WEDDING DAY WHISPERS PTY LTD
ACN: 617 675 966
1) These Terms and Conditions
- Wedding Day Whispers Pty Ltd (“Wedding Day Whispers” or “We”), owns and operates the websites and content located at www.weddingdaywhispers.com.au, as well as any other websites owned and/or operated by Wedding Day Whispers (collectively, the “Site”).
- These terms and conditions, as amended from time to time (Terms and Conditions), apply to companies and other third parties offering products and services related to Weddings (“Supplier Members”) who are listed or seeking to be listed on the Site.
- There are currently no minimum fees to join Wedding Day Whispers for Wedding Members or Supplier Members. Optional fee-based services (“Premium Services”) are available but participation is NOT mandatory.
- “Basic,” “Free Trial,” or other unpaid Supplier memberships may be offered by Wedding Day Whispers periodically. These unpaid Supplier memberships do not guarantee any advertising placement or other benefits. Wedding Day Whispers reserves the right to modify the terms of or cancel any such unpaid Supplier memberships at any time. While all Wedding Members are required to give us accurate information about themselves, We cannot and will not verify this information.
- By Approving your Business Listing or Premium Benefits on Wedding Day Whispers and completing / providing appropriate payment authority, you agree to be bound by these Terms and Conditions.
- These Terms and Conditions may change at any time. We will make every effort to inform you when these Terms and Conditions are updated or change. Please read these Terms and Conditions regularly. The Terms and Conditions are located at: http://www.weddingdaywhispers.com.au
2) Payment and Term
- The fees payable to Wedding Day Whispers pursuant to these Terms and Conditions are the quoted rates advised to you. We reserve the right to increase our fees and we will notify you of any fee increases. Wedding Day Whispers may list the prices for these Premium Services on the Site, but it reserves the right to change these prices and to offer discounts and temporary promotions. Fees are inclusive of GST.
- Premium Benefits such as “Gold”, “Silver” and “Bronze” Memberships are a monthly payment term, therefore you will be put onto a “Perpetual” contract. After the first month (Initial Term), your agreement with us will continue on as a month by month agreement.
- Wedding Day Whispers will provide you with a tax invoice for the advertising fees plus applicable GST when an advertising package is agreed upon. You must pay the first payments (subject to payment term agreed) before your Premium Benefits are activated and go online. If more than one payment is required during the initial term, all future payments must be secured with a valid credit card or direct debit.
- If your account is overdue we have the right to cease your Premium Benefits and take your business listing offline until we have received all outstanding moneys.
- If you commit an act of bankruptcy, become insolvent, have a receiver or administrator or liquidator or manager appointed over you or any of your assets or if you resolve to wind up your company, then Wedding Day Whispers may (in its absolute discretion):
- take proceedings against you to recover any overdue amount;
- recover from you all costs in relation to any action taken against you by Wedding Day Whispers to recover overdue amounts, including without limitation, debt
- collection costs and legal costs on a full indemnity basis; and/or
- exercise any other rights available to Wedding Day Whispers at law.
3) Authorisation to Credit and Debit Accounts.
If applicable, based on the various optional fee-based programs, You irrevocably and expressly authorise Wedding Day Whispers to debit or credit, as applicable, any monies to the account that you have identified for Wedding Day Whispers. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in fee-based activities on our Site. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below. You irrevocably and expressly authorise Wedding Day Whispers to withhold any monies and/or debit any monies from any account that you have identified to Wedding Day Whispers for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to Wedding Day Whispers. We reserve our rights to all actions and remedies in connection with any monies owed to Wedding Day Whispers. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that We take toward any identified account pursuant to this Section.
4) Termination by Wedding Day Whispers
- Wedding Day Whispers may terminate your Premium Benefits or remove your Directory Listing from the Website at any time during the Initial Term and for any reason. Wedding Day Whispers is not obliged to provide you with reasons for terminating your Premium Benefits or Directory Listing.
- If Wedding Day Whispers terminates your Premium Benefits or Directory Listing during the Initial Term and you have paid the fees upfront and are otherwise not in breach of these Terms and Conditions, Wedding Day Whispers will refund you a pro rata portion of the advertising fees applicable to the unused part of the Initial Term.
- If Wedding Day Whispers terminates your Premium Benefits or Directory Listing either during or after the Initial Term, and you pay the advertising fees by direct debit, Wedding Day Whispers will cancel your direct debit arrangements provided you are up to date with payment of all fees. If there are any amounts owing to Wedding Day Whispers at the date of termination, you authorise Wedding Day Whispers to direct debit all overdue amounts from your nominated account.
- If Wedding Day Whispers removes your Directory Listing from the Website during the Initial Term pursuant to clause 6.6 of these Terms and Conditions, you agree that you will not be entitled to a refund of any amounts paid in respect of the Directory Listing during the Initial Term
5) Termination by the Supplier Member
- If you cancel your Directory Listing or Premium Services with Wedding Day Whispers during your contracted term (agreed period for Premium Services) and you have paid the Premium Services fees upfront, you will not be entitled to a refund of any amounts paid in respect of the Premium Services during the contracted term. This also relates to future annual subscriptions.
- If you cancel your Directory Listing or Premium Services with Wedding Day Whispers during your contracted term, the Premium Service fees payable by you for the unused part of the contracted term will become immediately due and payable. This also relates to future annual subscriptions.
- After the expiry of the contracted term, if you are on a “Perpetual” contract you may withdraw your Directory Listing at any time by following our cancellation process, which includes speaking with a team member, verifying your identity and completing a cancellation form. 30 days after the receipt of your completed form, your Wedding Day Whispers Directory Listing or Premium Services will be removed from the Website and any payments due during this 30-day period will remain due for payment.
- After Wedding Day Whispers and the Supplier Member have terminated their relationship, Wedding Day Whispers shall be entitled to retain all reviews associated with a Supplier Member on the Site as well as basic directory information, including, without limitation, business name, address and telephone number.
6) Acceptance of material
- Wedding Day Whispers is under no obligation to accept a Directory Listing (or any part of a Directory Listing) for publication on the Website and is under no obligation to provide reasons for such refusal.
- Wedding Day Whispers reserves the right at any time, at its sole discretion, to:
– reject or cancel all or part of a Directory Listing; or
– remove all or part of a Directory Listing from the Website
- In addition, Wedding Day Whispers shall have the absolute right, without providing any reason, to reject any URL link embodied within the Directory Listing.
- Images supplied to Wedding Day Whispers for publication on the Website may be published on different pages within the Website, to be determined in Wedding Day Whispers’ sole discretion. By submitting images to Wedding Day Whispers, you agree that Wedding Day Whispers may use your images anywhere within the Website.
- You agree that Wedding Day Whispers may source images for your Directory Listing directly from your website, if the images supplied by you are not suitable and you warrant that Wedding Day Whispers is entitled to do so without infringing any intellectual property rights. Such material will be deemed to be submitted or supplied by you for the purpose of these Terms and Conditions.
- If Wedding Day Whispers receives complaints from visitors to the Website in relation to a Supplier or a Directory Listing, Wedding Day Whispers may without notice to the Supplier remove the relevant Supplier’s Directory Listing (or the offending part) from the Website immediately and if this occurs during the Initial Term and you have paid your advertising fees upfront, you agree that you will not be entitled to a refund of any amounts paid in respect of the Directory Listing during the Initial Term.
- Wedding Day Whispers reserves the right to amend, move or reposition your Directory Listing or change the Website at any time. Wedding Day Whispers will use its reasonable endeavours to give you advance notice of any material changes that it makes to the Website.
- You agree that you must pay all advertising fees even where:
- your Directory Listing (or part of it) is not published due to a breach of these Terms and Conditions by you;
- your Directory Listing (or any part of it) is not published due to your failure to provide sufficient artwork or instructions;
- the format or placement of the Directory Listing has been varied by Wedding Day Whispers; or
- you believe your Directory Listing has not resulted in the number of enquiries you expected to receive as a result of the Directory Listing and Premium Services on the Website.
7) Intellectual Property
- Wedding Day Whispers owns all intellectual property rights in the Website and the Directory Listing, including information, graphics, design and software, except where the Supplier has provided its own intellectual property (including but not limited to text, graphics and pictures in whatever form) for display on the Website.
- You must obtain the permission from the owner of any intellectual property in any third party material incorporated into a Directory Listing prior to submission of the Directory Listing.
- You grant Wedding Day Whispers a world-wide, royalty free, irrevocable licence to publish, and to sub-licence the publication of, all material submitted to Wedding Day Whispers as part of the Directory Listing in any form or medium, including print, online or otherwise. You warrant that you are authorised to grant the licence in this clause 6.2.
8) Wedding Day Whispers information
You agree that information and Wedding Member details provided to you by Wedding Day Whispers must be kept confidential and must not be published or distributed to others.
9) Privacy and personal information
Suppliers must comply with their own privacy policies and with all applicable privacy laws in the collection and use of individuals’ personal information collected as a result of an enquiry made to a Supplier through the Website.
10) Warranties and liability
1. You warrant that all material submitted by you for publication on the Website will not:
- contravene any relevant laws, including, without limitation, the Competition and Consumer Act 2010 (Cth), any state-based Fair Trading Act, the Privacy Act 1988 (Cth), or any regulations made under those Acts (including relevant industry regulations, standards of practice or codes of conduct), any equivalent legislation in New Zealand or any common law in Australia and New Zealand;
- breach or infringe the intellectual property rights of any person;
- be obscene, offensive, defamatory, or in any way unsuitable for people under the age of eighteen (18) years;
- contain a photograph or representation of a living person unless that person has consented;
- comprise anything that can be used for any purpose or activity of an illegal, fraudulent or defamatory nature;
- be misleading or deceptive or likely to mislead or deceive;
- if you are promoting a competition or trade promotion, breach the relevant provisions of the Competition and Consumer Act 2010 (Cth) or other Federal or State legislation relation to competitions or trade promotions, or any equivalent legislation in New Zealand, and you further warrant that you have obtained all relevant permits; or
- comprise anything which may adversely reflect on Wedding Day Whispers or the Website.
2. Subject to clause 10.5, Wedding Day Whispers will be under no liability to you in respect of any loss or damage which may be suffered or incurred or which may arise directly or indirectly in respect of:
- goods or services supplied pursuant to these Terms and Conditions;
- any failure or omission on the part of Wedding Day Whispers to comply with its obligations under these Terms and Conditions;
- any negligent act or omission of Wedding Day Whispers;
- the provision by the Supplier to Wedding Day Whispers of incorrect contact details which results in Wedding Day Whispers being unable to forward enquiries received from visitors to the Website to the relevant supplier; or
- any web traffic pop-ups which appear on the Website.
3. Wedding Day Whispers expressly excludes all liability for special, indirect or consequential loss or damage, including without limitation, loss of profits, loss of revenue, loss of income, loss of use, loss of business opportunity, loss of production, loss of anticipated savings, pure economic loss, loss of or damage to reputation or goodwill, or loss or damage associated with the interruption of the Supplier’s business, howsoever caused.
4. Wedding Day Whispers makes no representation or warranty in relation to the number of visitors to the Website except for those representations made expressly in writing by Wedding Day Whispers to the Supplier in relation to actual prior Website visits. Wedding Day Whispers makes no warranty or representation in relation to future visitor numbers to the Website and any projections provided by Wedding Day Whispers are estimates only. Wedding Day Whispers does not warrant or represent that:
- the Website will be accessible at all times,
- the Website is free from viruses; or
- any information (including hyperlinks) contained on the Website is accurate or suitable.
5. To the extent that any warranties or guarantees implied by law are not capable of being excluded or modified, the total liability of Wedding Day Whispers, its employees, servants and agents for breach of such warranties or guarantees is limited to one or the other of the following at the option of Wedding Day Whispers:
- if the breach relates to goods:
- the replacement of the goods supplied or the supply of equivalent goods; or
- the payment of the cost of replacing the goods or of acquiring equivalent goods;
- if the breach relates to services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.
The Supplier releases, indemnifies and will keep indemnified Wedding Day Whispers, its employees, servants and agents against all actions, claims and demands (including the cost of defending or settling any actions, claims and demands) which may be instituted against Wedding Day Whispers arising out of:
- a breach of these Terms and Conditions by the Supplier;
- a breach of warranty contained in clause 10.1;
- any wilful, unlawful or negligent act or omission of the Supplier;
- the publication by Wedding Day Whispers or any other person of any material supplied by the Supplier; and
- breach by the Supplier of any laws or legal obligations, including the Competition and Consumer Act 2010, and any state-based Fair Trading legislation.
12) Consumer reviews
- Wedding Day Whispers maintains a review system on the Website that allows consumers who use the Website to rate and/or review Suppliers’ online stores, products, goods and services and customer service.
- The Supplier agrees that:
- Wedding Day Whispers will at all times maintain editorial control over the reviews posted on the Website in respect of Supplier;
- the Supplier will not direct Wedding Day Whispers to delete or amend any review about a Supplier or a Supplier’s goods or services;
- the Supplier will not post its own reviews about the Supplier’s own goods or services on the Website; and
- Wedding Day Whispers is not responsible or liable to the Supplier or any third party for any loss or damage caused by such reviews.
- These Terms and Conditions are governed by and construed in accordance with the laws of Victoria, Australia and the parties irrevocably submit to the courts of or in that State (including the Federal Courts) and the courts that hear appeals from those courts.
- If any provision of these Terms and Conditions is found to be unenforceable for any reason, then that provision shall be deemed deleted from these Terms and Conditions and all other provisions shall remain in full force and effect.
- The Supplier may not transfer or assign these Terms and Conditions without the prior written consent of Wedding Day Whispers, which consent may be withheld at the absolute discretion of Wedding Day Whispers and if granted, may be granted on such terms and conditions as Wedding Day Whispers deems fit.
- Any notice required to be given under these Terms and Conditions must be in writing and given by post, facsimile, email or hand to Wedding Day Whispers or the Supplier at the contact details notified by one party to the other.
- No waiver by Wedding Day Whispers of any breach of these Terms and Conditions operates as a waiver of any other breach, and the doing and/or omission of any act, matter or thing whatsoever by Wedding Day Whispers, its employees or agents (which but for this clause ought or might amount to a waiver of Wedding Day Whispers’ rights in respect of any such breach or default) does not operate as a waiver in any way of Wedding Day Whispers’ rights and powers in respect of such breach or default.
- Neither party is liable for any delay or failure to perform its obligations (other than obligations to pay money) if such delay or failure is due to circumstances beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under these Terms and Conditions, including, without limitation, acts of God, acts of government, war or other hostility, terrorism, national or international disaster, fire, explosion, power failure, equipment failure or strike or lockout.
- These Terms and Conditions and any warranties implied by law which are not capable of being excluded or modified embody the whole agreement between the parties.
A note from Wedding Day Whispers:
We want to be a great partner to our Supplier Members, so we assure the best levels of customer service reasonably possible. If you have any queries regarding our Premium Services, Business Listing or our Terms and Conditions, please contact us.
We look forward to working with you!
Team Wedding Day Whispers x