1. INTRODUCTION
    1. Welcome to the Compare Cosmetica website located at www.comparecosmetica.com.au (CC) which is owned and operated by Compare Cosmetica Pty Ltd (ABN 61 641 599 948) (Company).
    2. Please read these Terms & Conditions carefully. By accessing and using CC, you become a user of CC (User, you, your) and agree to be bound by these Terms & Conditions and our Privacy Policy located at [insert privacy policy]. These Terms & Conditions constitute a legally binding agreement between you and the Company (Agreement).
    3. CC is an online information platform that offers comparisons on health and or beauty related treatments and services provided by third party clinics. Please be aware that CC is not an exhaustive comparison on all available health and or beauty providers, nor does it take into account the personal circumstances of its Users.
    4. The Company reserves the right to alter, modify, add to or change in any way, any provision of this Agreement and may, in its absolute discretion, limit or expand the services available via CC, without giving prior notice to you. It is your responsibility to check the Agreement each time you use CC.
  2. DEFINITIONS
    1. For the purpose of this Agreement the following definitions apply:
      Account means an account registered with CC;
      Agreement has the meaning set out in Clause 1.2;
      Application has the meaning set out in Clause 3.2;
      Business has the meaning set out in Clause 3.1;
      CC has the meaning set out in Clause 1.1;
      Clinic means a User that has registered a Business with CC in accordance with Clause 3.4;
      Company has the meaning set out in Clause 1.1;
      Company Materials has the meaning set out in Clause 9.1;
      Data means any data or information inputted by a Clinic or on behalf of a Clinic into CC;
      Fee has the meaning set out in Clause 5.1;
      Liquidated Damages means $10,000;
      Listing means a listing of a Service via CC in accordance with Clause 4.2;
      Profile means a profile on CC as set out in Clause 4.1;
      Service means a beauty and or health treatment or service offered by a Clinic as represented in the Listing;
      Store has its meaning set out in Clause 4.1;
      Subscription Package has the meaning set out in Clause 3.3; and
      User, you, your has the meaning set out in Clause 1.2.
  3. CLINIC ELIGIBILITY & ACCOUNT
    1. In order to be eligible to use CC as a Clinic, you must own and operate a boutique or franchise business that provides Services in a commercial or retail premise (Business). For the avoidance of doubt, you are not eligible to register with CC as a Clinic if you are a sole trader and or providing Services from a residential premise.
    2. If you meet the eligibility criteria set out in Clause 3.1 and you wish to use CC as a Clinic, you must, via CC, complete the application form requesting to become a Clinic (Application).
    3. You must then select a subscription package, via CC, which specifies the number of Listings that may be uploaded per month by a Clinic and the Fee payable (Subscription Package).
    4. Should the Company, in its sole discretion, accept your Application, the Company shall debit the Fee in accordance with Clause 5.1 and send you an email confirmation that you have successfully registered as a Clinic on CC (Clinic). Once you receive such confirmation, you will be able to log in and set up your Account.
    5. The Clinic is solely responsible for:
      (a) maintaining the confidentiality of its Account and Account password;
      (b) using the CC website for its intended purposes as described in this Agreement; and
      (c) immediately notifying the Company of any unauthorised use of its Account.
  4. PROFILE AND LISTINGS
    1. Once logged in the Account, the Clinic must create a profile that includes a description of its Business, location of its store/s, its contact details and, where applicable, a link to its website (Profile). Where the Clinic owns multiple stores that use the same Business name, the Clinic must list those stores under the same Profile (Store).
    2. In order for a Service to be uploaded under the Clinic’s Profile via CC, the Clinic shall create a Listing for that Service. A Listing must include the relevant Store, price, description, and any other relevant information with respect to the Service (Listing) as required by the Company.
    3. Once a Listing is uploaded, it will be displayed on CC in default order or as otherwise selected by a User. The Company has no control over and makes no guarantee for any specific result or ranking order of any Listing on CC and does not receive incentives for promoting any
    4. The Clinic is solely responsible for ensuring that the Profile and or each Listing it creates is:
      (a) accurate and current, including but not limited to the quality, standard, functionality, and requirement of the applicable Service and or Business as represented in the Listing and or Profile; and
      (b) not offensive, unsafe, harmful, objectionable, and or defamatory in any way.
    5. The Company may, in its sole discretion, remove or suspend a Listing and or Profile without prior notice to the Clinic if it deems such Listing and or Profile to be in breach of Clause 4.4, or otherwise harmful, objectionable, or that it infringes (or potentially infringes) on the rights of others or any applicable law.
    6. All bookings or enquiries with respect to the Service must be made directly to the Clinic.
  5. FEE
    1. In consideration of the Clinic making its Listings available via CC, the Clinic shall pay the Company the monthly fee set out in the Subscription Package selected by the Clinic (Fee). The Fee shall be paid in advance via a ‘direct debit’ arrangement with the Company, whereby the Fee will be automatically debited from the Clinic’s nominated bank account or credit card at the beginning of each month.
    2. The Company may, in its sole discretion, change the Fee and or method of Fee payment, and will give reasonable notice to the Clinic of such change.
    3. In the event that the Company does not receive payment of the applicable Fee in full and on time, the Clinic’s Account will be suspended until such time that the Fee is paid in full. If the Company has not received the outstanding Fee after seven (7) days from when the Fee was due, the Account may be terminated (in the Company’s sole discretion), and all existing information in connection with Account shall no longer be accessible to the Clinic.
    4. To the fullest extent permitted by law, the Clinic shall not be entitled to a refund of the Fee or any part of the Fee.
  6. FREE TRIAL
    1. Clinics registered before the official online launch of CC shall be eligible for a free trial of CC, whereby the Fee shall be waived for a “one off” period of one (1) month from the launch date of CC, as determined by the Company and advised to you (Free Trial). For the avoidance of doubt, the Fee shall be payable to the Company at the end of the Free Trial, unless the Clinic ceases to make its Listings available before the end of the Free Trial.
    2. The Company, in its sole discretion, reserves the right to revoke the Free Trial and or suspend or terminate the Account at any time during the Free Trial.
  7. TERMINATION AND SUSPENSION
    1. If the Company determines that the Clinic is in breach of this Agreement, the Company, in its sole discretion and without notice, has the right to limit access, suspend, or terminate the Account and refuse any and all current or future use of the Account. Such suspension or termination shall not release the Clinic of any obligations existing at the time their Account is suspended or terminated. In addition to terminating the Agreement, the Company will be regarded as discharged from any further obligations under this Agreement and may pursue any additional or alternative remedies provided by law.
    2. The Clinic has the right to suspend its Account (and its Listings) for the period of time set out in the relevant Subscription Package or terminate its Account via its Account’s page or by contacting the Company here: info@comparecosmetica.com.au.
    3. If the Clinic’s Account is terminated, suspended or otherwise limited, the Listings, and Profile attached to the Clinic’s Account will no longer be publicly accessible.
    4. In the event a Clinic’s Account has been suspended or terminated in accordance with clause 7.2, then that Clinic will not be allowed to create a new Account.
    5. If the Clinic does not comply with this Agreement and the Company does not take immediate action, this does not mean the Company has given up any right it has and it may still take action in the future.
    6. The following sections of this Agreement will survive termination: Fee; Termination and Suspension; Clinic Warranties; Intellectual Property Rights; Indemnity; No Warranties and Limitation of Liability; Governing Law and Jurisdiction; and Entire Agreement.
  8. CLINIC WARRANTIES
    1. The Clinic warrants to the Company as follows:
      • It is solely responsible for providing any Services in accordance with the applicable Listing and or any other representations made via CC;
      • The Clinic has the necessary right (including but not limited to applicable intellectual property rights) to upload Data in the Listing and or Profile, and in doing so warrants that no third party rights or applicable laws will be infringed;
      • That all Data uploaded to CC does not contain any viruses, tracking software, or other programming algorithms that interfere with the Company and or any User’s privacy, data, or computer systems.
      • Any contract formed between the Clinic and another user of CC is solely between that user and the Clinic and that the Company is not a party to such contract, nor does the Company assume any responsibility arising out of or in connection with such contract or relationship;
      • That if the Clinic is agreeing to this Agreement on behalf of multiple Stores under its Business, another person or entity, the Clinic represents and warrants that they have the power and authority to bind such Stores, person or entity to the terms of this Agreement;
      • The Clinic is responsible for any other fees or costs that it may incur and for paying any applicable income, sales, or other taxes that it may generate as a result of using CC;
      • It has obtained all relevant licences, permissions, authorisations, consents, and approvals, and complied with all relevant laws, in order to provide the Services;
      • It will, at all times, comply with any relevant statutes, regulations, laws, and codes of practice when providing the Services:
      • It must not permit any unauthorised person to access or use CC; and
      • It must not publish or link to any malicious content, or engage in conduct that is unlawful, defamatory, obscene, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person, or which is reasonably likely to damage CC’s reputation.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. Except for third party data (including the Clinic’s Data) or as otherwise stated, all other parts of CC is owned or controlled by the Company or third parties that have authorised such use, including but not limited to all trade marks, text, graphics, photographs, logos, underlying software, footage, sound recordings, musical works, videos, user interfaces, computer code, and other files and content of CC (Company Materials).
    2. All rights are reserved. No Company Materials may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with this Agreement, without the prior written consent of the Company.
    3. The Clinic will retain ownership (including intellectual property rights) in any Data it uploads. In uploading Data, the Clinic grants the Company the irrevocable, non-exclusive right to:
      (a) store, use, display, promote, sell and or provide access to the Data (including any intellectual property rights) on CC; and
      (b) use the Clinic’s Business name, Listing and or Profile for promotional purposes throughout all media (including but not limited to email, advertisements, other sites, and or search engines).
  10. INDEMNITY
    1. The Clinic hereby agrees to defend, indemnify, and hold harmless the Company and its officers, directors, employees, and licensors against any and all costs, loss, or damage suffered or may incur by reason of any Data imported into CC, the access and use of CC and or any breach or alleged breach of this Agreement by the Clinic.
    2. Should the Company, in its sole discretion, determine that the Clinic has breached this Agreement, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and or other remedies, including, without limitation, court action.
    3. Subject to any other provision of this Agreement, if the Clinic fails to meet its obligation and or breaches this Agreement, then the Clinic must pay the amount specified in the Liquidated Damages as liquidated damages to the Clinic for any loss or damage suffered or may be suffered by the Clinic as result of the Clinic’s breach (which amount the parties acknowledge to be a genuine pre-estimate of the loss suffered by the Clinic). The Liquidated Damages must be paid within five (5) business days of the date of CC’s notice claiming the Liquidated Damages.
  11. NO WARRANTIES AND LIMITATION OF LIABILITY
    1. The Company makes no warranty that the Clinic’s use of CC will generate any increase in bookings, clients, sales, or activity for the Business. CC is merely a platform for the Clinic to provide Listings and does not promote Listings and or receive incentives from clinics to engage in promotional activities.
    2. CC is provided on an “as is” basis and without representations or warranties of any kind to the Clinic, whether express or implied, including without limitation as to the quality and or fitness of CC for a particular use, accessibility, or warranties that access to, or use of CC will be uninterrupted or error-free. The Company does not represent that CC will be secure or free of viruses or other harmful material or elements, or that any Company Materials (or other information contained on CC) will be correct, accurate, timely, or complete.
    3. The Company has no liability for consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused, arising in any way out of or in connection with CC, including but not limited to any loss or damage arising in connection with the Listing, Service, Profile, Account, Business, and or other Data provided to the Company and or the termination or suspension of the Account. For the avoidance of doubt, the Company is not responsible for the Services, products, Business practices, and or any information provided to any User by a Business and or Clinic or on behalf of the Business and or Clinic.
    4. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted, or modified. Apart from those that cannot be excluded, The Company and CC exclude all conditions and warranties that may be implied by law, however any liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option, to the re-supply of services, or payment of the cost of re-supply of services;
  12. ASSIGNMENT
    1. The Clinic acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of the Company. The Company reserves its right to assign the provisions of this Agreement at any time.
  13. GOVERNING LAW AND JURISDICTION
    1. Please note that this Agreement or any dispute or claim arising out of or in connection with it or use of CC (whether or not contractual) shall be governed by laws of Victoria, Australia.
    2. The Clinic agrees that the courts of Victoria shall have exclusive jurisdiction over any dispute or claim arising from, or related to, this Agreement or use of the Service (including non-contractual disputes or claims).
    3. This Agreement does not create an agency, partnership, employment, or joint venture relationship between the User, CC, and the Company.
    4. The Company will not be liable for any delay in performing or failure to perform its obligations caused by any force majeure event. In those circumstances the Company will be granted a reasonable extension of time for the performance of its obligations, the reasonableness of that extension to be assessed in the context of this Agreement and CC’s other commitments.
    5. The Clinic is solely responsible for complying with any applicable laws of the State, Territory or Country from which they access CC.
    6. No third party or (except, where applicable, the permitted assign of the Company) is entitled to the benefit of these Terms and Conditions under the Australian Consumer Law is set out in Schedule 2 of the Competition and Consumer Act 2010 or otherwise.
  14. CHANGES AND MODIFICATIONS
    1. To the CC
      • The Company is constantly updating and improving CC to try and find ways to provide the Clinic with new and innovative features. Improvements and updates are also made to reflect changing technologies, tastes, behaviours, and the way people use the Internet and CC. The Company may, at its sole discretion, from time to time:
        (i) introduce new features or functions;
        (ii) remove some features or functions;
        (iii) creating, promoting, or using most up to date technologies; and
        (iv) make any changes that it deems necessary on CC are offered and to this Agreement.
      • To action any changes or modifications to the CC, the Company may need to update, reset, stop offering, and or supporting a particular part of the CC, or feature relating to the CC. These changes to CC may affect the Clinic’s past activities on the CC Services and features used by the Clinic.
      • The Clinic acknowledges that changes will occur to the CC. These changes may affect the ability to provide CC to the Clinic. As a result of these changes, the Company may even suspend the CC entirely, in which event the Company will notify the Clinic in advance where possible, unless extenuating circumstances, such as safety or security concerns, prevent the Company from doing so.
      • Once the Company has made changes to CC, the Clinic’s continued use of CC will demonstrate the Clinic’s acceptance of such changes.
    2. To these Terms and Conditions
      • The Company may revise this Agreement from time to time and any changes will take effect after three (3) days of any notification via email or through CC notifying the Clinic of any changes, or at the time the revised Agreement is posted (whichever is the earlier) and the Clinic’s continued use of the CC Services shall constitute acceptance of such revisions.
      • Changes will usually occur because of new features being added to CC, changes in the law, or where the Company need to clarify its position on something.
      • The Company will endeavour where possible and reasonable, but is not obliged, to contact the User to inform the Clinic of any significant changes to any of the documents referred to in this Agreement.
  15. GST
    1. All amounts payable under this Agreement are deemed to be inclusive of any applicable Goods and Services Tax unless otherwise stated.
  16. ENTIRE AGREEMENT
    1. This Agreement shall constitute the entire agreement and understanding between the Clinic and the Company concerning the subject matter hereof and supersedes all prior agreements and understanding of the Clinic and the Company with respect thereto.
    2. If any provision of this Agreement shall be unlawful, void, or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.