.

4. Costs

   Except as expressly provided in this Agreement, each party must pay its own costs incurred in connection with:

   1. the negotiation, preparation and execution of this Agreement and any documents referred to in it; and

   2. performing its obligations under this Agreement.

5. Governing law and jurisdiction

   1. This Agreement is governed by the law in force in Western Australia

   2. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in Western Australia in respect of any proceedings arising out of or in connection with this Agreement.

6. Counterparts

   This Agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute this Agreement by signing any counterpart. The date on which the last counterpart is executed is the date of this Agreement.

7. No merger

   On expiry of the Term or termination of this Agreement, the rights and obligations of the parties set out in this Agreement will not merge and any provision that has not been fulfilled remains in force.

8. No waiver

   1. No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Agreement unless the other party expressly grants a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

   2. Words or conduct referred to in clause 19.8(a) include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

9. Severability

   1. If the whole or any part of a provision of this Agreement is or becomes invalid or unenforceable under any relevant law, it is severed to the extent that it is invalid or unenforceable and whether it is in severable terms or not

   2. Clause 19.9(a) does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under this Agreement.

10. Remedies cumulative

    Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of this Agreement.