Advertising Terms and Conditions

1. About these Terms

(a) Each Order Form accepted or authorised by OMG forms a separate contract between the Advertiser and OMG for the Service detailed on that Order Form.

(b) Each Contract incorporates the terms set out in:

• (i) this document (the Terms);
• (ii) the approved or authorised Order Form;
• (iii) any advertising rules, guidelines and policies which apply to the Service;
• (iv) the website terms of use located on the OMG Websites relevant to the Service; and
• (v) where applicable, the Commercial Credit Application.

If there is any inconsistency between any of the documents set out in clauses 1(b)(i) to 1(b)(iii), the document listed earlier prevails to the extent of the inconsistency.

(c) Neither these Terms nor any written or verbal quotation by OMG represent an offer to provide the Service or publish Advertiser Content. A binding contract in relation to a request for the Service including the publication of Advertiser Content will only be formed between OMG and an Advertiser when OMG approves or authorises the Order Form or generates a tax invoice for the Service.

2. Acceptance of Terms

(a) By submitting an Order Form, the Advertiser agrees to be bound by these Terms as well as OMG’s advertising rules, product guidelines, directory listing rules or other rules and policies which apply to the Service, as applicable.

(b) OMG may, in its sole discretion, vary these Terms at any time in accordance with clause 12.

3. Term of Contract

(a) The Contract commences on the date the Order Form is approved or authorised by OMG or, where applicable, the Commercial Credit Application is approved or authorised by OMG.

(b) Where “Monthly” is specified as the “Deal Type” on the Order Form or an Advertiser selects “Monthly” for “Deal Type” on the Order Form, the Contract will continue for the Initial Monthly Term and automatically for successive Subsequent Monthly Terms unless and until it is terminated in accordance with clause 10.

(c) Where there is an option to select a “Deal Type” other than “Monthly” on the Order Form and an Advertiser selects an option other than “Monthly” for “Deal Type” on the Order Form, the Contract will continue for the Contracted Initial Term and will continue automatically for successive Contracted Subsequent Terms unless and until it is terminated in accordance with clause 10.

4. Advertiser Content

(a) The Advertiser is responsible for uploading, maintaining and updating the Advertiser Content through the Advertiser’s online account with OMG for use on the relevant OMG Website and pursuant to any requirements of OMG including deadlines and delivery formats.

(b) Subject to these Terms, OMG will use its reasonable endeavours to publish the Advertiser Content submitted by the Advertiser in accordance with the Order Form.

(c) The Advertiser grants OMG a worldwide, royalty-free, non-exclusive, irrevocable licence to publish, use, reproduce, modify, adapt and sub-licence the Advertiser Content, to the extent that it is not owned by OMG under clause 8 of these Terms, in any form and in any medium including in any other directory, product, service or marketing material provided or used by OMG or by a third party to which OMG syndicates the Advertiser Content. The Advertiser warrants that it has the right and authority to grant OMG the licence referred to in this clause 4(c).

(d) OMG will endeavour to take reasonable care of Advertiser Content in its custody and control, but will not be responsible for any loss or damage to Advertiser Content (even if caused by OMG’s negligence).

(e) OMG may in its sole discretion publish the Advertiser Content on an OMG Directory Website under the category or keyword heading that it determines is most appropriate and determine the utilisation of all keywords, categories, and search criteria used to describe or categorise a directory listing for all purposes relating to the OMG Directory Websites. Categories and keyword headings are for the convenience of Users and are determined at the discretion of OMG.

(f) OMG may in its sole discretion remove, revise or refuse to publish any Advertiser Content on an OMG Website at any time for any reason whatsoever (even if the Advertiser Content has been previously published by OMG).

(g) OMG may in its sole discretion include or exclude or remove the Advertiser’s directory listing from the OMG Directory Websites at any time, for any reason whatsoever (even if the Advertiser’s directory listing or Advertiser Content has been previously published by OMG).

(h) OMG may in its sole discretion vary the presentation of Advertiser Content (such as format, design, placement, order and position) within any OMG Website.

• (i) OMG will endeavour to notify the Advertiser of any such changes detailed in clauses 4(f), (g) and (h). However, except in accordance with clause 9(b), OMG will not be liable for any costs, expenses, losses or damages suffered or incurred by an Advertiser arising from OMG’s failure to publish Advertiser Content in accordance with the Advertiser’s Order Form.

(j) If an Advertiser submits Advertiser Content that looks, in OMG’s opinion, like editorial material, OMG may publish the Advertiser Content under the heading “Sponsored Content”.

(k) OMG reserves the right to charge the Advertiser for the Service where the Advertiser Content is not submitted in accordance with these Terms.

(l) The Advertiser acknowledges and agrees that:

• (i) OMG may from time to time provide or syndicate the directory listings and Advertiser Content in the OMG Directory Websites, including the Advertiser’s directory listings and Advertiser Content, to third parties including for publication on other websites which are not OMG Websites (”Syndicated Listings and Content“).
• (ii) OMG does not warrant that the Syndicated Listings and Content will be published or continue to be published by any distribution or syndication partner of OMG on any websites which are not OMG Websites.
• (iii) OMG may change its distribution and syndication partners from time to time.
• (iv) The rights and obligations of OMG and the Advertiser under this Contract will not be affected if a third party website ceases to publish or continue to publish the Syndicated Listings and Content in any form.

(m) The Advertiser acknowledges and agrees that it may receive ratings and reviews from Users on the OMG Websites.

5. Warranties and Acknowledgements

(a) The Advertiser warrants to OMG that:

• (i) it has the right to enter into the Contract;
• (ii) it is the owner of, or is legally authorised to use, the Advertiser Content;
• (iii) it is acting in its own right, as principal, and not as agent for, or otherwise on behalf of, any other party unless it is acting as agent with authority from the principal; and
• (iv) all information it provides for the purposes of the Contract is accurate, complete and current.

(b) The Advertiser warrants to OMG that the Advertiser Content and the publication by OMG of the Advertiser Content does not breach or infringe:

• (i) the Trade Practices Act (Cth), Fair Trading Acts (State) or equivalent legislation;
• (ii) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
• (iii) any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
• (iv) State or Commonwealth anti-discrimination legislation;
• (v) the Privacy Act (Cth);
• (vi) the financial services provisions of the Corporations Act; or
• (vii) any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).

(c) The Advertiser warrants to OMG that:

• (i) it has all necessary rights to advertise, sell, distribute and/or communicate the Advertised Products to the public;
• (ii) the Advertiser Content is free of “worms”, “viruses” and other disabling devices;
• (iii) it will not engage in spamming or similar marketing activities in relation to any Service; and
• (iv) in respect of Advertiser Content that contains the name or photographic or pictorial representation of any living person and/or any copy by which any living person can be identified, the Advertiser has obtained the authority of that person to make use of his/her name or representation or the copy.

(d) The Advertiser gives the warranties under this clause 5 on an ongoing basis during the period of the Contract.

(e) The Advertiser acknowledges that it will be liable for all Services requested through the Advertiser’s online account with OMG which is accessed with the quotation of the Advertiser’s username and password.

(f) The Advertiser must ensure that the username and password for the Advertiser’s online account is available only to those of its employees authorised to use it.

6. Fees and Charges

6.1 Setup and Service Fees, Advertising Rates and GST

(a) The Advertiser must pay the fees for the Service as detailed in the Order Form (under “Price”) or on any tax invoice, including any variation to the fees under clause 6.1(b), unless otherwise agreed. All fees detailed in the Order Form or on any tax invoice are in Australian dollars.

(b) OMG reserves the right to vary the fees for the Service at any time subject to clause 12. Subsequent to any variation, the new fees for the Service will be displayed in the Advertiser’s online account.

(c) If the fees and charges for the Service set out on the Order Form or on any tax invoice do not include GST, OMG will increase the GST exclusive fees and charges by an additional amount on account of the GST. The Advertiser must pay the additional amount for GST at the same time as it pays the fees and charges for the Service.

6.2 Invoicing and payment

(a) OMG may invoice the Advertiser the fees and charges for the Service in full in advance (including for any Initial Monthly Term where a “Trial” does not apply and any Monthly Subsequent Term) or by installments.

(b) OMG will issue the Advertiser tax invoices in a GST compliant form.

(c) The Advertiser must pay OMG the fees and charges (or, if applicable, each instalment of the fees and charges) for the Service by the due date specified in a tax invoice. This obligation survives expiry, cancellation or termination (for whatever reason) of the Contract.

(d) Where “Monthly” is specified as the “Deal Type” on the Order Form or the Advertiser selects “Monthly” for “Deal Type” on the Order Form, the Advertiser will be charged the monthly fee in advance from the “Start Date” on the Order Form or the date which OMG approves or authorises the Order Form (where such approval occurs after the “Start Date”) and the Advertiser will be issued with monthly tax invoices for monthly fees and charges for the Service. For the avoidance of doubt, where the Advertiser has a “Trial” period detailed on the Advertiser’s Order Form:

• (i) OMG will charge the Advertiser the monthly fee in advance and issue monthly tax invoices for monthly fees and charges for the Service from the “Start Date” specified on the Order Form where that “Start Date” is the date immediately following the conclusion of the “Trial” period detailed on the Order Form.

(e) The Advertiser must select its invoicing preference (online billing or email) by accessing the Advertiser’s online account with OMG (under “Account Settings”) with the quotation of the Advertiser’s username and password. The Advertiser may change its invoicing preference at any time through the Advertiser’s online account.

(f) Where the Advertiser selects “Online Billing” for “Invoicing Option” in the Advertiser’s online account under “Account Settings”, OMG will issue tax invoices to the Advertiser through the Advertiser’s online account which the Advertiser will be able to view and/or download.

(g) Where the Advertiser selects “Email” for “Invoicing Option” in the Advertiser’s online account under “Account Settings”, OMG will issue tax invoices by email to the email address provided in the Advertiser’s online account with OMG. In addition, the tax invoices will be available to the Advertiser to be viewed and/or downloaded through the Advertiser’s online account.

• (i) OMG reserves the right to pursue outstanding payments, including scheduled part-payments not made by the due date. OMG reserves the right to take all necessary actions to recoup these funds, including the right to engage the services of a debt collection agency.
• (ii) OMG reserves the right to void any money back guarantee if payment if not made by the due date.

(h) The Advertiser will pay the fees and charges for the Service (in Australian dollars) by the payment method and on the payment terms agreed to on the Order Form. Payment methods and payment terms accepted by OMG are:

• (i) where the “Deal Type” on the “Order Form” is “Monthly”: credit card on the due date specified in each tax invoice; and
• (ii) where the “Deal Type” on the “Order Form” is not “Monthly” (for instance, “Annual”): cheque and electronic funds transfer payable 30 days from the date of each tax invoice. Advertisers paying by cheque or electronic funds transfer may be required to complete a Commercial Credit Application.

The Advertiser may request that the payment method selected on the Order Form be changed to another payment method accepted by OMG for that “Deal Type” and OMG will use its reasonable endeavours to alter the Advertiser’s payment method prior to issuing further tax invoices.

• (i) Where the “Deal Type” is “Monthly” and the Advertiser pays the fees and charges for the Service by credit card, OMG:
• (i) will secure all credit card transactions using 256-bit Secure Socket Layer (SSL) security technology. SSL is cryptography technology which uses codes to encrypt personal details sent over the Internet. The Advertiser’s credit card and other relevant payment details will be passed through a secure server using the latest 256-bit SSL encryption technology.
• (ii) may, if the original credit card processing transaction is unsuccessful, process the credit card for payment to achieve a successful outcome. The Advertiser agrees that it is responsible for any charges or fees relating to the decline of a credit card transaction, additional credit card processing transactions or insufficient funds in a credit cards account.
• (iii) may charge the Advertiser a payment processing fee on the day the Advertiser makes the relevant payment. This fee will be a percentage of the amount the Advertiser pays by credit card and will vary according to the type of credit card used.

(j) The Advertiser consents to any variation in fees for the Service to be amended or included in any credit card authority granted to OMG.

6.3 Commercial Credit Accounts

(a) OMG may grant, deny or withdraw a commercial credit account to an Advertiser at any time in its discretion.

(b) The Advertiser may be required to submit a Commercial Credit Application in order for OMG to assess the Advertiser’s application for a commercial credit account and creditworthiness.

(c) Where OMG grants an Advertiser a commercial credit account, the payment terms will be 30 days from the date of each invoice.

(d) Where OMG grants a commercial credit account to the Advertiser, it may be subject to the directors of the Advertiser entering into a joint and several guarantee in relation to payment of the fees and charges for the Service.

6.4 Failure to pay and late payment

(a) If at any time during the Term there is a Payment Default or the Advertiser exceeds OMG’s payment terms, OMG may, without notice to the Advertiser and without affecting any other rights (in its discretion and without limitation):

• (i) terminate this Contract in accordance with to clause 10(a)(iii)(B) and/or suspend provision of the Service;
• (ii) cancel any commercial credit account with the Advertiser;
• (iii) require cash pre-payment for the provision of further Services;
• (iv) charge interest on all overdue amounts at the rate 2% above the National Australia Bank Overdraft Base Rate;
• (v) withhold any discounts on the Service;
• (vi) take proceedings against the Advertiser for any outstanding amounts including passing any outstanding amounts on the Advertiser’s account on for collection and/or legal action;
• (vii) recover from the Advertiser all costs relating to any proceedings taken by OMG to recover amounts owing from the Advertiser including without limitation debt collection/mercantile agency costs and legal costs (on a full indemnity basis) and any out of pocket expenses;
• (viii) place a default against the Advertiser with a credit reporting agency; and
• (ix) exercise any other rights at law.

(b) A written statement of debt duly signed by an authorised employee of OMG shall be prima facie evidence and proof of the amount owed by the Advertiser to OMG.

7. Cancellation Policy

(a) If the Advertiser has a “Trial” period detailed on the Advertiser’s Order Form, the Advertiser may cancel their Service during the “Trial” period by giving written notice to OMG. No cancellation fees will be incurred as a result of cancellation of the Service during the “Trial” period.

(b) If the Advertiser wants to terminate the Contract during the Term for any reason, the Advertiser must give written notice to OMG.

(c) Where “Monthly” is specified as the “Deal Type” on the Order Form or the Advertiser selects “Monthly” for “Deal Type” on the Order Form, no cancellation fees will be incurred as a result of cancellation of the Service under clause 7(b). For the avoidance of doubt, the Advertiser must pay the monthly fee applicable to the month in which the Advertiser terminates the Contract (for instance, if the Advertiser terminates the Contract on the fifth day of a Monthly Subsequent Term, the Advertiser must pay the monthly fee for that Monthly Subsequent Term).

(d) Where there is an option to select a “Deal Type” other than “Monthly” on the Order Form and the Advertiser selects a “Deal Type” other than “Monthly” on the Order Form, the Advertiser must pay to OMG a cancellation fee equivalent to the sum of the fees and charges payable for the Service for the unexpired portion of the Initial Contracted Term or the Contracted Subsequent Term, as applicable. (For instance, if an Advertiser terminated the Contract after three (3) months of an Initial Contracted Term of twelve (12) months, the Advertiser must pay to OMG the fees and charges payable for the remaining nine (9) months of the Initial Contracted Term.)

(e) A cooling off period of five (5) business days will apply to all Contracts. The Advertiser may cancel the Service during this cooling off period and no cancellation fees will be incurred.

8. Intellectual Property

(a) All intellectual property in material on the OMG Websites belongs to OMG or its licensors, except for any trademarks, designs, logos, graphics, illustrations, videos or publications that are the Advertiser’s property or the property of the person who authorised the Advertiser to use them (”Excluded Advertiser Content“). The Advertiser obtains no interest in this intellectual property (with the exception of any Excluded Advertiser Content which belongs to the Advertiser). The Advertiser may not do anything which breaches OMG’s intellectual property rights.

(b) The Advertiser agrees that, except for any Excluded Advertiser Content, copyright in the Advertiser Content belongs to OMG. The Advertiser hereby assigns to OMG all copyright in the Advertiser Content except for the Excluded Advertiser Content. You may not reproduce or permit the Advertiser Content except for the Excluded Advertiser Content to be reproduced without OMG’s prior consent.

(c) Any data or information accessed from the Google Maps service included on or linked to the OMG Websites is the copyright of Google Inc. By using the Google Maps service and any data or information accessed from Google Maps on or linked to the OMG Websites, the Advertiser agrees to be bound by the Google Maps terms and conditions available at: http://www.google.com/intl/en_us/help/terms_maps.html.

9. Liability and Indemnity

(a) The Advertiser acknowledges that it has not relied on any advice given or representation made by or on behalf of OMG in connection with the Service.

(b) OMG excludes all implied conditions and warranties from the Terms, except any condition or warranty (such as conditions and warranties implied by the Trade Practices Act and equivalent State legislation) which cannot by law be excluded (”Non-excludable Condition“).

(c) OMG limits its liability:

• (i) for breach of any Non-Excludable Condition (to the extent that liability for such breach can by law be limited); and
• (ii) for any other error or omission in the Advertiser Content caused by OMG,

at OMG’s option, to re-supply of the Service affected by the breach, or payment of the cost of re-supply.

(d) Subject to clauses 9(b) and (c) above, OMG excludes all other liability to the Advertiser for any costs, expenses, losses and damages suffered or incurred by the Advertiser arising out of or in any way connected with these Terms, any Advertiser Content published by OMG (including any inaccuracy or incompleteness of information contained on the OMG Websites), any content from Users published by OMG, the supply or failure to supply the Service or a payment method detailed in the Contract, whether that liability arises in contract, tort (including by OMG’s negligence) or under statute. Without limitation, OMG will in no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.

(e) Without limiting clause 9(d) above:

• (i) The Advertiser acknowledges that Advertiser Content that is published on the internet may be published by OMG or OMG’s syndication partners together with OMG’s own content and third party content (including user feedback and reviews). The Advertiser agrees that OMG is not responsible for any third party content.
• (ii) If OMG provides any Syndicated Listings and Content to a third party distribution or syndication partner, OMG is not liable for any or any costs, expenses, losses and damages suffered or incurred:

A if any changes are made to the Syndicated Listings and Content by or on behalf of the third party syndication partner; or

B arising out of or in any way connected with the publication or non-publication of the Syndicated Listings and Content on any third party websites.

(f) The Advertiser indemnifies OMG and its directors, employees, contractors and agents against all claims, demands, proceedings, costs, expenses, losses, damages and other liability arising wholly or partially, directly or indirectly from the Advertiser’s breach of the Contract or publication of the Advertiser Content or any negligent or unlawful act or omission of the Advertiser in connection with the Advertiser Content including breach of the warranties given under clause 5.

(g) Without limiting the generality of clause 9(f), the Advertiser indemnifies and its directors, employees, contractors and agents against any claims arising from defamation, libel, slander of title, infringement of copyright or trade marks, unfair competition, breach of trade practices, privacy or fair trading legislation, violation of rights of privacy or confidential information or licences or other intellectual property rights or the transfer of money to OMG by the Advertiser.

10. Termination of Contract

(a) The Contract may be terminated:

• (i) in accordance with the cancellation policy in clause 7;
• (ii) by thirty (30) days written notice from OMG to the Advertiser;
• (iii) by OMG without notice if:
  • A. the Advertiser suffers an Insolvency Event;
  • B. clause 6.4(a) is invoked;
  • C. the Advertiser is or will be in breach of any provision contained in the Contract;
  • D. OMG is required by law or a regulatory body to do so; or
  • E. in OMG’s reasonable opinion there is a significant risk of loss or damage to OMG or a third party; and
• (iv) at any other time the Advertiser and OMG agree in writing.

(b) Nothing in this clause 10 prevents OMG from:

• (i) commencing proceedings against the Advertiser for any outstanding amounts including passing any outstanding amounts on the Advertiser’s account on for collection and/or legal action; and
• (ii) recovering from the Advertiser all costs relating to any proceedings taken by OMG to recover amounts owing from the Advertiser including without limitation debt collection/mercantile agency costs and legal costs (on a full indemnity basis) and any out of pocket expenses.

(c) After termination of the Contract:

• (i) OMG will have no obligation to refund any fees and charges for the Service which have been paid prior to termination;
• (ii) The Advertiser will not be required to pay further fees and charges to OMG for the Service, other than fees and charges which were due before termination and any cancellation fee detailed in clause 7; and
• (iii) OMG may remove the Advertiser Content from the relevant OMG Websites.

11. Privacy and Security

(a) OMG will collect, use and disclose the Advertiser’s personal information to provide the Service to the Advertiser, for invoicing purposes and for all other purposes detailed in OMG’s Privacy Policy. OMG’s Privacy Policy is accessible on the OMG Websites. The Advertiser acknowledges the Privacy Policy on the OMG Websites and consents to the collection, use and disclosure of the Advertiser’s personal information in accordance with that Privacy Policy.

(b) OMG will use 256-bit Secure Socket Layer (SSL) security technology on the pages on the OMG Websites which collect the Advertiser’s personal information (including the Order Form). SSL is cryptography technology which uses codes to encrypt personal details sent over the Internet. SSL technology encrypts these details, producing an encoded string of characters and symbols.

(c) The Advertiser acknowledges and agrees that where OMG will be or will under the Privacy Act 1988 (Cth) be considered to be a credit provider to the Advertiser, OMG may:

• (i) disclose and exchange personal information about the Advertiser (including any of the partners or directors of the Advertiser, as applicable) to a credit reporting agency in accordance with the Privacy Act 1988 (Cth) for the following purposes:
  • A. to obtain a credit report about the Advertiser for the purpose of assessing the Commercial Credit Application; and/or
  • B. to allow the credit reporting agency to create or maintain a credit information file containing information about the Advertiser,
• (ii) disclose and exchange personal information about the Advertiser (including any of the partners or directors of the Advertiser, as applicable) to another credit provider in accordance with the Privacy Act 1988 (Cth) for the following purposes:
  • A. to obtain a credit report from another credit provider about the Advertiser for the purpose of assessing the Commercial Credit Application; and/or
  • B. to allow another credit provider to assess the Advertiser’s creditworthiness where the Advertiser has applied for credit with or is in default with another credit provider and that other credit provider has requested information or a report in relation to the Advertiser from OMG.
• (iii) use information from a credit report obtained from a credit reporting agency or another credit provider for the purpose of assessing the Advertiser’s Commercial Credit Application pursuant to the Privacy Act 1988 (Cth);
• (iv) where the Advertiser has an overdue account, disclose personal information to OMG’s debt collection agencies and legal advisers account to recover the amount due to OMG.

(d) The Advertiser may gain access to their personal information by writing to the Privacy Officer at privacy@omg.com.au or Suite 125, Jones Bay Wharf, 26-32 Pirrama Road, Pyrmont NSW 2009.

12. Changes to the Terms or Services

(a) OMG may vary these Terms any time in its sole discretion.

(b) The changes will be effective as soon as they have been posted in the Advertiser’s online account.

(c) If OMG reasonably considers that a variation to the Terms or the Contract is likely to have a negative impact on the Advertiser (and for the avoidance of doubt, this includes an increase in the fee or charge for a Service provided to the Advertiser by more than CPI or 5%, whichever is higher), OMG will give the Advertiser 30 days prior written notice of the variation subject to clause 12(d) below. Where OMG reasonably considers that a variation is likely to benefit the Advertiser or have a neutral impact on the Advertiser or where an increase in the fee or charge for a Service provided to the Advertiser is less than or equal to CPI or 5%, whichever is the higher, OMG will not give the Advertiser prior notice of the variation.

(d) OMG may need to vary the Terms or the Contract urgently including where there is a change in law or fraud or technical issues. OMG will endeavour to give the Advertiser as much written notice of such a variation as is practicable under such circumstances.

(e) The Advertiser should review the Contract (including these Terms and the fees and charges for the Service) from time to time in their online account.

(f) The Advertiser’s continued use of the Service after any variations to the Contract (including these Terms and the fees and charges for the Service) indicates the Advertiser has accepted the variation to the Contract.

13. General

(a) The Contract represents the entire agreement between the Advertiser and OMG in relation to the Service and supersedes all prior arrangements, undertakings, representations and warranties between OMG and the Advertiser in relation to the Service. The Contract cannot be varied except in writing by an authorised officer of OMG. No purchase order or other document issued by the Advertiser will vary the Contract.

(b) OMG will not be liable for any delay or failure to provide the Service caused by a factor outside OMG’s reasonable control (including but not limited to any Act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).

(c) The invalidity or unenforceability of any provision of these Terms does not affect the validity or enforceability of the remaining provisions.

(d) The Advertiser may not assign its rights or obligations under the Contract with OMG without the prior written consent of OMG.

(e) OMG may serve any notice or court documents on an Advertiser by forwarding them by pre-paid post or facsimile or email to the last known address, facsimile number or email address of the Advertiser.

(f) The Advertiser may serve any notice to OMG by post or email to:

OMG – Customer Service Department

Suite 125, Jones Bay Wharf

26-32 Pirrama Road

Pyrmont NSW 2009

Email: service@omg.com.au

(g) The Contract is governed by the laws of the state of New South Wales. The Advertiser and OMG agree to submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and any court that may hear appeals from any of those courts, for any proceedings in connection with the Contract.

14. Definitions

Advertised Products

means the business, products, goods or services advertised or referred to in any of the Advertiser Content.

Advertiser

means the Entity that is detailed on the Order Form as the “Advertiser” and has submitted the Order Form in relation to the Service on an OMG Directory Website or OMG Website.

Advertiser Content

means any information, advertisement, business name, trade name, trade mark, design, logo, photograph, illustration, graphic, artwork, text or other material including the materials for directory listings on an OMG Directory Website, the URLs of the Advertiser’s websites which may be hyperlinked to the OMG Websites and the materials for display advertising and “advertising tile sponsorships”, which the Advertiser provides including through the use of the Advertiser’s online account with OMG to upload information, or which OMG provides on the Advertiser’s behalf, under or in connection with a Contract or Service.

Commercial Credit Application

means an application for a commercial credit account with OMG by an Advertiser which may be required by OMG where the Advertiser submits Order Forms for Services with annual fees and charges totalling $5,000 or more (excluding GST).

Contract

means documents including:

(a) the Terms;

(b) the approved or authorised Order Form;

(c) any advertising rules, guidelines and policies which apply to the Service;

(d) the website terms of use located on the OMG Websites relevant to the Service; and

(e) where applicable, the Commercial Credit Application.

Contracted Subsequent Term

means a period of the same length as the Initial Contracted Term commencing on the day after the expiry of the Initial Contracted Term or the preceding Contracted Subsequent Term, as the case may be.

Entity

means any individual, company, partnership, joint venture (whether corporate or incorporate) or any other body (whether corporate or incorporate) carrying on a business.

GST

has the meaning as defined A New Tax System (Goods and Services Tax) Act 1999.

Initial Contracted Term

is the period commencing on the “Start Date” detailed in the Order Form (or such later date that the Order Form is approved or authorised by OMG or, where applicable, the Commercial Credit Application is approved or authorised by OMG) and ending at the end of the “Minimum Commitment Period” detailed in the Order Form (or such later date that the Order Form is approved or authorised by OMG or, where applicable, the Commercial Credit Application is approved or authorised by OMG).

Initial Monthly Term

is the period commencing on the “Start Date” detailed in the Order Form (or such later date that the Order Form is approved or authorised by OMG or, where applicable, the Commercial Credit Application is approved or authorised by OMG) and ending one (1) month after the “Start Date” detailed in the Order Form (or such later date that the Order Form is approved or authorised by OMG or, where applicable, the Commercial Credit Application is approved or authorised by OMG).

Insolvency Event

means:

(a) the Advertiser is a natural person and the Advertiser commits an act of bankruptcy;

(b) the Advertiser is a body corporate and the Advertiser:

• (i) cannot pay its debts as and when they fall due;
• (ii) enters an arrangement with creditors other than in the ordinary course of business;
• (iii) passes a resolution for administration, wind up or liquidation (other than for the
• (iv) purposes of re-organisation or reconstruction);
• (v) has a receiver, manager, liquidator or administrator is appointed to any of its
• (vi) property or assets; or
• (vii) has had a petition presented for the winding up of the Advertiser.

Monthly Subsequent Term

means a period of the same length as the Initial Monthly Term commencing on the day after the expiry of the Initial Monthly Term or the preceding Monthly Subsequent Term, as the case may be.

OMG

means Online Marketing Group Pty Limited (ABN 14 116 080 043) or any of its subsidiaries.

OMG Directory Websites

means those OMG Websites which include both online directories for Entities and any form of advertising or online services.

OMG Websites

means all websites operated by OMG.

Order Form

means:

(a) the online application form located on http://www.omg.com.au which is accessed from the OMG Websites and allows Users to apply to purchase or trial Services;

(b) the application form which is completed over the telephone with a sales person; or

(c) the application form which is downloaded from http://www.omg.com.au via the OMG Websites or otherwise obtained from OMG or a third party service partner of OMG and completed and faxed to OMG.

Payment Default

means:

(a) there are insufficient funds in the Advertiser’s credit card account or bank account (as the case may be) to cover all fees or charges when they are due; or

(b) any other agreed method of payment (such as cheque or electronic funds transfer) provided by the Advertiser is dishonoured or reversed.

Service

means any OMG products or services purchased (or trialled under a “Trial” period) by the Advertiser as detailed on the Order Form including but not limited to directory listings products and services, setup fees and creative services, display advertising products and services and “advertising tile sponsorship” products and services.

Term

has the meaning given to it in clause 3.

Terms

means the terms and conditions in this document.

Users

means users of the OMG Websites including, where appropriate, the Advertiser.