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FIAL Matrix Terms and Conditions
Welcome to the FIAL Matrix Website, a collaborative FIAL Matrix infrastructure to host food and agribusiness communities of practice (the ‘FIAL Matrix’).
1. By using or participating in the FIAL Matrix, You agree to FIAL’s Website General Terms and Conditions (‘General T&Cs’) found below and these additional FIAL Matrix Terms and Conditions (‘FIAL Matrix T&Cs’) together called the ‘Terms’.
2. FIAL reserves the right to change the FIAL Matrix Website, the FIAL Matrix Services, the FIAL Matrix T&Cs and/or the Annual Subscription Fees or Pre-set Points Amounts from time to time. Any such changes by FIAL shall be effective immediately upon notice to You which notice may be given by any reasonable means including, but not limited to, posting updates on or accessible via the FIAL Matrix Website or emailing You. Any use of the FIAL Matrix Website or FIAL Matrix Services after such notice constitutes acceptance by You of the updated FIAL Matrix T&Cs and/or Annual Subscription Fees and/or Pre-set Points Amounts as the case may be. [Fees will not be increased retrospectively].
3. Please read the Terms carefully. If You do not understand the Terms or You do not accept them or any part of them, You cannot use or participate in the FIAL Matrix. Your online acceptance of the Terms shall form a binding agreement between You and FIAL and show Your intent and agreement to be bound by the Terms.
4. Definitions and interpretation:
4.1 In these FIAL Matrix T&Cs:
(a) Bracketed italicised words in these FIAL Matrix T&Cs do not form part of the FIAL Matrix T&Cs. [They have been inserted to clarify/assist the interpretation of the FIAL Matrix T&Cs and your use of the FIAL Matrix].
(b) The following capitalised words have the following meanings:
‘Agreed Points Amount/s’ means an amount of Knowledge Points or Contribution Points (as the case may be), that is not a Pre-set Points Amount which amount has been determined by FIAL and agreed by You in writing - (ticking a box to indicate your agreement to the amount of Knowledge Points determined by FIAL or confirming Your agreement via the Messenger System or email shall constitute Your agreement in writing).
‘Annual Subscription Fee’ means the Annual Subscription Fee, if any, payable by a Member to use or participate in the FIAL Matrix;
‘Business User’ means a business user who requires information [for example regarding healthier foods, labelling, industry opportunities] and/or who may require the advice or assistance of an Expert Consultant to solve technical/Expert Consultant problems for their business including a business user who wishes to access Expert Advantage or Expert Network Services and who is registered in the Business User Membership category; [NB If a Business User also wishes to provide advice (eg a supplier who wishes to advise a Member regarding ingredients suitable to that Member), then that Business User must also register as an Expert Consultant or Contributor. Contact FIAL via the Messenger System with any queries regarding this.]
‘Contribution Points’ means points earned by a Contributor for contributions made to the FIAL Matrix in accordance with these FIAL Matrix T&Cs;
‘Contributor’ means a Contributor involved in the Australian research and development industry who has been invited or accepted by FIAL:)
(i) to contribute questions, problem solving, insights or articles which may be published by FIAL on the FIAL Matrix; and/or
(ii) to participate in a Business User’s R&D project/application for Grant Funds
and who is registered in the Contributor Membership Category.
‘Expert Advantage’ means access to a feature allowing:
hosted support to characterise/define problem [envisaged on-line exchange between Business User and FIAL Topic Leader];
facilitation by FIAL Topic Leader for Expert Consultant/s (multi-disciplinary if appropriate) to provide insights/possible solutions or next steps and to provide a project scope (for problems that cannot be solved via desktop);
FIAL Topic Leader to provide insight as to Grant Funds, if any, that may be available to a Business User to subsidise solving that Business User’s Innovation Challenge;
Option to make direct contact with Expert Consultant/s or Consultant/s;
Option if appropriate to prepare an application for Grant Funds and to organise possible Expert Consultant/s, Researcher/s in respect of a Business User’s project and to assist with managing of Grant process;
‘Expert Advantage Advice/Response’ means advice or response provided by one or more Expert Consultants in response to an Expert Consultant Advantage service request [which will be facilitated by a FIAL Topic Leader and/or Innovation Leader and which may include doing any or all of the following - characterise/define a problem; facilitate the provision of insights/solutions by Expert Consultant/s; provide a project scope (for problems that cannot be solved via desktop); provide insights of any Grant Funds that may be available; and/or assist with Grant application preparation;
‘Expert Consultant’ means:
a person who has been pre-approved/invited by FIAL or approved by a FIAL Topic Leader to be an Expert Consultant and who is registered in the Expert Consultant Membership category; ‘Expert Network’ means access to a feature to ask or respond to a question or to clarify a problem [FIAL’s goal for typical response to be within 3 business days and to provide up to 3 options from one or more Expert Consultants covering a solution/who else to ask/what can be done next];
‘Expert Network Response’ or ‘Preliminary Advice’ means preliminary answers insights or other options provided by one or more Expert Consultants in response to an Expert Network service request [which may contain for example a solution, who to ask or what to do next];
‘FIAL Matrix Service/s’ means as the context requires any one or more of the following - Expert Advantage, Expert Advantage Advice/Response, Expert Network , Expert Network Response or Preliminary Advice services, opting in to a Live Lead Connection, being identified as a provider of goods and /or services in a Grant application pursuant to a Grant Lead Connection and/or where the context permits any other service or thing (eg Insights Sought Article, payment of Annual Subscription Fee) which involves the FIAL Matrix and the earning or payment of Knowledge Points or Contribution Points; however ‘FIAL Matrix Services’ EXCLUDES any services provided by one Member directly to another Member outside the FIAL Matrix pursuant to a separate agreement between those Members;
‘FIAL Matrix Website’ means foodmatrix.com.au and ‘FIAL’s Website’ means fial.com.au;
‘FIAL Topic Leader’ means a person appointed by FIAL as a FIAL topic leader such as an employee or representative of FIAL who is in FIAL’s opinion a subject matter Expert Consultant which FIAL Topic Leader (as required) may do one or more of the following:
(i) provide the Business User with contact details of those Expert Consultants or other Members who may assist the Business User (likely for simple Business User problems);
(ii) liaise (via Messenger System) with a Business User to identify the Business User’s issue/s or problem/s and assist the Business User to formulate a Preliminary Advice Request to forward to appropriate Expert Consultant/s;
(iii) liaise with Expert Consultant/s (multi-disciplinary if required) to facilitate the provision by one or more Expert Consultants of a Preliminary Advice for the Business User;
(iv) act as liaison between the Business User and Innovation Leader in relation to an Innovation Challenge;
(v) such other acts or things related to the FIAL Matrix as FIAL authorises the FIAL Topic leader to do.
‘Grant Funds’ means a grant (funded or co-funded by FIAL) which a Business User applies for and which if awarded is to be used for the purpose of contribution towards the cost of Expert Consultant/s and/or Researcher and/or another Business User’s services/goods to solve the first mentioned Business User’s problem; and ‘Grant’ has a corresponding meaning;
‘Grant Lead Connection’ means where FIAL refers one Member to another Member or two Members are introduced to each other or connected via the FIAL Matrix, where the Member who is named in a Grant application to be the provider of goods and/or services for a fee will pay a Grant Lead Connection fee (in Knowledge Points) to FIAL [For example if a Member is named as a Researcher or a supplier of ingredients in the Grant Application (and that Member will receive a fee for providing the research/ingredients), then that Member will pay FIAL (in Knowledge Points) a Pre-set Grant Lead Connection fee];
‘Innovation Challenge’ has the meaning referred to in the ‘Innovation Leader’ definition;
‘Innovation Leader’ means a subject matter Expert Consultant appointed by a FIAL Topic Leader who will focus on a specific Business User’s problem to deliver effective and efficient problem solving and who will characterise the question/problem (‘Innovation Challenge’), apply problem solving tools and desk top interaction with the Business User, who will find or identify Expert Consultant/s to address the Innovation Challenge; and who will solve the problem (if simple) or develop next steps/a project plan or a brief for the Business User to engage Expert Consultant/s direct and/or for Grant application purposes;
‘Insights Sought Topic’ means an article or topic in the ‘Insights Sought List’ maintained and updated from time to time by FIAL on the FIAL Matrix Website;
‘Knowledge Hub’ means the Knowledge Hub area of the FIAL Matrix which will be regularly updated and which at any one time may contain any or all of the following - topical insights, information, case studies, articles, opportunities, FAQs (including questions by Business Users and answers by other Members and links to other programs and tools;
‘Knowledge Points’ means a virtual currency to manage different commercial requirements of Members; [Knowledge Points may be purchased for cash. At the time of FIAL Matrix launch $1.00 buys 1 Knowledge Point. Knowledge Points may also be earned by Business Users or Expert Consultants and used to ‘pay’ Knowledge Points owed to FIAL];
‘Live Lead Connection’ means where FIAL refers one Member to another Member or two Members are introduced to each other or connected via the FIAL Matrix and:
(i) an Expert Consultant ‘opts in’ to the live lead connection ie requests FIAL to convey his/her/its identity and contact details to a Business User that the Expert Consultant has provided or wishes to provide a FIAL Matrix Service to; or
(ii) a Business User ‘opts in’ to the live lead connection, ie requests FIAL to convey his/her/its identity and contact details to one or more Expert Consultants that the Business User has received or wishes to receive a FIAL Matrix Service from;
‘Member’ means a member in any one or more of the Membership categories referred to in Clause 6.2 who has registered and paid any applicable Annual Subscription Fee; and ‘Membership’ and ‘Membership Category’ have a corresponding meaning; [NB Expert Consultants need to be invited to register by FIAL or approved by FIAL before registration is confirmed: see Clause 6.2 and 6.4];
‘Member Account’ means a Member’s virtual account to which Knowledge Points or Contribution Points (as the case may be) may be credited to and debited from by FIAL, the balance of which will be displayed on a Member’s Dashboard;
‘Member Dashboard’ has the meaning referred to in Clause 8.1;
‘Member Nominated Topic’ means a member nominated topic/article in respect of which a Member has requested, and FIAL has agreed, that in return for an article being written by the Member on that topic and approved and published by FIAL, FIAL will pay the Member an Agreed Points Amount [Business Users and Expert Consultants will be paid in Knowledge Points; Contributors will be paid in Contribution Points];
‘Member Only Content’ means any premium content that is available only to Members;
‘Messenger System’ means the messenger system available from each Member’s Dashboard to facilitate communication between Members and a FIAL Topic Leader;
‘Pre-set Points Amount/s’ means an amount of Knowledge Points or Contribution Points (as the case may be), pre-set by FIAL (which amount may be varied by FIAL from time to time), for an Annual Subscription Fee, an Insight Sought Article, a Business User introducing a new Member, a Live Lead Connection, a Grant Lead Connection and/or for such other FIAL Matrix Service where FIAL pre-sets a Knowledge Points amount from time to time [Details of Pre-set Knowledge Points Amounts will be on or accessible via the FIAL Matrix Website];
‘You’ means any person using or participating in the FIAL Matrix whether or not a registered Member and ‘Your’ has a corresponding meaning.
4.2 In respect of all matters relating to Your use or participation in the FIAL Matrix, if there is any inconsistency between FIAL Matrix T&Cs and FIAL General T&Cs, the Terms will be interpreted in the following order of priority to the extent of any inconsistency:
(a) FIAL Matrix T&Cs;
(b) FIAL General T&Cs.
5. Registering as a Member, Membership Categories
5.1 [Before registering, it is recommended you refer to the Help section of the FIAL Matrix Website which contains case study examples of how the FIAL Matrix works (including how many Knowledge Points or Contribution Points are earnt/spent in the stated examples).]
5.2 You may register as a FIAL Matrix Member in one or more of the following Membership categories by completing an application for registration on the FIAL Matrix Website and paying the relevant Annual Subscription Fee, if any:
(a) Business Users;
(b) Expert Consultants (subject to pre-approval/invitation by FIAL OR FIAL’s approval pursuant to Clause 6.4);
[You will require a separate email address for each registration Category.]
5.3 If You wish to become a Member and do not fall into one of the above Membership categories, please contact FIAL at firstname.lastname@example.org with information regarding You/Your entity and FIAL will work with You in order that You may become a Member.
5.4 If You wish to be registered as an Expert Consultant and you have not received a FIAL invitation/pre-approval, a FIAL Topic Leader will review your application for registration and You will become a FIAL Matrix Member provided the FIAL Topic Leader approves Your registration (which approval or otherwise will be notified to You within 5 business days.
5.5 Following completion by You of required registration information; payment of any applicable Annual Subscription Fee; (and approval of You by a FIAL Topic Leader as an Expert Consultant if the preceding sub-clause applies), You will become a Member and will be allocated a login. [If you have any problems associated with registration, please email email@example.com]
5.6 As soon as practicable following Your registration and the payment of any applicable Annual Subscription Fee, FIAL will add You to the FIAL Matrix as a Member in the Membership category nominated by You.
5.7 As a Member You will be entitled to access Member Only Content, if any.
6. Annual Subscription Fees, if applicable
6.1 For an initial period following FIAL Matrix Launch, FIAL will not charge Annual Subscription Fees.
6.2 FIAL reserves the right to introduce and to amend from time to time, any applicable Annual Subscription Fees. FIAL may offer a discount to those Members already registered at the time Annual Subscription Fees are introduced. [FIAL envisages determining Pre-Set Points Amounts for any Annual Membership Fees introduced.]
6.3 If You are a Business User or Expert Consultant You must pay any applicable Annual Subscription Fee in Knowledge Points (purchased and/or earned).
6.4 If You are a Contributor You must pay any applicable Annual Subscription Fee in Knowledge Points (purchased).
[FIAL may charge You a reduced Annual Subscription Fee, ie. Less Knowledge Points, if at the time You are notified an Annual Subscription Fee is payable, You hold a Contribution Points credit balance in Your Member Account. See Help section on the FIAL Matrix Website for more information.]
6. 5 Knowledge Points to be paid by You to FIAL pursuant to the two preceding sub-clauses will be paid in such manner as FIAL determines from time to time. (Information as to how Annual Subscription Fees are to be paid will be on or accessible via the FIAL Matrix Website).
7. Your Member Dashboard
7.1 Following registration as a Member You will have access to a Member Dashboard which (subject to any alterations which FIAL in its discretion elects to make from time to time), will facilitate:
(a) purchase of Knowledge Points (Business Users, Expert Consultants and Contributors may pay cash for Knowledge Points);
(b) display of Your Knowledge Points credit balance;
(c) display of Your Contribution Points credit balance if You are a Contributor; and
(d) access to the Messenger System for open questions with a FIAL Topic Leader;
8. FIAL Matrix communications with FIAL and other FIAL Matrix participants
8.1 All communications between a Member or potential Member and FIAL shall be via the FIAL Matrix Messenger System or via email generated via the FIAL Matrix or via such other method as FIAL may determine from time to time.
8.2 Members and FIAL may also communicate by posting notices on the FIAL Matrix noticeboard subject to any guidelines determined by FIAL from time to time.
8.3 FIAL will create a FIAL Matrix blog. Participants of webinars may be able to comment and ask questions on the blog.
8.4 FIAL has the right in its absolute discretion to remove or edit any posted notice or blog.
9. What are Knowledge Points?
9.1 A collaboration currency known as ‘Knowledge Points’ has been developed to enable payment and recognition of services and contributions made to and received via the FIAL Matrix. A currency derivative has been selected to enable Members, particularly Expert Consultants, to contribute and receive a combination of both tangible and intangible returns from FIAL Matrix engagement.
10. How a Member can buy/earn Knowledge Points
10.1 Business Users, Expert Consultants and Contributors may purchase Knowledge Points for cash via their Member Dashboard.
10.2 Business Users and Expert Consultants may earn Knowledge Points. [Contributors may earn Contribution Points (not Knowledge Points) – see Clause 13].
10.3 A Business User may earn Knowledge Points by introducing a person who registers as a Member provided that FIAL may cap the number of new Members introduced for which a Business User is paid Knowledge Points. [The maximum number of new Members introduced for which a Business User may receive Knowledge Points is referred to in the Help section of the FIAL Matrix Website. Of course introducing more new Members is welcome].
10.4 An Expert Consultant may earn Knowledge Points by providing a FIAL Matrix Service to a Business User. [Refer to Help section of the FIAL Matrix Website to see how this is done and case study examples].
10.5 A Business User or Expert Consultant may earn Knowledge Points by requesting and obtaining FIAL’s approval to prepare an Insights Sought Topic article or a Member Nominated Topic article provided the completed article is approved by FIAL and published on the FIAL Matrix Website. Templates and style guides for articles are available on the FIAL Matrix Website. [Editing and publishing of Insights Sought Topic articles and Member Nominated Topic articles are at FIAL’s discretion]. [Refer to Help section of the FIAL Matrix Website to see case study examples].
11. Pre-set Points Amount/s, Agreed Points Amount/s
11.1 At the time of the FIAL Matrix launch, a Pre-Set Points Amount will apply in respect of the following:
(a) A Business User introducing a new Member to the FIAL Matrix provided that FIAL may cap the number of new Member introductions for which a Business User is paid Knowledge Points;
(b) Insights Sought Topic articles (allocated to You by FIAL, written by You, and approved and published by FIAL);
(c) If You opt in to a Live Lead Connection;
(d) If You receive a Grant Lead Connection;
11.2 Following FIAL Matrix launch, FIAL may from time to time publish amended and/or additional Pre-set Points Amounts on the FIAL Matrix Website.
11.3 Except to the extent Pre-set Points Amounts apply, each FIAL Matrix Service ordered or provided via the FIAL Matrix shall cost or earn an Agreed Points Amount. [See Help section of the FIAL Matrix Website for case study examples of the process and the amount of Knowledge Point OR Contribution Points that apply to those examples only.]
12. Paying FIAL for FIAL Matrix Services; Paying FIAL for a Live Lead Connection or Grant Lead Connection; Receiving payment from FIAL for providing FIAL Matrix Services;
12.1 If You order, (eg Business User ordering Expert Advantage Service) or receive the benefit of, (eg an Expert Consultant receiving a Grant Lead Connection), or if you opt to participate in, (eg opt to participate in a Live Lead Connection) or avail Yourself of any FIAL Matrix Service, You will pay the applicable Pre-set Point/s Amount and/or Agreed Points Amount (in Knowledge Points) in the manner determined by FIAL from time. (Information as to how payment is to be made will be on or accessible via the FIAL Matrix Website). Without limiting the aforesaid:
(a) You must ensure Your Member Account has sufficient Knowledge Points credit to pay any Pre Set Points Amount or Agreed Points Amount due or payable to FIAL in relation to Your participation in FIAL Matrix Services;
(b) You will be liable to pay the Pre Set Points Amount or Agreed Points Amount (as the case may be) to FIAL for the FIAL Matrix Service (that you order, receive the benefit of, or opt to participate in) once FIAL (acting reasonably) is satisfied that the FIAL Matrix Service has been provided to You. At that time FIAL is authorised to deduct the Pre-set Points Amount or Agreed Points Amount (as the case may be) from your Member Account.
(c) [See Help section of the FIAL Matrix Website for examples of process. Except if You order a FIAL Matrix Service in respect of which a Pre-set Points amount applies, FIAL will determine and agree with You an Agreed Points Amount for the Service required by You before you confirm Your order. For clarity, payment to FIAL for FIAL Matrix Services includes payment by Expert Consultants for the provision by FIAL of Live Lead Connections or Grant Lead Connections.]
12.2 If pursuant to the FIAL Matrix T&Cs, You provide a FIAL Matrix Service (eg Expert Consultant provides insights/possible solution to Business User’s problem; Member prepares an Insights Sought Topic article which is approved and published by FIAL) and FIAL (acting reasonably) is satisfied that You have provided that FIAL Matrix Service satisfactorily, FIAL will as soon as practicable credit to Your Member Account the Pre-set Points Amount or Agreed Points Amount (as the case may be) in relation to that FIAL Matrix Service.
13. How a Contributor can earn Contribution Points
13.1 A Contributor may earn Contribution Points by requesting and obtaining FIAL’s approval to prepare an Insight Sought Topic article or a Member Nominated Article provided the completed article is approved by FIAL and published on the FIAL Matrix Website. Templates and style guides for articles are available on the FIAL Matrix Website. [Editing and publishing of FIAL Listed Articles and Member Nominated Articles are at FIAL’s discretion]. [Refer to the Help section of the FIAL Matrix Website to see case study examples].
14. Can a Member redeem Knowledge Points or Contribution Points?
14.1 Subject to Clause 15.2, Knowledge Points purchased for cash are redeemable for cash even after You cease to be a Member.
14.2 If FIAL closes the FIAL Matrix, You will have 14 days from the date of notification of closure to request FIAL to repurchase Your Knowledge Points (and FIAL will pay You the cash value that You paid for the Knowledge Points to be redeemed within 60 days of Your request).
[See Help section of the FIAL Matrix Website for how this can be done].
14.3 Knowledge Points earned via the FIAL Matrix are not redeemable for cash and must be spent on the FIAL Matrix otherwise will be forfeited when Your Membership ends or if FIAL closes the FIAL Matrix. [Limited exceptions may apply (at FIAL’s discretion)].
14.4 Contribution Points earned via the FIAL Matrix are not redeemable for cash. A Contributor may continue to reference Contribution Points earned on the FIAL Matrix in self promotional material pre-approved by FIAL even after the Contributor ceases to be a Member or if the FIAL Matrix closes.
15. Termination of Your Membership
15.1 You may terminate Your Membership by providing FIAL with at least 1 business day’s written notice.
15.2 FIAL may terminate Your Membership effective immediately by notice in writing to you:
(a) If You are an Expert Consultant and FIAL in its absolute discretion for any reason elects to remove You as an Expert Consultant; or
(b) If You have committed a breach of any of the FIAL Matrix T&Cs and have not remedied that breach within 30 days of being requested by FIAL to do so in writing; or
(c) if you have insufficient Knowledge Points in your Member Account to pay (or have failed to pay) Knowledge Points due or owing to FIAL pursuant to these FIAL Matrix T&Cs within 30 days of FIAL’s notification to You that those Knowledge Points are due or owing.
15.3 If FIAL in its discretion determines it is necessary to close the FIAL Matrix, FIAL will give You at least 30 days’ notice of FIAL Matrix closure (which notice may be given by any reasonable means including by email or by posting a notice on the FIAL Matrix Website). Your Membership will cease on FIAL Matrix Closure. [Clause 15 contains information in relation to redeeming cash for Knowledge Points purchased by You with cash].
FIAL Website General Terms and Conditions of Use
1. About the Website
1.1 The General T&Cs govern Your access to and use of the Website and the Services available on or through the Website.
1.2 In the General T&Cs, and in any Additional T&Cs (unless the context requires otherwise):
‘Additional T&Cs’ mean any additional terms and conditions (as amended from time to time by FIAL pursuant to Clause 1.5) applicable to specific Registered Services; [ For clarity, where there are such additional terms and conditions you will be notified pursuant to Clause 2.5];
‘Fee’ means the subscription fee, user-pay fee or any other fee payable in respect of Your use of a Registered Service; [For clarity, note(i) a particular Registered Service may be free OR may require payment of a subscription fee OR user-pay fee; (ii) the Fee/s applicable in respect of a particular Registered Service are posted on or accessible via the Website; unless stated otherwise all Fees are exclusive of GST however those Fees may be subject to GST pursuant to Clause 15; all Fees are payable in Australian dollars unless and to the extent Additional T&Cs require or permit an alternative method of payment (eg FIAL Collaborative Portal and COP and payment of knowledge points referred to in the relevant Additional T&Cs];
‘FIAL’, Us’, ‘ We’ or ‘ Our’ means Food Innovation Australia Ltd of 671 Sneydes Road, Werribee, Victoria, Australia, 3030 (ABN 501 641 246 09);
‘General T&Cs’ means these FIAL Website General Terms and Conditions of Use as amended from time to time (pursuant to Clause 1.5) by FIAL;
‘Material’ includes text, graphics, images, information and other material accessible via the Website;
‘Services’ means all Material, services including Registered Services, products and content provided on or through the Website;
‘Registered Service’ means a Service which requires the User to register before access is permitted to the Service and for which You must pay to FIAL any applicable Fee referred to on the Registered Service user interface;
‘ Supply Period’ means the period from the date FIAL grants You access to a Registered Service in respect of which a Fee is payable, until the subscription period (if applicable) expires or until the Service selected by the User in FIAL’s opinion (acting reasonably) has been supplied;
‘Terms’ means the General T&Cs and where the context permits any relevant Additional T&Cs;
‘User’ means any person who accesses browses and/or views the Website and/or uses the Services and/or who registers for one or more Registered Services;
‘ User’s Organisation’ means the company or firm that the User is employed by, acts for or represents, and in the case of Registered Services, named by the User when registering for Registered Services;
‘ You’ means the User and where the context permits means the User and the User’s Organisation jointly and severally and ‘Your’ has a corresponding meaning;
1.3 In the Terms:
(a) Except if a contrary intention is expressed, the singular includes the plural and vice versa; and
(b) Bracketed words in italics commencing with the words ‘ For clarity’ do not limit the interpretation of the Terms.
1.4 The User warrants that the User has the authority of the User’s Organisation (if any) to agree to and be bound by the Terms and by the User using, accessing, browsing and/or viewing the Website and/or using or registering for any Service, the User and User’s Organisation (if any) will be deemed to have read, understood and agreed to be bound by the Terms jointly and severally. IF YOU DO NOT AGREE WITH THE TERMS OR ANY OF THEM, YOU MUST CEASE USING THE WEBSITE OR ANY OF THE SERVICES IMMEDIATELY.
1.5 FIAL reserves the right to change the Website, the Services, the Terms and/or the Fees referred to in these General T&Cs or Additional T&Cs from time to time. Changes by FIAL to the General T&Cs or Additional T&Cs (as the case may be) shall be effective immediately upon notice to You. Notice may be given by any reasonable means including, but not limited to, posting updated General T&Cs or Additional T&Cs (as the case may be) or Fees on this Website (and in the case of updated Fees posting these on a page accessible to the User on registering or logging in). Any use of the Website or Services after such notice constitutes acceptance by You of the updated Terms and/or Fees as the case may be. [ For clarity if Fees are paid in advance, updated Fees will not apply until the relevant Supply Period paid has expired].
1.6 It is Your responsibility to regularly review the Terms and Fees for changes.
2 Registered Services
2.1 To access a Registered Service, (eg the Australian Food Catalogue), a User must be over 18 years of age and must register with accurate, complete and up to date required information (including the User’s Organisation’s information if there is one) using the appropriate registration form accessible via the Website.
2.2 More than one User per User Organisation is permitted to be registered for a Registered Service if each User has their own login and password. Each User must keep their password confidential and secure.
2.3 If any information provided by the User on registration changes (eg change of contact details), the User must update that information not later than the next time the User logs onto the Website or if You are unable to update the information on the Website You must promptly notify FIAL of the updated information by email to firstname.lastname@example.org
2.4 Despite anything else in these Terms, FIAL may, in its sole discretion at any time, restrict or deny a User’s access to a Registered Service.
2.5 In addition to these General T&Cs, Additional T&Cs relevant to a particular Registered Service (eg. FIAL Collaborative Portal and COP) may apply. In that event You will be notified of those additional terms and conditions. Notice may be given by any reasonable means including, but not limited to, posting those Additional T&Cs on the Website and/or making those Additional T&Cs accessible via the Website.
3.1 If a Fee is or becomes payable in respect of a particular Registered Service, You must pay the Fee through the Website in accordance with directions contained in the user interface unless FIAL has provided you with a written direction to pay the Fee in an alternative manner (in which case you will pay the Fee in accordance with FIAL’s written direction).
3.2 The User will be granted access to a Registered Service (for which the User has registered and any applicable Fee has been paid) for the Supply Period.
3.3 Any Fee paid by You for any Registered Service is not refundable.
4 Your obligations
4.1 You agree to the following:
(a) You will use the Website and Services only for purposes permitted by the Terms;
(b) You will comply with any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(c) You will protect the confidentiality of Your login and password to any Registered Service and You will immediately notify FIAL of any unauthorised use of Your login or password and change your password;
(d) You will not use the Services or Website for any illegal and/or unauthorised use including collecting email addresses of Registered Services users by any means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(e) Any automated use of the Website or its Services is prohibited;
(f) You agree not to do anything that would restrict or inhibit another User from using the Services;
(g) You will not post or transmit advertising or commercial solicitation on the Website (unless you have entered into a separate written signed agreement with FIAL authorising You to do so);
(h) Subject to clause 5.2(b), You agree not to store or transmit any Material which infringes or violates the rights of FIAL or others, that is unlawful or otherwise objectionable or invasive of privacy or publicity rights;
(i) You are prohibited from distributing or sharing any person or entity’s information that has been accessed by You through Registered Services unless You have first obtained their specific written and signed authority to do so;
(j) You may not sell, reproduce, modify or distribute any of the contents of the Website or the Services to a third party and You are prohibited from reproducing, modifying, displaying, distributing or otherwise using the Services on any other website or in any way for any public or commercial purpose;
(k) You agree to complete any ratings and survey questions that FIAL prompts You to complete and that such information (with person’s and entity’s names removed) may be used by FIAL as it thinks fit for FIAL’s learnings and for the benefit of the Australian Food and Agribusiness Industry.
5 Intellectual Property (including Copyright), Use of Website and Services
5.1 The Website, the Services and all of the related products of FIAL are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all intellectual property rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) are owned or licensed to FIAL and are reserved by FIAL and its licensors. Without limitation You acknowledge that FIAL owns the intellectual property in the Registered Service known as the FIAL Collaborative Portal and COP.
5.2 FIAL grants to You a non-exclusive, royalty-free, revocable and limited license to:
(a) use the Website subject to the Terms;
(b) copy and store the Website and the Material in your device's cache memory despite Clause 4.1(h); and
(c) use the Services and print a single copy of Material from the Website for Your own personal and non-commercial use only however the User may use Materials for the User Organisation’s internal use. You must not sell, reproduce, distribute or otherwise provide the Material or any of the Services to a third party.
5.3 Except as set out in the Terms, FIAL does not grant You any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by FIAL. Without limitation, FIAL retains all rights, title and interest in and to the Website and all related Services. You may not, without the prior written signed permission of FIAL and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services for any purpose, unless otherwise provided by these Terms.
5.4 If in FIAL’s opinion You have violated any of the Terms, Your permission to use the Services automatically terminates and you must immediately destroy any Material you have obtained from or through the Website or Services.
7.1 Information on the Website is general and for information purposes only and not intended to render professional advice.
7.2 Use of the Website and the Services is at Your own risk. Everything on the Website and the Services is provided to You "as is" and "as available" without warranty or condition of any kind.
7.3 FIAL does not warrant that the Website will operate error-free or that the Website and its Services are free of computer viruses and other harmful goods or conditions. If Your use of the Website or the Services results in the need for servicing or replacing equipment or data, FIAL is not responsible for those costs
7.4 FIAL and its suppliers and Website and Services contributors, including experts and consultants providing information and advice via the FIAL Collaborative Portal Registered Service, to the fullest extent permitted by law, disclaim all warranties, including, without limitation, the warranty of merchantability, non-infringement of third party rights, and the warranty of fitness for particular purpose.
8 Limitation of FIAL’s liability, Indemnity
8.1 FIAL is not liable to You for information or Services provided on or via the Website.
8.2 FIAL is not liable for the actions of Users of FIAL’s Website (eg introduced viruses).
8.3 FIAL excludes all liability to the fullest extent permissible by law.
8.4 FIAL will only accept liability where such liability is prescribed by statute and cannot be excluded by law, and in that event FIAL’s liability will be limited at FIAL’s option to (i) the supply of the applicable Services again, or (ii) the payment of the cost of having the applicable Services supplied again, or (iii) the refund to You of the Fee paid by you for the Services.
8.5 Subject to the preceding sub-paragraph, FIAL will not be liable for any loss or damage of any kind suffered by You, regardless of the nature of such loss or damage, and regardless of the nature of the claim, whether in contract tort or any other legal theory and whether or not FIAL knows of the possibility of such loss or damage.
8.6 You acknowledge that the Services may contain inaccuracies and typographical errors. FIAL makes no representations about the accuracy, reliability, completeness, or timeliness of the Services or about the consequences or results to be obtained from using the Website or Services (including those provided via the FIAL Collaborative Portal Registered Service). FIAL does not guarantee, and accepts no legal liability whatsoever arising from or connected to, the accuracy, reliability, currency or completeness of any Services or any site linked to this Website. Material, views or recommendations which may be included on this Website, or provided by other Users to You via this Website, or links to this Website, do not necessarily reflect the views of FIAL. Use of the Website, Services or third party content, recommendations or links are at Your own risk.
8.7 You expressly understand and agree that FIAL, its officers, employees, agents, contributors and licensors (including any experts or consultants providing information or advice or recommendations via the FIAL Collaborative Portal Registered Service) shall not be liable to You for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by You, however caused and under any theory of liability. This shall include, but is not limited to, any failure to achieve commercialisation or other benefits expected or hoped to be achieved by use of the Services, loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
8.8 User and User’s Organisation jointly and severally agree to defend, indemnify, and hold harmless FIAL, its officers, employees and agents, and any experts or consultants who provide information or recommendations to You via the FIAL Collaborative Portal, from and against any claims, actions or demands, including without limitation legal and accounting fees, alleging or resulting from posting by You to the Website or Your use of the Website, Services or Material (including Software, third party content, third party links) or Your breach of the Terms.
9 Your Content
9.1 FIAL does not claim any ownership rights in the content that You upload to the Website (‘ Your Content’).
9.2 By uploading, transmitting or otherwise making available Your Content through the Services, You grant to FIAL a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sub-licensable and transferable licence to use, host, store, reproduce, publish, translate, distribute, transmit, modify, transfer, and display any of Your Content or any other data collected by Us in relation to Your use of the Website either alone or as part of other works in any form, media or technology whether now known or developed in the future and without limitation FIAL may connect You and other food and agribusiness industry organisations or experts in an endeavour to promote collaboration in the food and agribusiness industry in Australia.
9.3 You are responsible for Your own communications and are responsible for the consequences of their posting. You must not do any of the following things: post material that is copyrighted, unless You are the copyright owner or have the permission of the copyright owner to post it; post material that reveals trade secrets, unless You own them or have the permission of the owner; post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user of the Website or any other person or organisation; post advertisements or solicitations of business (except and to the extent User or User’s Organisation has a written signed agreement with FIAL to do so); post chain letters or pyramid schemes; or impersonate another person.
9.4 FIAL does not screen communications in advance and is not responsible for screening or monitoring material posted by Users of the Website. If FIAL becomes aware (including being notified by a User) of communications or information which FIAL in its discretion considers do not conform with these Terms or is inappropriate or inaccurate, FIAL may (but is not obliged), to remove or edit or request removal or editing of the communication or information and/or to prohibit or restrict access of a User to the Website or Registered Services.
9.5 FIAL may use the information it obtains relating to You, including Your IP address, name, mailing address, email address and use of the Website for its internal business and marketing purposes.
9.6 You acknowledge that FIAL may use a platform such as ‘Google Analytics’ or similar to track interactions with this Website and that such a platform may be used to track individual User interactions (but will not be used to expose any personal details or allow Google to identify an individual or device except to the extent, if any, that Google’s relevant terms and conditions permit).
10 Links to Third Party Sites
The Website contains links to third party Web sites. These links are provided solely as a convenience to You and not as an endorsement by FIAL of the contents on such third- party Web sites. FIAL is not responsible for the content of linked third party Web sites and does not make any representations regarding the content or accuracy of material on such third-party Web sites. If You decide to access linked third-party Web sites, You do so at Your own risk. Users of links provided by this Website are responsible for being aware of which organization is hosting the site they visit.
11 Software/App Licenses
All or any software that is made available for downloading from the Website (‘ Software’) or any App referred to on the Website is protected by copyright and may be protected by other rights. The use of such Software is governed by the terms of the software license agreement or designated ‘Legal Notice’ accompanying such Software (‘ License Agreement’). The downloading and use of such Software is conditional on Your agreement to be bound by the terms of the applicable License Agreement.
12 Termination of Access to Registered Services
12.1 If You wish to terminate your access to Registered Services or any of them, You may do so by:
(a) providing FIAL with at least 1 day’s notice of Your intention to terminate; and
(b) closing your accounts for all or any of the Registered Services which You use, where FIAL has made this option available to you.
Your notice should be sent, in writing, to FIAL via the 'Contact Us' link on our homepage.
12.2 FIAL may at any time, immediately and without notice to You, terminate User’s access to Registered Services if in FIAL’s opinion You have breached the Terms or any applicable law or if FIAL in its sole discretion considers Your conduct has impacted or may impact FIAL’s name or reputation or has violated or may violate the rights of FIAL or a third party.
12.3 In addition to the above right, FIAL may terminate User’s access to Registered Services for no or any reason upon giving You at least 1 day’s notice.
12.4 If a User’s access to Registered Services is terminated, FIAL may in its absolute discretion continue to use or edit or delete any posting or communication or information previously posted by User on the Website or provided to FIAL.
13 Dispute Resolution
13.1 You (including as applicable the User Organisation) and FIAL must endeavour to settle any dispute in connection with the Terms by mediation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days of receiving any party’s notice of dispute, by a person appointed by the Chair of Resolution Institute (ACN 008 651 232) [email email@example.com] or the Chair’s designated representative.
13.2 The Resolution Institute Mediation Rules shall apply to the mediation.
13.3 It is a condition precedent to the right of either party to commence arbitration or litigation other than for interlocutory relief that it has first complied with Clause 13.1.
14.1 The Services and Materials available on the Website are intended to be viewed by residents of Australia. FIAL makes no claims that the Services or Materials are appropriate or may be downloaded outside of Australia. Access to the Services and Materials may not be legal by certain persons in certain countries. If You access the Services or Materials from outside of Australia, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction.
14.2 If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
14.3 No waiver of any Term of this Agreement shall be deemed a further or continuing waiver of such Term. Except as expressly provided in a particular ‘Legal Notice’ or Software Licence or Material on particular pages of this Website, these Terms (as changed or updated by FIAL from time to time) constitute the entire Agreement between You and FIAL with respect to Your use of the Website, the Services and Material (subject only to any separate written signed agreement between You and FIAL which specifically overrides Term/s of this Agreement (eg ability to advertise for payment of an agreed fee).
14.4 These Terms are governed by the laws of New South Wales, Australia and You and FIAL submit to the exclusive jurisdiction of the courts of New South Wales, Australia in relation to any matters arising or in relation to these Terms or the Website.
15.1 For the purposes of this Clause the following expressions shall have the following meanings:
(a) GST - means any tax imposed on the supply of goods or services which is imposed or assessed under GST Law.
(b) GST LAW - means A New Tax System (Goods and Services Tax) Act 1999 (as amended) and all related ancillary legislation which provides for a broad based consumption tax on the supply of Goods and Services which becomes operative in respect of the provisions of the Terms.
15.2 If the Terms or any supply under or in connection with them, becomes subject to GST, and if the recipient of the consideration is liable to GST in relation to any supply, it is agreed that the amount payable for any supply under or in respect of the Terms by any party shall be increased by the amount of the GST.
15.3 Both the recipient and the supplier agree to do all things necessary, including providing tax invoices or other documentation in such form and detail that may be necessary to enable or assist the other to claim or verify any input tax credit, set off, rebate or refund in relation to any GST payable under the Terms or in respect of any supply under them.