Advertising and Partnership Terms

These terms apply to paid advertising, sponsorship, category partnerships and related services on Chalo (chalo.au). Chalo is operated by AI Ready Marketing, ABN 63 536 179 160, referred to here as “Chalo”, “we” or “us”. The business buying a placement is “you”.

By accepting a quote, paying an invoice, or supplying artwork for a placement, you agree to these terms. Where an Order sets out specific commercial details (the placement, the term, the category, the fee), the Order governs those details and these terms govern everything else. These terms replace any terms on your purchase order or other document.

1. Definitions

Order means the written confirmation of what you are buying, usually a quote, proposal or invoice from us, together with any email agreeing its details. Placement means the advertising, sponsorship, branding or other inclusion described in the Order. Term means the period stated in the Order, starting on the date the Placement goes live. Category means the business category named in the Order, as worded in the Order. Category Leader means a Placement the Order expressly describes as exclusive within a Category and geography. Platform means chalo.au and any related email, newsletter or other channel we operate. Content means any logo, artwork, copy, image, link or other material you supply or approve. Fees means the amounts in the Order, excluding GST unless stated otherwise.

2. Orders and payment

Fees are payable in advance, in full, by the date on the invoice. GST is added to all Fees. A Placement does not go live, and an exclusive Category is not reserved, until payment has cleared.

If an invoice is not paid within seven days of its date, we may withdraw the Order and offer the Placement or Category to another business without further notice. We may suspend any live Placement while any amount is overdue. You may not withhold or set off any amount against Fees.

Fees are stated for the Term in the Order. We do not offer monthly billing. A six-month Term is a single Term with a single invoice, not an instalment of a longer Term.

3. Term, renewal and first right of refusal

A Placement runs for the Term and ends automatically. It does not renew unless a new Order is agreed. Your Fees are held for the Term and will not increase during it.

A Category Leader has a first right of refusal to renew the same Category and geography. To exercise it, you must confirm in writing no later than thirty days before the Term ends. Renewal is at the rates published at that time, not at the rates of the expiring Order. If the right is not exercised in that window, the Category is released and may be offered to any other business.

4. What we do and do not promise

We will provide the Placement described in the Order, on the Platform, for the Term. That is the whole of what we promise.

We do not guarantee any level of traffic, impressions, views, clicks, enquiries, leads, customers, sales or any other result. Chalo is a new platform and we do not publish audience figures we have not established. Any number we quote about venues, listings, suburbs or communities is a count from the Platform or a public source as at a stated date, changes daily, and is not a measure of audience or a promise of outcome. You are buying a position on the Platform, not a result.

You acknowledge you have made your own assessment of whether a Placement suits your business and have not relied on any statement by us that is not written in the Order or these terms.

5. Exclusivity

Exclusivity applies only where the Order expressly describes the Placement as Category Leader, and only for the Category and geography worded in the Order. We define the boundaries of a Category reasonably, and the Order’s wording is the test. If you want a broad Category, say so in the Order; a narrow Category wording means a narrow exclusivity.

Exclusivity means that for the Term we will not sell a paid Placement in the same Category and geography to a competitor of yours. It does not extend to:

• organic listings, claimed listings, directory entries, user-submitted content, events, reviews or any mention that is not a paid Placement;
• editorial or community content, including content about products or suppliers written by venues or by us;
• any other Category, however closely related, or any other geography;
• channels we do not operate, including search engines and social platforms;
• paid Placements booked before your Order, which run to the end of their own term.

Where an earlier booking in your Category is still running when your Term begins, we will tell you its end date before you pay, and your exclusivity begins from that date for that placement type. We may sell adjacent or sub-categories to other businesses.

6. Changes to the Platform and dated inclusions

We may change the design, layout, navigation, page structure, placement positions, sizes and features of the Platform at any time. Where a change affects your Placement, we will provide a reasonably equivalent position. A change of this kind is not a breach and does not entitle you to a refund.

We do not promise the Platform will be available at all times. We are not liable for downtime, maintenance, or the failure of any third-party service we rely on, including hosting, email delivery, payment processing and mapping.

Some inclusions depend on infrastructure that may not yet be live when you sign, and the Order will state a start date for them (for example, placement in emails or on invoices sent to venues). Those inclusions are not charged for until they begin. If a dated inclusion has not begun within ninety days of the date stated in the Order, we will credit a fair proportion of the Fees attributable to that inclusion against your next Order, or refund it if there is no next Order. That credit is your only remedy for a delayed inclusion.

7. Your Content

By supplying or approving Content you warrant that:

• you own it or have every right needed to let us use it as these terms allow;
• it is accurate, lawful, and not misleading or deceptive, including under the Australian Consumer Law;
• it does not infringe anyone’s intellectual property, privacy or other rights;
• it complies with our family-safe policy in section 8;
• any product or service it promotes may lawfully be sold to the people it is shown to.

We may decline, edit for fit or format, or remove any Content at any time, and we may remove a Placement whose Content breaches these terms without refund. We are not obliged to check Content and our publishing it is not an endorsement.

8. Family-safe policy

Chalo is family-safe by policy. We will not accept, and may remove without refund, any Placement or Content for or involving alcohol, nightlife, gambling, wagering or paid fantasy sport, dating or matchmaking, adult content, tobacco or vaping, payday or small-amount credit, speculative investment or cryptocurrency schemes, unregistered migration or education advice, or anything we reasonably consider inconsistent with a community platform serving families. Our decision is final.

9. Licences and partner recognition

You grant us a non-exclusive, royalty-free licence to reproduce and display your name, logo and Content on the Platform and in our communications for the purpose of providing the Placement, and to name you as an advertiser or partner, including in case studies, proposals and marketing, during the Term and for twelve months after it. You may withdraw the post-Term permission by written notice, and we will stop new uses within thirty days.

Everything on the Platform other than your Content, including our name, logos, design, software, data and artwork we create, remains ours. You may not use the Chalo name or marks except to say you advertise with or partner with Chalo, and only in a way we have approved.

10. Artwork and changes

Where we produce artwork, it is for use in your Placement only. We own that artwork and license it to you for the Placement; it may not be used elsewhere without our written consent. The Order states how many artwork changes are included in the Term. Further changes are charged at the published rate. We aim to action a change within three working days of receiving final files, but that is a target, not a promise.

11. Reporting, data and lists

Where the Order includes reporting, it is produced from our own measurement. Our records are final except where there is a clear error. We do not warrant that our measurement matches any third-party tool.

Where the Order includes a list of venues or new listings, it is supplied for your internal business use only. You may not sell, publish, share or redistribute it, use it for bulk marketing, or combine it with other data to identify individuals. Venue data on the Platform is drawn in part from OpenStreetMap under the Open Database Licence, and any use must carry the attribution we supply. We do not supply personal contact details, and any contact you make with a venue is your responsibility, including compliance with the Spam Act 2003, the Do Not Call Register Act 2006 and the Privacy Act 1988.

12. Cancellation and termination

Once a Placement is live, you may not cancel it and Fees are not refundable, except as these terms expressly provide.

We may end an Order immediately by written notice, without refund, if you:

• fail to pay any amount when due;
• breach section 7, 8, 9 or 11;
• supply Content that is unlawful, misleading or infringing;
• act in a way we reasonably consider damages Chalo, the community it serves or the venues listed on it;
• become insolvent or cease trading.

We may also end an Order for any other reason on thirty days’ written notice, in which case we will refund the Fees for the part of the Term not yet delivered. That refund is your only remedy.

You may end an Order if we are in material breach and have not fixed it within fourteen days of your written notice describing the breach. We will then refund the Fees for the part of the Term not yet delivered, and that refund is your only remedy.

13. Liability

Nothing in these terms excludes a guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded. Where the law allows us to limit our liability for breach of such a guarantee, it is limited to supplying the Placement again or paying the cost of having it supplied again.

Otherwise, and to the fullest extent the law allows, our total liability to you arising out of or in connection with an Order, however caused, is limited to the Fees you paid under that Order in the twelve months before the event giving rise to the claim. We are not liable for any indirect or consequential loss, or for loss of profit, revenue, business, opportunity, goodwill or data, even if we were told it might occur.

14. Indemnity

You indemnify us, our officers, staff and contractors against any claim, loss, liability, cost or expense (including legal costs) arising from your Content, your products or services, your breach of these terms, or your use of any report, list or data we supply.

15. Confidentiality

The Fees and commercial terms of your Order are confidential and may not be disclosed to anyone other than your professional advisers. We may disclose that you are an advertiser or partner, as section 9 allows.

16. Events outside our control

We are not liable for any failure or delay caused by something outside our reasonable control, including the failure of a third-party service, a change in law, or an event affecting the Platform generally. Where such an event prevents a Placement for more than thirty consecutive days, either of us may end the Order and we will refund the Fees for the part of the Term not delivered.

17. General

These terms and the Order are the entire agreement between us about the Placement. Any change must be in writing and agreed by both of us. You may not assign or transfer an Order without our written consent. We may assign an Order to any entity that takes over the operation of Chalo, and will tell you if we do. If any part of these terms is unenforceable, the rest still applies. A failure to enforce a term is not a waiver of it. We are independent contractors; nothing here creates a partnership, agency or employment. Notices are given by email to the addresses on the Order.

We may update these terms for future Orders. An Order is governed by the version of these terms published on the date it was accepted. The date at the top shows when they last changed.

18. Disputes and governing law

If a dispute arises, each of us will first try to resolve it in good faith by discussion within fourteen days of written notice. If that fails, either of us may refer it to mediation in Melbourne before starting any court proceedings, except where urgent relief is needed. These terms are governed by the laws of Victoria, Australia, and the courts of Victoria have jurisdiction.

Questions about these terms, or an Order, go to hello@chalo.au. See also our Terms of Service and Privacy Policy.