1. Definitions

"Clients": refers to companies making entries or taking advertising space in the online:- The Organics Directory.
"Online Directory": the organics directory website and its contents.
"Free listing": unpaid completely free listing .
"Listings & Entries" : the paid entry relating to businesses and services in the Online Directory and associated regional leaflets.
"Advertisements": the advertisement, banner advertisement, press release or other paid for promotion bearing the Customer Branding which the client wishes to appear in the online directory.
"Customer branding": the branding of the client that may appear in the Advertisement.
"Agreement": the agreement between the organics directory and the customer on these terms and conditions and any special conditions.
"Copy": style and layout of firms’ entry details in the Online Directory.
"Duration": period for which the entry will appear in the Online Directory.
"Charge": cost payable by Firms for their entry in the Online Directory.
"Printed directory": the associated regional leaflets produced via the Online Directory.
"Unacceptable": in respect of any entry or advertisement, meaning that it is inaccurate, contravenes any law or code of practice or conduct, infringes on intellectual property rights of another, is abusive, immoral, defamatory or otherwise likely to offend users of the Online Directory
"Organic", "Biodynamic", refers to certified organic products & produce only unless referring in general terms to services, places and information.
"Certified Organic" or "Biodynamic": means certified by a recognized organic certification agency that complies or has equivalence to the Australian national Organic Standards, EU or USDA standards, IFOAM.

2. Agreement

By completing an entry and or listing form into the Online Directory, the customer accepts these terms and authorises the organics directory to publish clients’ entries in the Online Directory.

3. Obligations of Clients

3.1 To pay price within terms specified on receipt of a GST invoice from The Organics Directory
3.2 To indemnify The Organics Directory against all losses, costs, claims, damages or other expenses that The Organics Directory incurs as a result of breach by the client of any of these terms, or as a result of any third party claims which The Organics Directory receives as a result of the entries or advertisements.
3.3 To acknowledge that The Organics Directory retains full editorial control over all advertisements and entries and that The Organics Directory will own all copyright in the advertisements and entries, save that The Organics Directory shall not own any customer branding.
3.4 To provide all materials for the advertisements and entries (including, without limitation, GIF, EPS and JPEG files) in accordance with the procedures required by The Organics Directory from time to time.
3.5 To update any free or adverting if certification status is changed.

4. Obligations of The Organics Directory Limited

4.1 To use reasonable endeavours to ensure that advertisements and entries feature in the Online Directory for the specified duration.
4.2 To use reasonable endeavours to ensure that the Online Directory is accessible to users of the World Wide Web 24 hours a day, though The Organics Directory at any time or for any period.
4.3 The Organics Directory does not guarantee any levels of response to advertisements and entries.

5. Rights of The Organics Directory

5.1 The client warrants that the advertisement is not unacceptable. If The Organics Directory at any time considers that any advertisements or entries is unacceptable, The Organics Directory may remove the advertisement and entry from the Online Directory. In this case The Organics Directory will not refund any part of the charge to the clients.
5.2 The Customer warrants that the customer branding will not infringe the intellectual property rights of any third party.
5.3 The Organics Directory reserves the right to change the format, style and layout of the Online Directory as and when it sees fit.
5.4 The Organics Directory reserves the right to terminate this contract with immediate effect by giving written notice of this to the clients.
5.5 The Organics Directory reserve the right to remove entries from the online directory, if payment is not received within the specified terms.

6. Cancellations

6.1 Once an entry is confirmed by a firm any cancellations must be received with 14 days. Cancellations received after this period will be liable to the full entry fee.
6.2 No refund or credit will be given for cancellations received after an advertisement or entry has appeared. The clients will remain liable for the charge in such circumstances.

7. Liability

7.1 The Organics Directory be liable to the clients for any indirect or consequential losses or damage suffered by the clients including (without limitation) any loss of profits, contracts, revenue, goodwill, business, savings or opportunity irrespective of whether The Organics Directory knew or should have known of the possibility of that loss.
7.2 The Organics Directory shall not be liable for any losses, damages, expenses (including, without limitation, any costs of finding replacement advertising space) suffered or incurred by the clients as a result of the Online Directory not being accessible to users of the world wide web for any period of time.
7.3 Nothing in these terms and conditions shall operate to limit the liability of either party for any death or personal injury caused by its negligence or that of its employees. In all other events the limit of The Organics Directory liability for any losses, expenses or damages incurred by the Customer or Firms in relation to this agreement (whether on tort, contract or otherwise) shall be equal to the price paid by the clients to The Organics Directory under this agreement.
7.4 The Organics Directory shall not be liable for any delay in or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.
7.5 The Organics Directory will use reasonable efforts to comply with the clients’ requested start and end dates for display of the advertisement but cannot warrant that these dates will be met.

8. Other Conditions

8.1 Any re-submission of the advertisement by the client will be deemed to be a new advertisement for which the client must repay the charge.
8.2 Even if the client is acting as an agency or other representative, it enters into this agreement in its own right as principal and not agent.
8.3 The client shall not assign, transfer or resell its right under this agreement.
8.4 Unless otherwise stated, the positioning of advertisements is to be determined by The Organics Directory.
8.5 Content of entries is the responsibility of clients. Unless stated otherwise clients will be liable for the charge of any incorrect regional listings in the Online Directory and Leaflets.
8.6 All entries submitted by clients should be made via the website. Entries submitted via hard copy will be subject to an administrative charge.
8.7 The Organics Directory will endeavour to process within 14 days although it will not be liable for any delay in processing entries.
8.8 All advertisements and entries will run for a period of 1 year from 1 January – 31 December or from the date of payment.
8.9 The Organics Directory will endeavour to send notice to organisations for display and reference purposes, although it cannot guarantee that they will be displayed.

9 Governing law

This Agreement shall be governed by and construed in accordance with Australian law and the parties submit to the non-exclusive jurisdiction of the Australian courts.