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T&Cs (new version)
FIAL Matrix Terms and Conditions
Last revised on 1/04/2020
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 at https://fial.com.au/tandcs 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 to introduce or change 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 n + 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 Website or FIAL Matrix Services 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 5.2 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 5.4];
‘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 7.1;
‘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 where the context permits means You and Your Organisation jointly and severally; ‘Your’ has a corresponding meaning;
‘Your Organisation’ means the entity You are employed by, act for, or represent, that is named by You when registering as a Member;
4.1 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 5.4);
[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 email@example.com 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 firstname.lastname@example.org] ]
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 including having regard to Covid 19 challenges, FIAL will not charge Annual Subscription Fees to Business Users or Expert Consultants.
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; (‘Member Dashboard’).
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 5 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 endeavour to 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].