Verified Listing Terms.

Parties

(1) WA Mining Index, ABN 15 374 944 529, of Perth, Western Australia ("WA Mining Index", "we", "us"); and

(2) the business named in the Particulars ("Client", "you").

(each a "Party" and together the "Parties")

Background

(A) WA Mining Index operates an online directory at waminingindex.com.au focused on the Western Australian mining sector and related service industries.

(B) The Client wishes to engage WA Mining Index to provide a Verified Listing as described in the Particulars, on these Terms.

It is agreed as follows:

1. Definitions

• "Agreement" means these Terms together with the Particulars.
• "Order Confirmation" means the document issued by WA Mining Index with the Client's invoice, setting out the Particulars.
• "Particulars" means the services, regions, fees, billing period, Commencement Date, Initial Term, renewal terms and any Special Conditions of the Client's Verified Listing, as set out in the Order Confirmation and the invoice.
• "Commencement Date" means the date specified in the Particulars, being the date from which the Services are activated.
• "Fees" means the amounts payable by the Client under the Particulars.
• "Lead" means an enquiry submitted by a third-party visitor to the Platform through an enquiry form intended for the Client, including the visitor's name, email address and (where provided) company name, phone number and message content.
• "Platform" means the website at waminingindex.com.au and any successor or associated properties operated by WA Mining Index.
• "Verified Listing" means the verified profile, placements and related features provided to the Client as described in the Particulars.
• "Services" means the Verified Listing and any additional services described in the Particulars.
• "Term" means the period described in Clause 4.

2. Services

WA Mining Index will provide the Services to the Client as described in the Particulars, from the Commencement Date and for the duration of the Term, subject to these Terms.

The Verified Listing consists of the following, as particularised in the Particulars:

• A verified company profile page on the Platform (company description, website link and direct enquiry form), published and indexable by search engines.
• Placement on the service × region pages listed in the Particulars, capped at three Verified providers per page.
• A Verified entry in the Platform's supplier directory.
• Forwarding of Leads submitted through the Client's enquiry form (Clause 6).

"Verified" means that, before activation, WA Mining Index has checked the Client's ABN, a current certificate of currency for the Client's insurance, and one client reference. It is a check of identity and credentials only; it is not an endorsement of the quality of the Client's goods or services.

All Verified Listings are clearly identified as paid placements on the Platform in accordance with our Editorial Policy and ACCC guidance on disclosure of commercial relationships. Paid placement never alters the factual mining data published on the Platform.

3. Client Content and Approval

The Client will provide the content for its Verified Listing (company description, website address, the services and regions it covers, and the contact details enquiries are sent to). The Client warrants that:

• All Client-provided content is accurate, current and not misleading.
• The Client owns or is licensed to use all intellectual property in the content (including trade marks and text).
• The content complies with all applicable laws, including the Australian Consumer Law and intellectual property laws.

WA Mining Index may, acting reasonably, refuse to publish, edit or remove content that we consider misleading, unlawful, contrary to our Editorial Policy, or otherwise likely to harm visitors or third parties. Where reasonably practicable we will give the Client an opportunity to amend the content before removal.

4. Term and Renewal

This Agreement commences on the Commencement Date and continues for the initial term specified in the Particulars (the "Initial Term").

At the end of the Initial Term, the Agreement will automatically renew for successive periods equal to the Initial Term (each a "Renewal Term"), unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current term.

WA Mining Index may change the Fees for a Renewal Term by giving the Client at least 30 days' written notice before the renewal date, subject to any rate lock stated in the Particulars. If the Client does not agree to the revised Fees, the Client may give notice of non-renewal in accordance with this Clause.

5. Fees and Payment

• The Client will pay the Fees specified in the Particulars in accordance with the payment schedule set out there.
• Fees are stated exclusive of GST. Where WA Mining Index is registered for GST at the time of invoicing, GST will be added to invoices at the applicable rate; where it is not, no GST is charged and the invoice will say so.
• Payment is due within 14 days of the invoice date, unless otherwise specified in the Particulars.
• Overdue amounts may accrue interest at 2% above the Reserve Bank of Australia cash rate, calculated daily.
• If an invoice is more than 30 days overdue, WA Mining Index may suspend the Verified Listing until payment is received. Suspension does not entitle the Client to any reduction in Fees.
• Pre-paid Fees for the current billing period are non-refundable except as expressly provided in this Agreement or as required by the Australian Consumer Law.
• Payment before verification: where the Client pays before verification is complete, WA Mining Index will complete verification within five business days of payment. If WA Mining Index is unable to verify the Client's ABN, insurance or client reference, it will refund the Fees paid in full to the original payment method and no listing will be published.

6. Lead Delivery

• Definition: a "Lead" is an enquiry submitted by a third-party visitor through the enquiry form on the Client's profile page, expressing interest in the Client's goods or services. Leads originate from genuine visitor enquiries; WA Mining Index does not fabricate, simulate or generate Leads through artificial means.
• Delivery: Leads are forwarded to the Client by email, to the address specified in the Particulars, with the enquirer's email address as the reply-to address. WA Mining Index does not resell Leads and takes no commission on any resulting business.
• Volume: WA Mining Index does not guarantee any minimum number of Leads. Lead volume depends on visitor traffic, category demand and other factors outside our control.
• Quality: WA Mining Index does not guarantee that any Lead will convert to a sale, contract or other commercial outcome. Qualification and follow-up are the responsibility of the Client.
• Client obligations: the Client will respond to Leads within a reasonable timeframe, will use Lead contact information only to respond to the specific enquiry, and will comply with the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth) and any other applicable laws when communicating with Leads.
• Use of Lead data: the Client may not resell, transfer or share Lead contact information with any third party. The Client will store Lead data securely and delete or anonymise it when no longer needed for the original purpose.

7. Intellectual Property

Each Party retains ownership of its pre-existing intellectual property.

The Client retains ownership of its content (descriptions, trade marks and any other brand assets it supplies) and grants WA Mining Index a non-exclusive, royalty-free licence to display, host and adapt that content as reasonably required to provide the Services during the Term.

WA Mining Index retains ownership of the Platform, its taxonomy, design, code and all editorial content not provided by the Client.

The Client may not extract, scrape or use WA Mining Index's curated taxonomy or content (other than its own listing) for any purpose, and may not use the Services to build a directly competitive directory.

8. Confidentiality

Each Party will keep confidential any non-public information disclosed by the other Party that is identified as confidential or that would reasonably be regarded as confidential, and will use such information only for purposes related to this Agreement.

This obligation does not apply to information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, was independently developed, or is required to be disclosed by law.

9. Warranties and Disclaimers

WA Mining Index warrants that it will provide the Services with reasonable care and skill.

To the maximum extent permitted by law, and subject to the consumer guarantees under the Australian Consumer Law where they apply, WA Mining Index makes no other warranties, express or implied, in relation to the Services. In particular, WA Mining Index does not warrant:

• The volume, quality or conversion rate of Leads.
• Any specific search engine ranking, traffic level or visibility outcome.
• Uninterrupted availability of the Platform (although we will use reasonable efforts to maintain availability).

Nothing in this Agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy implied or imposed by the Australian Consumer Law that cannot lawfully be excluded.

10. Limitation of Liability

To the maximum extent permitted by law:

• Neither Party is liable for indirect, consequential, special or incidental loss, including loss of profit, loss of revenue, loss of business opportunity or loss of data.
• WA Mining Index's total aggregate liability to the Client under or in connection with this Agreement is limited to the total amount of Fees paid by the Client to WA Mining Index in the 12 months immediately preceding the event giving rise to the liability.

Where the Australian Consumer Law applies and the goods or services are not of a kind ordinarily acquired for personal, domestic or household use, WA Mining Index's liability for failure to comply with a consumer guarantee is limited (at WA Mining Index's option) to re-supply of the Services or payment of the cost of re-supply.

Nothing in this Clause limits liability for fraud, wilful misconduct or any liability that cannot lawfully be limited.

11. Indemnification

The Client will indemnify WA Mining Index against any third-party claim arising from:

• Client content that infringes third-party intellectual property or that is misleading, defamatory or unlawful.
• The Client's use of Lead data in breach of the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth) or other applicable laws.
• The Client's breach of this Agreement.

WA Mining Index will indemnify the Client against any third-party claim that the Platform infrastructure or the structure of the directory (excluding Client-provided content) infringes third-party intellectual property. Each indemnity is conditional on the indemnified Party notifying the indemnifying Party promptly and providing reasonable cooperation.

12. Termination

Either Party may terminate this Agreement:

• By giving 30 days' written notice before the end of the then-current Term (per Clause 4).
• Immediately, by written notice, if the other Party commits a material breach of this Agreement that is not remedied within 14 days of written notice requiring it to be remedied.
• Immediately, by written notice, if the other Party becomes insolvent, enters administration or has a controller appointed.

WA Mining Index may suspend the Verified Listing immediately, with notice, if the Client's content or conduct creates a risk of legal liability for WA Mining Index, or if Fees are 30 days or more overdue.

13. Consequences of Termination

On termination of this Agreement:

• The Verified Listing will be deactivated: the Client's profile page and its service × region placements will be removed from the Platform. A basic (unverified) directory entry may remain at the Client's request, subject to our Editorial Policy.
• Each Party will pay any amounts owed to the other up to the date of termination.
• Pre-paid Fees for the current billing period are non-refundable, except where termination is for material breach by WA Mining Index (in which case Fees for the unused portion of the period will be refunded on a pro-rata basis).
• Provisions which by their nature should survive termination (including IP, confidentiality, indemnification and limitation of liability) will continue in force.

14. Force Majeure

Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, government actions, cyberattacks, internet outages or third-party service provider failures. The affected Party will notify the other Party promptly and use reasonable efforts to mitigate the impact.

15. General

• Governing law: this Agreement is governed by the laws of Western Australia.
• Jurisdiction: the Parties submit to the exclusive jurisdiction of the courts of Western Australia for any dispute, after first attempting informal resolution by written notice with a 30-day response period.
• Notices: notices under this Agreement must be in writing and may be delivered by email — to the Client at the notices email in the Particulars, and to WA Mining Index at [email protected].
• Variation: this Agreement may only be varied by written agreement of both Parties (other than Fee changes at renewal under Clause 4).
• Assignment: neither Party may assign this Agreement without the other Party's prior written consent, except that WA Mining Index may assign in connection with a corporate restructuring, merger or sale of substantially all of its assets.
• No partnership: this Agreement does not create a partnership, joint venture, employment or agency relationship between the Parties.
• Severability: if any provision is held invalid or unenforceable, the remaining provisions continue in force.
• Entire agreement: this Agreement, including the Particulars, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions and agreements.
• Website Terms: the Platform's Terms & Conditions, Privacy Policy and Editorial Policy also apply to the Client's use of the Platform. To the extent of any inconsistency concerning the Verified Listing, this Agreement prevails over them.
• Electronic acceptance: acceptance under Clause 16 has the same effect as a signed agreement, consistent with the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2011 (WA).

16. Acceptance, Particulars and Precedence

• How you accept: the Client accepts these Terms, and the Agreement is formed, when the Client (a) ticks the acceptance box when paying through WA Mining Index's online checkout, or (b) pays the invoice issued for its Verified Listing — whichever occurs first. WA Mining Index will not activate a Verified Listing before acceptance.
• Particulars: the Order Confirmation and the invoice issued to the Client set out the Particulars. The Client should check them before paying and tell us of any error at [email protected]; we will correct and re-issue them.
• Version in force: the version of these Terms published at waminingindex.com.au/service-agreement on the date of acceptance (identified by its version number) applies for the Initial Term. WA Mining Index may publish an amended version for a Renewal Term by giving the Client at least 30 days' written notice before the renewal date; if the Client does not agree, it may give notice of non-renewal under Clause 4.
• Precedence: if there is any inconsistency, Special Conditions expressly recorded in the Order Confirmation prevail over these Terms; these Terms prevail over the remainder of the Order Confirmation; and the Order Confirmation prevails over the invoice.

Questions about these Terms: [email protected]. To apply for a Verified Listing, see Get Listed.