Key clauses in terms and conditions for an Australian online directory

You have a draft set of terms and conditions in front of you — maybe pulled from a generic template, maybe inherited from whoever built the site. You run an online directory: businesses pay to list, consumers browse and leave reviews, and the whole thing runs on a mix of subscriptions, featured placements and lead fees. Now you need to know whether those terms are actually fit for purpose.

Terms and conditions for a directory are doing more work than the equivalent document for a simple e-commerce store. They govern two distinct user groups — the businesses who list and the consumers who browse — and they sit at the intersection of publishing law, consumer protection, privacy, and contract. A one-sided standard form that ignores that complexity will either fail to protect you or, post November 2023, expose you to penalties under the unfair contract terms regime in the Competition and Consumer Act 2010 (Cth) (ACL).

How you define your role as a platform

The foundational clause in any directory's terms is the one that describes what you actually are. It sounds obvious, but it's the clause that will be read first in any dispute.

A directory is an information platform, not a supplier of the services it lists. That distinction matters enormously for liability. If a user suffers loss because a listed plumber turns out to be unlicensed, your terms need to make clear you did not warrant that listing's accuracy — you merely published it.

What this clause needs to do:

State that you are a platform facilitating discovery, not a provider or endorser of the listed services.
Confirm that listings are self-declared by the business, not independently verified by you (unless you do verify — in which case, explain precisely what verification means and does not cover).
Disclaim any guarantee of availability, accuracy or outcome in relation to listed businesses.

The trap: Vague "verified" labels. If you badge a listing as "verified" without explaining what that label means, you risk a misleading conduct finding under s 18 of the ACL. Section 18 prohibits engaging in conduct that is misleading or deceptive or likely to mislead or deceive in trade or commerce. That standard is objective — what matters is the impression the label creates in a reasonable person, not what you intended. Define your verification standard explicitly, or drop the label.

Eligibility, accounts and onboarding

This clause sets who can list, under what conditions, and what rights you reserve over registrations. The drafting choices here determine how much operational control you retain.

Cover at minimum:

Who can register (age, Australian business registration where relevant, location restrictions).
What information the listing party must provide and warrants to be accurate.
Your right to reject or remove a registration at your discretion — and whether you are required to give reasons.

The drafting choice that matters most: How broad is your discretion to refuse or cancel? If you operate a paid directory, removing a listing mid-subscription has financial consequences for the listing business. A term giving you unchecked discretion to terminate without notice or refund on vague grounds ("at our sole discretion for any reason") is the kind of provision the ACCC looks at closely under the unfair contract terms rules. Since 9 November 2023, unfair terms in standard form contracts with consumers and small businesses are not merely void — proposing, using or relying on them is prohibited and attracts civil penalties. Reserve a genuine discretion, but tie it to breach of your policies or legal requirements, and think carefully about notice periods for non-urgent removals.

Fees, billing and auto-renewal

For paid listings, this is often the highest-risk clause in a directory's terms — both from a consumer-dispute standpoint and from an unfair terms perspective.

What to include:

The fee structure (per-listing, subscription, featured placement tiers).
Billing cycle and when charges are processed.
Auto-renewal terms: how the renewal works, when it triggers, how far in advance a user must cancel to avoid the next charge.
Cancellation mechanism: must be simple and accessible, not buried in a support queue.
Refund policy: what you will and won't refund, and in what circumstances.

Traps to watch for:

Auto-renewal clauses that are only accessible by scrolling deep into terms, or that require the user to call a phone line to cancel. The ACL's prohibition on misleading conduct under s 18 extends to creating a false impression about pricing or ease of cancellation. The ACCC has taken action against businesses with subscription traps — directory subscriptions are no different.
A blanket no-refund clause. The ACL preserves non-excludable consumer guarantees for services supplied to individuals for personal use; and courts have found overly rigid no-refund terms unfair in standard form contexts. Your refund clause needs to be proportionate to the commercial risk you're actually managing.
No notice before renewal. For annual subscriptions in particular, consider building in an email reminder before the renewal date. It reduces chargebacks and limits your exposure to unfair terms challenges.

Ranking, sponsored placements and advertising disclosure

If your results page mixes organic and paid listings — and most commercial directories do — this clause is where you protect yourself against misleading conduct claims related to how you present those results.

Section 29 of the ACL prohibits false representations about goods or services, including representations about whether a listing is endorsed or independent. The ACCC has consistently taken the position that consumers are misled when promoted content is indistinguishable from organic results.

Your terms should:

Explain the factors that determine ranking (recency, ratings, relevance, distance, paid promotion).
State that sponsored or featured placements are identified as such.
Match your terms to what users actually see: the on-page label and the T&C description must tell the same story.

The variant the other side pushes for: Businesses paying for featured placement will sometimes push for terms that lock in ranking positions or guarantee click volumes. Avoid those commitments — they are nearly impossible to honour as the directory grows, and a failure to deliver becomes a misleading representation under the ACL.

Reviews, ratings and moderation

Reviews are your directory's most valuable asset and its greatest legal liability. A defamatory review, a fake positive review, or an incentivised rating can expose both the listing business and, in some circumstances, you as a platform.

The ACCC has confirmed that digital platforms hosting reviews must take reasonable steps to detect and remove fake reviews. A platform that publishes reviews it knows to be fake, or that allows a business to suppress legitimate negative reviews, may engage in misleading conduct under s 18 of the ACL. Your terms need to operationalise your compliance obligations.

Cover:

Who can leave a review and what they must warrant (genuine experience, relevant to the service).
What you will moderate: offensive, defamatory, irrelevant, or fake content.
How a listing business can flag a review for investigation, and what that process involves.
That you retain discretion to remove reviews without notice where they breach your policy.
That you do not generally remove reviews at the request of a listing business unless they breach policy.

The trap: Giving listing businesses the right to request removal of "unfavourable" reviews. If your terms permit a paid subscriber to veto reviews, you are creating the same compliance exposure as allowing fake reviews — you are suppressing genuine consumer feedback. The better approach is a flagging system with transparent criteria, and a documented decision trail.

Intellectual property and content licence

Your platform hosts content created by others — business logos, images, descriptions, and user reviews. Without the right licences in place, displaying that content creates IP exposure. This clause grants you those licences.

At minimum, the clause needs to:

Confirm that each user retains ownership of the content they submit.
Grant you a non-exclusive, royalty-free licence to host, display, reformat and transmit that content for the purposes of operating the directory.
Allow you to sub-licence to the extent needed for hosting and CDN arrangements.
Include a take-down mechanism: how rights holders can notify you of infringing content, how quickly you will respond, and that you are not liable for infringement where you act promptly on a valid notice.

The drafting choice that matters most: The scope of the licence. An overbroad "irrevocable, worldwide, perpetual, sublicensable" licence is unlikely to be unfair in a directory context — you have a legitimate interest in maintaining your search index even after a listing lapses — but it should be proportionate to your actual use. Limiting it to "the purposes of operating and promoting the directory" keeps it defensible.

Suspension, removal and termination

You need the contractual right to remove a listing, suspend an account or terminate access. This clause sets the limits of that discretion and the process you follow.

What it should include:

Grounds for immediate suspension (fraud, illegal content, activity that risks other users or the platform).
Grounds for suspension with notice (non-payment, repeated policy breaches, change-of-business circumstances).
The notice period you will give before a fee-paying listing is removed for non-urgent reasons.
What happens to data and content on termination — will listings be archived, deleted, or remain visible in a reduced form?
Whether you will refund any unused portion of a pre-paid listing period.

Traps to watch for:

Termination clauses that give you unlimited discretion with no notice and no refund for fee-paying users. These are the paradigm case of a potentially unfair term under the ACL — significant imbalance, no legitimate business interest that requires that breadth, and real detriment to the user. Post November 2023, they are prohibited.
No clarity on data following termination. Under the Privacy Act 1988 (Cth) and the Australian Privacy Principles, you must only retain personal information for as long as you need it. Your terms should align with your actual retention schedule.

Privacy, data handling and marketing communications

If your directory collects personal information — and it does, from both listing businesses and browsing consumers — you are likely covered by the Privacy Act and the Australian Privacy Principles. Most directories will have an annual turnover above the current A$3 million threshold at which the small business exemption to the Privacy Act falls away, or will handle categories of information that attract coverage regardless of turnover.

Your T&Cs should cross-reference a separate, current Privacy Policy rather than try to incorporate privacy obligations into the T&C itself. The Privacy Policy needs to address: what personal information you collect, the purposes for which you collect it, who you disclose it to, how users can access and correct their information, and your data security measures.

For email and SMS marketing, the Spam Act 2003 (Cth) requires three things before you send a commercial electronic message:

Consent — express or inferred from a clear, ongoing relationship.
Identification — the message must clearly identify you as the sender.
An unsubscribe facility — functional, easy to use, and honoured promptly.

Under the Spam Act, every commercial message must contain an unsubscribe option that does not require the recipient to log in, create an account or provide additional personal information. Failing to include one, or honouring opt-outs slowly, is an ACMA enforcement priority.

The trap: Bundling marketing consent into the listing registration flow without a separate, clear opt-in. Inferred consent under the Spam Act is available where the recipient has a proven, ongoing relationship and the marketing is directly related to that relationship — but it does not extend to unrelated third-party promotions or upsells. Separate your consent mechanisms.

Liability limits and disclaimers

Your directory does not supply the services it lists, does not verify all claims listing businesses make, and cannot guarantee the conduct of users. A well-drafted liability clause reflects that operational reality while staying within the limits the ACL imposes.

What a proportionate limitation clause looks like:

Confirmation that you provide an information and discovery platform, not the underlying services.
A cap on your liability: the cost of resupplying the services you have charged for, or the fees paid by the claimant in a defined period.
Exclusion of liability for indirect, consequential, or special loss — to the extent the law permits.
Preservation of non-excludable statutory rights, with express wording such as "to the extent permitted by law."

The traps:

Purporting to exclude liability entirely, including for your own misleading conduct. The ACL's guarantee against misleading or deceptive conduct under s 18 cannot be contracted out of. A term that tries to do so is both ineffective and potentially misleading in itself.
Indemnity clauses that run one-way — requiring the listing business to indemnify you for all and any loss with no floor and no cap. Broad, uncapped indemnities extracted from small business users in standard form contracts are a well-documented target of ACCC scrutiny under the unfair terms regime.

Optional and situational clauses

Not every directory needs all of the following, but each has a clear trigger:

Referral and lead-fee terms: If your model charges per lead rather than per listing, you need specific mechanics around what counts as a lead, how disputes about lead attribution are resolved, and what happens to leads that don't convert.
API and data access terms: If you offer a public or partner API, a separate access tier in your T&Cs (or a standalone API agreement) limits scraping, governs rate limits, and sets out what data partners can and cannot do with your listings.
Defamation escalation clause: Larger directories handling volume reviews benefit from an explicit process for defamation complaints — distinguishing between editorial decisions (your call) and legally actionable content (which may require legal advice before a decision).
Dispute resolution escalation: If you want to steer disputes toward mediation before litigation, include a tiered clause — written notice, then negotiation, then an agreed mediation service — before either party can commence proceedings.
Force majeure: For paid listing subscriptions, a force majeure clause clarifies what happens if a systemic outage or external event prevents you from delivering the service during a billing period.

Where Artificer Legal can sharpen your terms

Standard-form directory terms that aren't regularly reviewed end up creating more risk than they resolve. When we review or draft T&Cs for a directory, the clauses we push back on hardest are:

Termination discretion: We look for broad, uncapped termination rights with no notice and no refund. These are the clearest unfair terms exposure post the November 2023 reforms.
Verification and "endorsed" language: Marketing copy on the site often outruns what the T&Cs actually permit — especially around "verified," "trusted" and "recommended" badging that is not backed by an auditable process.
Indemnity scope: One-sided indemnities extracted from small business listing subscribers rarely have a legitimate business justification broad enough to survive an unfair terms challenge. We narrow these to proportionate, reciprocal obligations.
Consent and marketing mechanics: We map your registration flow against your Spam Act and Privacy Act obligations and identify where bundled consent creates compliance risk.
Privacy Policy alignment: We check whether your Privacy Policy reflects your actual data flows — the gap between the published policy and what the platform actually does is where OAIC investigations start.

We also review the on-platform experience — labels, checkout flows, review submission pages — to confirm that what users see is consistent with what the T&Cs say. Regulatory exposure under the ACL is as much a product design issue as a legal drafting issue.

The suspension and termination clause

If you could only fix one thing in a generic directory template, fix the suspension and termination clause. It is the clause most likely to trigger a formal complaint, a chargeback dispute, or a small claims proceeding — because it is the clause that determines what happens when the relationship breaks down and money is already on the table.

A fair, clearly drafted termination clause — with defined grounds, proportionate notice, a sensible refund position for unexpired subscription periods, and a clear process for data and content — costs you nothing operationally. It substantially reduces the risk that an aggrieved listing business has a viable claim or a regulator has an easy target.

Beyond the termination clause, the key points to keep in mind: your T&Cs need to cover both listing businesses and browsing consumers, because you are operating a two-sided platform and generic website terms are not written for that structure. The ACL's unfair contract terms regime now prohibits (not merely voids) problematic standard form terms, so a periodic review against current law is a maintenance task, not a one-off exercise. Your Privacy Policy and Spam Act compliance need to be aligned with your actual registration and marketing flows, not drafted in isolation. And whatever your terms say about rankings, reviews and verification, your platform's interface needs to tell the same story — the ACCC's misleading conduct jurisdiction extends to the whole user experience, not just the legal documents.