IMPORTANT TERMS AND CONDITIONS

These Important Terms highlight provisions that may materially affect the Customer. They form part of the agreement between Smart Local and the Customer but do not replace the complete Smart Local Customer Terms available at the link above.

The agreement between the parties consists of:

• this Quote or Order;
• any Special Conditions written into this Quote;
• these Important Terms;
• the complete Smart Local Customer Terms identified by the version number above;
• any applicable Product Schedule;
• any approved written variation;
• the applicable Ezidebit Direct Debit Request and Service Agreement; and
• Smart Local’s Privacy Policy in relation to the handling of Personal Information.

If there is an inconsistency, an expressly negotiated Special Condition in this Quote prevails, followed by these Important Terms, the applicable Product Schedule and then the general Customer Terms.

No verbal representation changes the Contract unless it is confirmed in writing by an authorised Smart Local representative. Nothing in this provision excludes liability for a representation or statutory right that cannot lawfully be excluded.

1. Authority to Enter the Contract

By accepting this Quote, the person accepting confirms that they:

• are authorised to enter the Contract on behalf of the Customer identified in this Quote;
• are authorised to purchase the Products and Services identified in this Quote;
• are authorised to provide Smart Local with access to the Customer’s relevant accounts, websites, advertising platforms and other Digital Assets;
• are authorised to establish the agreed payment arrangement; and
• have had a reasonable opportunity to read the complete Customer Terms before accepting the Quote.

Where the Customer is a company, trust, partnership or other organisation, the person accepting warrants that they have authority to bind that entity.

2. Minimum Periods and 30-Day Cancellation

2.1 Minimum Period

A Minimum Period only applies where it is expressly identified in this Quote.

The Customer agrees to maintain and pay for the applicable Product throughout the Minimum Period, subject to:

• any termination right expressly contained in the Contract;
• Smart Local’s material breach;
• any material adverse variation made by Smart Local;
• any statutory cancellation right; and
• any right which cannot lawfully be excluded.

2.2 Thirty days’ written notice

Unless this Quote expressly states otherwise, either party may terminate an ongoing Product or the Contract by giving 30 days’ written notice.

Cancellation notices should be sent to:

customercare@smart-local.com.au

A Customer may initiate a cancellation request by calling Smart Local. However, the cancellation must be confirmed in writing by the Customer or Smart Local.

The 30-day notice period commences on the date that:

• Smart Local receives the Customer’s written cancellation notice; or
• Smart Local sends written confirmation of a cancellation request initially made by telephone.

A telephone conversation that is not confirmed in writing does not, by itself, constitute formal notice.

2.3 Services during the notice period

Unless the parties agree otherwise in writing:

• Smart Local will continue providing the applicable Services during the 30-day notice period;
• recurring Service Fees continue to apply during the notice period;
• approved Campaign Spend and unavoidable third-party charges continue to apply;
• the Customer must continue providing reasonable access and cooperation; and
• termination becomes effective at the end of the notice period.

The parties may agree in writing to stop active campaign work earlier while retaining the applicable payment and handover arrangements.

2.4 Cancellation during a Minimum Period

The Customer may give 30 days’ written notice during a Minimum Period.

If the effective termination date occurs before the Minimum Period expires, the Customer must pay:

• all amounts properly due up to the effective termination date;
• any non-cancellable advertising, software, telecommunications, licensing or other third-party costs already committed on the Customer’s behalf; and
• the applicable Early Termination Amount.

Unless a different formula is clearly stated in this Quote, the Early Termination Amount is the Service Fees that would otherwise have been payable for the balance of the Minimum Period, less costs that Smart Local reasonably avoids as a direct result of early termination.

No Early Termination Amount applies where the Customer is lawfully terminating because of:

• an unremedied material breach by Smart Local;
• a material adverse change imposed by Smart Local which the Customer has not accepted;
• a right available under the Australian Consumer Law; or
• another non-excludable legal right.

2.5 Payment cancellation is not service cancellation

Cancelling, blocking, replacing or revoking a bank account, payment card or Ezidebit authority:

• does not constitute notice of termination;
• does not end the Contract;
• does not remove the 30-day notice requirement;
• does not extinguish an amount already due; and
• does not prevent Smart Local from recovering an amount properly payable under the Contract.

If the Customer cancels its payment authority while Services continue, the Customer must immediately establish another acceptable payment method.

3. Continuation, Renewal, Pricing and Discounts

3.1 Continuation after the Minimum Period

Unless this Quote expressly states that the Product ends automatically, the Product will continue on a month-to-month basis after the Minimum Period.

After the Minimum Period, either party may terminate the Product on 30 days’ written notice.

A new fixed Minimum Period will not arise automatically unless:

• this Quote clearly states that a fixed-term renewal applies; or
• the Customer separately agrees to the new Minimum Period in writing.

3.2 Material price changes

Smart Local may change an ongoing recurring Service Fee by giving the Customer at least 30 days’ written notice.

If the Customer does not accept a material price increase, the Customer may terminate the affected Product before the increase takes effect.

Where the price change is imposed during a Minimum Period and materially disadvantages the Customer, the Customer may terminate the affected Product without an Early Termination Amount attributable solely to that price change.

3.3 Expiry of a disclosed discount

Where this Quote specifies that a discount applies for a defined period, the Product will revert to the standard rate stated in this Quote at the end of the discount period.

A reversion to a clearly disclosed standard rate is not an unnotified price increase.

3.4 Changes to terms

Smart Local may update its Customer Terms to address:

• legal or regulatory changes;
• security requirements;
• changes to third-party providers;
• new Products or technology;
• operational improvements; or
• clarification of existing provisions.

A materially adverse change will not be imposed on an existing Customer solely through a hidden website update. Smart Local will provide reasonable notice of a material change and any applicable cancellation rights.

4. Customer Responsibilities

The Customer must:

• keep its contact, billing and authorised-representative details current;
• provide complete and accurate business information;
• ensure its business claims, prices, offers, licences, qualifications and promotions are accurate and lawful;
• maintain all licences and approvals required to supply its products or services;
• provide requested access, content, images, logos, approvals and credentials within a reasonable period;
• ensure Customer-supplied material does not unlawfully infringe another person’s intellectual property;
• notify Smart Local promptly of material changes to the Customer’s business;
• protect account credentials and use multi-factor authentication where reasonably requested;
• promptly report suspected unauthorised account access;
• ensure its personnel and contractors comply with relevant privacy, recording and security requirements;
• respond reasonably to approval and information requests; and
• comply with applicable Google, Meta, Microsoft, WildJar, Ezidebit and other third-party platform requirements.

4.1 Approvals and delays

Where Smart Local requests routine approval or consolidated feedback, the Customer should respond within three Business Days unless another timeframe is agreed.

If no response is received, Smart Local may use reasonable professional judgement to progress routine work required to avoid unnecessary delay.

Silence will not, by itself, be treated as approval to:

• materially increase an advertising budget;
• commence a materially different Product;
• publish a materially different regulated claim; or
• incur a substantial new charge not already authorised by the Contract.

Customer delays extend delivery and campaign timeframes to the extent reasonably affected by those delays.

4.2 Changes and additional work

The Customer may request changes to Digital Products at any time.

A request involving additional locations, Products, pages, campaigns, integrations, rebuilds, urgent recovery, migration or other work outside the agreed scope may be treated as a variation.

Smart Local will obtain approval for a material additional charge before performing substantial out-of-scope work unless the charge has already been authorised by this Quote.

4.3 Customer or third-party interference

Smart Local is not responsible for adverse performance caused by uncoordinated or unauthorised changes made by:

• the Customer;
• the Customer’s personnel;
• another marketing provider;
• a website developer;
• an IT provider;
• a former provider; or
• another third party.

This includes changes to:

• advertising budgets;
• advertisements;
• keywords;
• audiences;
• conversion actions;
• websites;
• landing pages;
• DNS;
• hosting;
• analytics;
• tags;
• Google Business Profile;
• call tracking;
• account permissions; or
• platform billing.

Restoration or investigation work arising from third-party interference may be charged as an approved variation.

5. Authority to Access and Manage Digital Assets

The Customer appoints Smart Local as its limited authorised representative solely for the purpose of delivering the agreed Services.

This authority may include reasonable access to and management of:

• Google Ads;
• Google Business Profile;
• Google Analytics;
• Google Search Console;
• Google Tag Manager;
• Google Merchant Center;
• Meta and social media platforms;
• Microsoft advertising platforms;
• Customer websites and content management systems;
• domains and DNS;
• hosting;
• WildJar;
• CRM systems;
• email and messaging integrations;
• directories;
• landing pages;
• tracking systems; and
• other agreed Digital Assets.

The Customer warrants that it has authority to grant this access.

This limited appointment does not create a general agency, partnership, joint venture, employment relationship or fiduciary relationship.

Smart Local is not required to transfer its:

• master advertising accounts;
• agency accounts;
• master reporting environments;
• internal software;
• automation accounts;
• scripts;
• licences used across multiple customers;
• internal credentials;
• proprietary dashboards; or
• other Smart Local Background Intellectual Property.

6. Fees, Campaign Spend and Third-Party Costs

Smart Local Service Fees and Campaign Spend are separate unless this Quote expressly states otherwise.

Service Fees are paid for Smart Local’s work, strategy, management, technology and Services.

Campaign Spend or Media Spend is money used to purchase advertising from Google, Meta, Microsoft or another advertising provider.

Third-party costs may include:

• advertising spend;
• WildJar charges;
• hosting;
• domains;
• software licences;
• plugins;
• SMS or telecommunications charges;
• stock assets;
• payment processing fees; and
• other approved provider costs.

Campaign Spend already used or irreversibly committed to a third-party provider is not ordinarily refundable by Smart Local.

Unused Campaign Spend actually held by Smart Local will be reconciled subject to:

• committed provider costs;
• amounts already spent;
• outstanding amounts properly due;
• provider credits or restrictions; and
• applicable law.

7. Ezidebit Direct Debit Authority

Smart Local uses Ezidebit Pty Ltd ACN 096 902 813 as a third-party payment collection and processing provider.

Where direct debit applies, the Customer must complete or accept the applicable Ezidebit Direct Debit Request.

By accepting this Quote and completing or accepting the Direct Debit Request, I/We authorise Ezidebit Pty Ltd ACN 096 902 813, Direct Debit User ID numbers 342190, 342191 and 428198, to debit my/our nominated account through the Bulk Electronic Clearing System in accordance with the Direct Debit Request and the applicable Ezidebit Direct Debit Request Service Agreement.

The Customer also authorises Smart Local to provide Ezidebit with instructions to process amounts properly payable under the Contract, including:

• recurring Service Fees;
• agreed Campaign Spend;
• GST;
• approved variations;
• authorised usage-based fees;
• agreed third-party costs; and
• other amounts clearly provided for under this Quote or the Customer Terms.

7.1 Variable debit amounts

Where amounts may vary, the Customer authorises variations which arise from:

• the payment structure disclosed in this Quote;
• approved changes to Campaign Spend;
• the expiry of a clearly disclosed discount;
• an approved Product variation;
• agreed usage-based charges; or
• another amount authorised under the Contract.

Other material changes to the amount or timing of a debit will be handled in accordance with the applicable Ezidebit requirements.

7.2 Failed payments

The Customer must:

• ensure its nominated account can accept direct debits;
• maintain sufficient cleared funds;
• keep its payment details accurate and current; and
• provide an alternative payment method if the existing arrangement is cancelled or unavailable.

Unsuccessful payments may be reprocessed where permitted by the applicable Ezidebit authority.

The Customer may be responsible for reasonable dishonour, reprocessing, collection or third-party fees actually incurred, to the extent permitted by law.

7.3 Payment disputes

A Customer disputing an invoice or debit should promptly provide written details identifying:

• the disputed amount;
• the reason for the dispute; and
• relevant supporting information.

The undisputed portion remains payable.

Nothing in the Contract prevents the Customer from contacting its financial institution or exercising a lawful payment-dispute right.

A chargeback does not extinguish an underlying contractual debt where the amount was properly payable.

7.4 Refund processing

An approved refund may be processed through Ezidebit or the original payment channel.

Smart Local will take reasonable steps to submit an approved refund promptly but does not control the processing and settlement timeframes of:

• Ezidebit;
• the Customer’s financial institution;
• card networks;
• banks; or
• another payment provider.

8. Smart Local Payment Methods on Customer Accounts

Where Smart Local voluntarily places a Smart Local-owned card or payment method on a Customer’s Google Ads, Meta or other advertising account:

• the payment method remains the property of Smart Local;
• it may only be used for the campaign, budget and period authorised by Smart Local;
• the Customer must not use it for unrelated expenditure;
• the Customer must reasonably cooperate with its removal when requested;
• the Customer must remove it promptly at the end of the relationship where the Customer controls billing access; and
• the Customer must provide written confirmation once removal is complete.

The Customer must not knowingly allow new charges to be applied to a Smart Local payment method after receiving notice that authority to use it has ended.

Unauthorised charges may be recovered from the Customer to the extent they arose from the Customer’s act or omission and recovery is permitted by law.

9. Privacy, Personal Information and Overdue Accounts

Smart Local may collect, hold, use and disclose Personal Information in accordance with:

• the Contract;
• Smart Local’s Privacy Policy;
• applicable privacy law; and
• the legitimate delivery, administration and protection of the Services.

This may include disclosure to:

• employees and authorised contractors;
• professional advisers;
• payment providers;
• technology providers;
• advertising platforms;
• call tracking providers;
• hosting providers;
• insurers;
• debt recovery providers;
• banks;
• regulators; and
• other persons where permitted or required by law.

The Customer authorises Smart Local to use Personal Information reasonably necessary to:

• provide the Services;
• establish and administer payment;
• manage Digital Assets;
• measure campaigns;
• attribute leads;
• communicate with the Customer;
• manage security;
• resolve disputes; and
• comply with legal obligations.

9.1 Credit information

Smart Local may provide overdue-account information to a debt collection provider where lawful and reasonably necessary.

Smart Local will only disclose consumer credit default information to a credit reporting body if:

• Smart Local is legally entitled to do so;
• the disclosure is permitted under applicable credit-reporting law;
• all required prior notices have been given; and
• the applicable procedural requirements have been satisfied.

Nothing in this provision represents that Smart Local is a regulated credit provider in every Customer transaction.

10. WildJar Call Tracking, Recording and Analysis

10.1 Call tracking is part of campaign measurement

The Customer acknowledges that Smart Local uses telephone call tracking as an important part of:

• campaign attribution;
• lead reporting;
• campaign optimisation;
• conversion measurement;
• service quality;
• dispute investigation; and
• proof of campaign-generated enquiries.

Smart Local currently uses WildJar and may use another suitable call tracking or telecommunications provider.

Call tracking may apply to:

• Google Ads;
• Google Business Profile;
• organic search;
• Smart Local pages;
• landing pages;
• Customer websites;
• social advertising;
• AI advertising;
• directories;
• offline advertising;
• referral campaigns; and
• other agreed campaign sources.

The Customer authorises Smart Local to establish, configure and operate:

• Tracked Numbers;
• call forwarding;
• dynamic number insertion;
• call routing;
• call attribution;
• call analytics;
• call recording;
• call transcription; and
• automated call intelligence.

10.2 Recording of campaign calls

Where call recording is enabled, incoming calls made through an applicable campaign Tracked Number may be recorded for the full duration of the call.

The Customer expressly authorises:

• Smart Local to enable the recording;
• WildJar or another provider to make and store the recording;
• the collection of caller identification and campaign information;
• authorised Smart Local personnel to access and listen to the recording; and
• automated systems to process the recording as permitted by this clause.

10.3 Caller notification

Smart Local will ordinarily configure an automated message before recording begins, using wording substantially similar to:

“This call may be recorded and analysed for quality, training and marketing attribution purposes.”

The Customer must not knowingly remove, disable, bypass or interfere with the recording notice unless:

• the Customer has implemented another legally compliant notification process; and
• Smart Local has approved that configuration in writing.

10.4 Customer personnel

The Customer must inform all relevant:

• employees;
• receptionists;
• contractors;
• call centre personnel;
• agents; and
• other representatives

that campaign calls may be tracked, recorded, transcribed and reviewed.

The Customer is responsible for any additional employee, workplace surveillance, industry-specific or jurisdiction-specific notices applying to its personnel or business.

10.5 Information collected

Call tracking may collect or generate information including:

• caller telephone number;
• caller identification details;
• date and time;
• duration;
• answered, missed or abandoned status;
• repeat-call information;
• campaign source;
• medium;
• advertisement;
• keyword or search information where available;
• landing page;
• referring website;
• location-related information where available;
• call recording;
• voicemail;
• transcript;
• call summary;
• lead classification;
• conversion classification;
• sentiment or intent analysis;
• call score;
• action points; and
• other attribution or technical information.

10.6 Smart Local access and permitted use

The Customer authorises authorised Smart Local personnel to listen to, review, classify and analyse recorded campaign calls for:

• confirming whether a campaign generated an enquiry;
• distinguishing genuine enquiries from spam, suppliers, wrong numbers or existing customers;
• campaign optimisation;
• keyword and audience decisions;
• advertising-budget decisions;
• reporting;
• quality assurance;
• call-routing troubleshooting;
• assessing whether campaign enquiries are being answered and handled;
• investigating Customer concerns;
• resolving disputes;
• fraud or misuse detection;
• security;
• legal compliance; and
• improving the Services.

10.7 AI transcription and call intelligence

Where enabled, recordings may be processed using automated or artificial-intelligence systems for:

• speech-to-text transcription;
• summarisation;
• sentiment analysis;
• keyword identification;
• lead classification;
• call scoring;
• intent analysis;
• conversion identification; and
• generation of recommended follow-up actions.

The Customer acknowledges that automated outputs may contain errors and should not be treated as infallible.

10.8 Retention

Call recordings and related outputs are stored subject to the applicable provider’s retention arrangements.

They are not intended to be permanent legal or business archives.

The Customer must request or export an important recording before the applicable retention period expires.

Recordings may become unavailable after:

• the provider’s retention period;
• cancellation of the relevant service;
• termination of the Contract;
• provider deletion;
• account closure; or
• a technical event outside Smart Local’s reasonable control.

10.9 Sensitive information and payment details

The Customer must notify Smart Local if its campaign calls routinely involve:

• health information;
• financial information;
• legal information;
• government identifiers;
• information concerning children;
• or other sensitive information requiring additional protection.

Recorded lines should not intentionally be used to collect:

• complete payment card numbers;
• CVV numbers;
• passwords;
• authentication codes; or
• other highly sensitive credentials.

The Customer must implement a suitable secure process where this information is required.

10.10 Tracked Numbers

A Tracked Number provided through WildJar or another provider remains subject to that provider’s ownership, technical and porting rules.

The Customer must not assume that a Tracked Number becomes its permanent property.

A porting request is subject to:

• provider approval;
• technical feasibility;
• applicable policies; and
• applicable charges.

10.11 Termination

At or after termination:

• call tracking may cease;
• call routing may cease;
• recording may cease;
• Smart Local access may be removed;
• Tracked Numbers may cease to operate;
• integrations may be removed; and
• recordings may later be deleted.

Nothing in this clause authorises recording, access or disclosure contrary to applicable law.

11. Confidentiality and Smart Local Internal Information

11.1 Confidential Information

Confidential Information means information that:

• is not publicly available; and
• a reasonable person would understand to be confidential having regard to its nature or how it was disclosed.

Smart Local Confidential Information includes non-public:

• systems;
• software;
• methodologies;
• workflows;
• automation;
• prompts;
• campaign structures;
• content systems;
• optimisation methods;
• page formulas;
• reporting logic;
• dashboards;
• pricing structures;
• sales processes;
• training materials;
• scripts;
• strategic plans;
• account structures;
• supplier arrangements;
• security information;
• credentials;
• internal communications;
• client lists;
• prospective-client information;
• client contact information;
• information about Smart Local’s client relationships; and
• other commercially sensitive internal information.

11.2 Customer obligations

The Customer must:

• use Smart Local Confidential Information only for legitimate purposes connected with the Contract;
• protect it from unauthorised access or disclosure;
• not unnecessarily copy or publish it;
• restrict access to people who reasonably need it;
• not use it to replicate Smart Local’s proprietary systems;
• not disclose it to a competitor for replication purposes; and
• not commercially exploit it without written authority.

11.3 Permitted disclosures

The Customer may disclose relevant information confidentially to:

• its lawyer;
• accountant;
• insurer;
• financier;
• regulator;
• bank;
• payment provider;
• court;
• law enforcement agency; or
• another professional adviser

where reasonably required and subject to applicable confidentiality obligations.

Confidential Information does not include information which the Customer can establish:

• was already lawfully known;
• became public without breach;
• was independently developed;
• was lawfully received from another source; or
• must be disclosed by law.

12. Responsible Communications and Protection of Business Relationships

Neither party must knowingly or recklessly make, publish or communicate a materially false or misleading factual statement concerning the other party, its personnel, services, billing or business practices where the statement causes or is reasonably likely to cause material commercial or reputational harm.

The Customer must not use non-public Smart Local Confidential Information, including Smart Local client identities, contact details or relationship information, to:

• target or solicit Smart Local clients;
• encourage a Smart Local client to breach an agreement;
• improperly interfere with a Smart Local commercial relationship;
• obtain a commercial advantage from Smart Local’s confidential client information; or
• disseminate Smart Local’s Confidential Information.

This restriction does not prevent lawful contact with a person or business:

• independently known to the Customer;
• identified through a lawful public source; or
• contacted without using Smart Local Confidential Information.

Nothing in this section prevents:

• truthful statements;
• an honestly held opinion clearly presented as opinion;
• a genuine complaint made in good faith;
• a truthful review;
• a genuine payment dispute;
• legal advice;
• communication with a regulator;
• communication with a bank or payment provider;
• reporting suspected unlawful conduct; or
• exercising another lawful right.

The purpose of this provision is to protect legitimate confidential information and commercial relationships. It is not intended to prohibit lawful criticism or legitimate complaints.

13. Proprietary Methodology – Local Coverage Expansion System

13.1 Smart Local proprietary methodology

The Customer acknowledges that Smart Local delivers Services using its proprietary Local Coverage Expansion System™ (“LCES™”).

LCES includes internally developed:

• systems;
• methodologies;
• workflows;
• content frameworks;
• page structures;
• service-area expansion strategies;
• internal linking strategies;
• citation strategies;
• schema structures;
• optimisation processes;
• strategic sequencing;
• prompts;
• automations;
• templates;
• formulas;
• reporting logic;
• campaign structures;
• measurement frameworks; and
• associated documentation and know-how.

Ownership of LCES and all related Background Intellectual Property remains at all times with Smart Local.

Nothing in the Contract transfers ownership of LCES, in whole or in part, to the Customer.

13.2 Customer website and business assets

The Customer retains ownership of:

• its pre-existing website;
• domain name;
• trade marks;
• business information;
• pre-existing content;
• Customer-supplied photographs;
• Customer-owned accounts; and
• other business assets owned independently of Smart Local.

Publication of Smart Local-created pages or materials on a Customer website does not transfer ownership of the underlying Smart Local systems, formulas, templates or methodologies used to create them.

13.3 Licence to use Smart Local-created LCES content

Unless this Quote expressly states that ownership of a specific Customer-Specific Deliverable is transferred, content, pages and materials created as part of LCES are provided under a:

• limited;
• non-exclusive;
• non-transferable; and
• contract-dependent

licence.

The licence permits the Customer to use those materials on the approved Customer website during:

• the active term of the Contract; and
• the ordinary 30-day termination notice period.

The licence does not transfer ownership of Smart Local’s:

• content formulas;
• page frameworks;
• reusable templates;
• prompts;
• internal linking methodologies;
• reporting systems;
• strategic sequencing;
• software;
• automation;
• or other Background Intellectual Property.

13.4 Restriction on replication and third-party use

Except where Smart Local agrees in writing, the Customer must not:

• copy;
• extract;
• replicate;
• adapt;
• reverse-engineer;
• redeploy;
• licence;
• sell;
• reproduce; or
• commercially reuse

LCES or Smart Local’s proprietary methodologies, frameworks or systems.

The Customer must not provide Smart Local deliverables, reports, templates, internal documentation or proprietary materials to another provider for the purpose of:

• replicating LCES;
• reverse-engineering LCES;
• continuing LCES using Smart Local’s proprietary systems; or
• training the provider to reproduce Smart Local’s methods.

13.5 Permitted handover information

Nothing prevents the Customer from providing a replacement provider with:

• Customer-owned account access;
• Customer-owned website files;
• Customer-specific campaign data;
• Customer-specific performance data;
• Customer-owned content;
• Customer-owned photographs;
• or other non-proprietary information reasonably required for an orderly handover.

The Customer must not provide Smart Local’s internal frameworks, master systems, templates, automation, scripts, prompts or proprietary methods for replication purposes.

13.6 Reports

Customer-specific reports may be used for the Customer’s legitimate internal business purposes.

The Customer may share relevant Customer-specific data confidentially with professional advisers or a replacement provider.

Ownership of Smart Local’s report designs, templates, dashboard structures, measurement methodology and reporting logic remains with Smart Local.

14. Website Ownership, Licensing and Termination

14.1 Website ownership

Where a website build is:

• separately purchased;
• expressly transferred;
• or expressly gifted to the Customer in writing,

the Customer will retain the Customer-specific website after termination, subject to payment of any undisputed amount applicable to that transfer.

The transfer excludes:

• Smart Local Background Intellectual Property;
• LCES;
• Smart Local software;
• master accounts;
• proprietary plugins;
• reusable frameworks;
• internal scripts;
• Smart Local automation;
• non-transferable subscriptions;
• third-party licences;
• provider-owned Tracked Numbers;
• Smart Local hosting infrastructure; and
• any other component Smart Local does not own or cannot lawfully transfer.

14.2 Content removal at termination

For an ordinary termination, the 30-day notice period is the standard transition period.

During that period, the Customer must:

• nominate a replacement provider where required;
• arrange website migration where applicable;
• obtain eligible Customer-owned data;
• replace Smart Local-managed tracking and integrations where required; and
• cooperate with an orderly removal of Smart Local proprietary systems.

At the effective termination date, the licence to use Smart Local LCES content ends unless Smart Local agrees otherwise in writing.

The Customer must then remove, unpublish or deactivate Smart Local-created LCES content and proprietary components.

Where Smart Local retains authorised access, the Customer authorises Smart Local to remove or deactivate:

• LCES pages and content;
• Smart Local scripts;
• Smart Local schema systems;
• Smart Local tracking;
• Smart Local integrations;
• Smart Local automation;
• Smart Local-licensed plugins;
• Tracked Numbers;
• Smart Local access; and
• other Smart Local proprietary components.

Smart Local will use reasonable care not to unnecessarily damage or remove Customer-owned assets while carrying out this process.

14.3 Immediate termination

Where immediate termination occurs because of a serious legal, security, fraud, payment-method, confidentiality or intellectual-property risk, Smart Local may remove or suspend affected proprietary systems sooner where reasonably necessary to protect Smart Local, the Customer, third parties or Digital Assets.

Smart Local will still reasonably cooperate in returning eligible Customer-owned assets where lawful and technically practicable.

15. Hosting and Handover

Where Smart Local provides website hosting:

• hosting will ordinarily continue during the paid 30-day notice period;
• the Customer should nominate a replacement provider promptly;
• the Customer is responsible for completing migration before the effective termination date;
• ordinary reasonable handover of eligible Customer-owned assets is included;
• complex migration, rebuilding, forensic recovery or data transformation may be separately quoted;
• Smart Local is not required to transfer master hosting accounts, server credentials used across multiple customers or proprietary infrastructure; and
• hosting after the effective termination date is not automatically included unless agreed in writing.

Smart Local may provide an additional hosting period as a gesture of goodwill. A goodwill extension does not establish an obligation to provide the same extension to another Customer.

The Customer remains responsible for future:

• hosting;
• domain renewals;
• DNS;
• email configuration;
• SSL;
• maintenance;
• software licences;
• security;
• backups; and
• provider charges

after handover.

16. Third-Party Platforms and No Guaranteed Result

The Customer acknowledges that Smart Local does not control:

• Google;
• Meta;
• Microsoft;
• search engines;
• AI platforms;
• advertising auctions;
• platform algorithms;
• platform verification;
• search indexing;
• directory providers;
• telecommunications providers;
• hosting providers;
• payment providers;
• ad approval;
• platform suspensions;
• platform outages;
• third-party pricing; or
• changes to platform policies.

Unless this Quote includes an express written guarantee, Smart Local does not guarantee:

• a particular Google ranking;
• a particular map position;
• indexing;
• uninterrupted visibility;
• a particular cost per click;
• a particular cost per lead;
• a particular number of calls;
• a particular number of leads;
• a particular lead quality;
• a particular conversion rate;
• a particular number of sales;
• revenue;
• profit;
• return on investment;
• an AI citation;
• an AI recommendation; or
• uninterrupted third-party service.

Forecasts and projections are estimates, not guarantees.

16.1 Reporting and attribution

Google Ads, Google Analytics, Google Business Profile, Meta, WildJar, CRM systems and other platforms may use different attribution methods.

As a result:

• figures may differ between systems;
• the same conversion may be reported differently;
• platform data may be modelled or delayed;
• a tracked call or form is not necessarily a completed sale; and
• reports may be corrected if an error is identified.

The Customer remains responsible for:

• answering calls;
• responding to enquiries;
• quoting;
• sales follow-up;
• appointment availability;
• closing leads;
• customer service; and
• fulfilment of the Customer’s products or services.

17. Professional Conduct, Security and Material Breach

Both parties must deal with each other reasonably and professionally.

Smart Local may require communications to occur through a nominated representative or in writing where reasonably necessary because of:

• repeated abusive communications;
• harassment;
• intimidation;
• discriminatory conduct;
• threats;
• security concerns; or
• serious misconduct.

A genuine complaint, negative review or robust commercial disagreement does not, by itself, constitute misconduct.

17.1 Remediable material breach

Either party may terminate an affected Product or the Contract if the other party:

• commits a material breach; and
• fails to remedy the breach within seven Business Days after receiving written notice identifying the breach and requiring it to be remedied.

17.2 Serious or irremediable breach

Either party may terminate immediately where the other commits a sufficiently serious breach that cannot reasonably be remedied.

Examples may include:

• fraud;
• deliberate unauthorised system access;
• deliberate misuse of another party’s payment method;
• serious threats or violence;
• deliberate security interference;
• unlawful instructions;
• deliberate misuse of confidential client information;
• serious intentional misuse of intellectual property;
• knowingly false factual communications causing or likely to cause serious commercial harm;
• deliberate interference with Digital Assets;
• fraudulent platform reports;
• fake reviews;
• intentional campaign sabotage; or
• other serious unlawful conduct.

Whether conduct justifies immediate termination depends on its seriousness, evidence and consequences.

18. Suspension

Smart Local may suspend an affected Product where reasonably necessary because of:

• material overdue payment;
• unlawful instructions;
• a serious security risk;
• compromised credentials;
• platform suspension;
• lack of required access;
• suspected fraud;
• unauthorised use of a Smart Local payment method;
• serious abuse or threats;
• a material contractual breach; or
• a legal or provider requirement.

Where reasonably practicable, Smart Local will provide notice and an opportunity to remedy the issue before suspension.

Immediate suspension may occur where delay would materially increase legal, security, financial or reputational risk.

19. Refunds, Credits and Goodwill Concessions

Nothing in the Contract excludes a statutory refund, remedy or right that cannot lawfully be excluded.

Subject to those rights:

• completed Services are not automatically refundable because the Customer changes its mind;
• Campaign Spend already used or committed is not ordinarily refundable by Smart Local;
• third-party costs may be non-refundable;
• an approved refund may be processed through the original payment channel; and
• provider settlement delays may apply.

A discretionary:

• refund;
• credit;
• free month;
• fee waiver;
• complimentary website;
• hosting extension;
• additional work;
• or other commercial concession

is a gesture of goodwill unless Smart Local states otherwise.

A goodwill concession does not, by itself:

• admit liability;
• admit that billing was incorrect;
• admit that Services were deficient;
• admit breach;
• validate an allegation;
• waive unrelated rights; or
• establish a precedent for another Customer.

20. Customer Indemnity

To the extent permitted by law, the Customer indemnifies Smart Local against third-party claims, liabilities, penalties, losses and reasonable external legal costs to the extent arising from:

• unlawful Customer-supplied content;
• intellectual-property infringement in Customer-supplied material;
• unlawful Customer products or services;
• materially inaccurate information supplied by the Customer;
• Customer data which the Customer was not authorised to provide or use;
• unlawful use or disclosure of call recordings or Personal Information by the Customer;
• unauthorised use of Smart Local systems;
• unauthorised use of Smart Local payment methods;
• Customer interference with Digital Assets; or
• the Customer’s material breach of the Contract.

The indemnity is reduced to the extent that the loss was caused or contributed to by Smart Local’s breach, negligence, wilful misconduct or unlawful act.

21. Liability and Australian Consumer Law

Nothing in the Contract excludes, restricts or modifies any statutory guarantee, right or remedy which cannot lawfully be excluded.

To the maximum extent permitted by law:

• Smart Local is not liable for speculative or indirect loss that is not a direct and reasonably foreseeable consequence of a breach;
• Smart Local is not liable for loss caused solely by a third-party platform change, outage or decision;
• Smart Local is not liable for loss caused solely by Customer or third-party interference; and
• Smart Local’s aggregate liability arising from an affected Product is limited to the Smart Local Service Fees paid or payable for that Product during the 12 months immediately before the event giving rise to the claim.

Campaign Spend and pass-through third-party costs are not Smart Local Service Fees for the purpose of the liability cap.

The liability cap does not apply where liability cannot lawfully be limited.

Amounts properly due under the Contract are payment obligations and are not claims for damages subject to the liability cap.

22. Express Customer Acknowledgements

By accepting this Quote, the Customer expressly acknowledges and agrees that:

• the Customer has read or had a reasonable opportunity to read the full Customer Terms;
• any Minimum Period is clearly identified in this Quote;
• ordinary cancellation requires 30 days’ written notice;
• cancelling the Ezidebit authority does not cancel the Services;
• Services and applicable charges continue during the 30-day notice period unless otherwise agreed;
• an Early Termination Amount may apply if the Customer terminates during a Minimum Period;
• Products may continue month-to-month after the Minimum Period;
• a disclosed term discount may revert to the stated standard rate;
• Smart Local may access and manage agreed Digital Assets;
• Smart Local may use Ezidebit to process amounts properly due under the Contract;
• Campaign Spend is separate from Smart Local Service Fees unless expressly stated otherwise;
• campaign calls may be tracked, recorded, listened to, transcribed and analysed;
• the Customer must inform relevant personnel that campaign calls may be recorded;
• Smart Local may use WildJar and other authorised providers to process campaign call information;
• Smart Local owns LCES and its proprietary methodologies;
• LCES content is licensed rather than transferred unless this Quote expressly states otherwise;
• the standard 30-day notice period is the ordinary transition period;
• Smart Local proprietary content and technology may be removed or deactivated at termination;
• a separately transferred or gifted Customer website remains with the Customer, excluding Smart Local Background Intellectual Property and third-party licences;
• Smart Local does not guarantee particular rankings, lead volumes, sales or return on investment;
• the Customer is responsible for the accuracy and lawfulness of its business information and claims; and
• the person accepting has authority to bind the Customer.

23. Recommended Electronic Acceptance Fields

• I have read and agree to this Quote and the Smart Local Customer Terms version identified above.
• I understand that ordinary cancellation requires 30 days’ written notice and that an Early Termination Amount may apply during a Minimum Period.
• I authorise the Ezidebit payment arrangement described above and understand that cancelling the payment authority does not cancel the Services.
• I authorise campaign call tracking, recording, transcription and analysis through WildJar or another approved provider.
• I acknowledge Smart Local’s ownership of LCES and the licence and content-removal provisions described above.