FIAL Websites General Terms and Conditions of Use

These General T&Cs govern Your access to and use of:

(a)  this Website found at fial.com.au; and

(b)  any other website operated by FIAL including the FIAL Matrix Website found at foodmatrix.fial.com.au

(‘FIAL Websites’).

1.2  In these General T&Cs, and in any Additional T&Cs (unless the context requires otherwise):

‘Additional T&Cs’ mean any additional terms and conditions  applicable to specific Registered Services [for example Additional T&Cs applicable to the FIAL Matrix website found at foodmatrix.fial.com.au];

‘Fee’ means the subscription fee, user-pay fee or any other fee payable in respect of Your use of a Registered Service; FIAL Websites

‘FIAL’, Us’, ‘We’ or ‘Our’ means Food Innovation Australia Ltd of 671 Sneydes Road, Werribee, Victoria, Australia, 3030 (ABN 501 641 246 09);

‘FIAL Matrix’ means the FIAL Matrix found at foodmatrix.fial.com.au;

‘FIAL’s Principal Website’ means fial.com.au;

‘FIAL Websites’ mean fial.com.au, foodmatrix.fial.com.au  and any other website operated by FIAL or where the context requires any one or more of those websites;

‘General T&Cs’ means these  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 FIAL Websites;

‘Services’ means all Material, services including Registered Services, products and content provided on or through any FIAL Website;

‘Registered Service’ means a Service which requires the User to register before access is permitted to the Service [For clarity some Registered Services require payment of a Fee to FIAL. Any applicable registration or annual subscription Fee will be referred to on the Registered Service user interface];

‘Supply Period’ means the period from the date FIAL grants You access to a Registered Service  until:

(a)  the subscription period (if applicable) expires; and/or

(b)  until the Service selected by the User in FIAL’s opinion (acting reasonably) has been supplied; and/or

(c)  until the Service is terminated pursuant to the Terms;

‘Terms’ means these General T&Cs and where the context permits any relevant Additional T&Cs;

‘User’ means any person who accesses browses and/or views the FIAL Websites 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 are examples or for clarity and 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  FIAL Website/s and/or registering for or using 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 FIAL WEBSITES OR ANY OF THE SERVICES IMMEDIATELY.

1.5  FIAL reserves the right to change the FIAL Websites, 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 and/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 on this FIAL Website or posting updated Additional T&Cs on the applicable FIAL Website [for example posting updated Additional T&Cs for the FIAL Matrix on foodmatrix.fial.com.au]  (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 FIAL Websites or Services after such notice constitutes acceptance by You of the updated Terms and/or Fees as the case may be.

1.6  It is Your responsibility to regularly review the Terms and Fees for changes.

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 FIAL’s Principal 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 FIAL Website or if You are unable to update the information on the FIAL Website You must promptly notify FIAL of the updated information by email to info@fial.com.au

2.4  Despite anything else in the 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 Matrix Services Terms and Conditions) 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 relevant FIAL Website and/or making those Additional T&Cs accessible via the relevant FIAL Website.

3.1  If a Fee is or becomes payable in respect of a particular Registered Service, You must pay the Fee through the relevant FIAL Website [for example for a Food Matrix Services Fee, You must pay the Fee through the Food Matrix FIAL Website found at food.matrix.fial.com.au] 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 unless and to the extent additional T&Cs relevant to a particular Registered Service permit a refund.

4.1  You agree to the following:

(a)  Yo will use the FIAL Websites 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 FIAL Websites 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 FIAL Websites;

(e)  Any automated use of the FIAL Websites 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 FIAL Websites (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 FIAL Websites 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.

5.1  The FIAL Websites, the Services and all of the related products of FIAL are subject to copyright. The material on the FIAL Websites 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 FIAL Websites (including but not limited to text, graphics, logos, button icons, video images, audio clips, 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 Matrix.

5.2  FIAL grants to You a non-exclusive, royalty-free, revocable and limited license to:

(a)  use the FIAL Websites subject to the Terms;

(b)  copy and store the FIAL Websites 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 FIAL Websites 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 FIAL Websites or the Services. All other rights are expressly reserved by FIAL. Without limitation, FIAL retains all rights, title and interest in and to the FIAL Websites 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 the 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 FIAL Websites or Services.

6.1  FIAL takes Your privacy seriously and any information provided through your use of the FIAL Websites and/or Services is subject to FIAL's Privacy Policy, which is available on FIAL’s Principal Website at fial.com.au/privacy-policy

7.1  Information on the FIAL Websites is general and for information purposes only and not intended to render professional advice.

7.2  Use of the FIAL Websites and the Services is at Your own risk. Everything on the FIAL Websites 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 FIAL Websites will operate error-free or that the FIAL Websites and its Services are free of computer viruses and other harmful goods or conditions. If Your use of the FIAL Websites 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 representatives, suppliers and FIAL Websites and Services contributors, including Experts providing information and advice via the FIAL Matrix [pursuant to Additional T&Cs - FIAL Matrix Terms and Conditions] , 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.

8.1  FIAL is not liable to You for information or Services provided on or via the FIAL Websites.

8.2  FIAL is not liable for the actions of Users of FIAL Websites [eg introduced viruses].

8.3  FIAL is not liable for any loss or damage You may suffer as a result of the FIAL Websites being inaccessible or malfunctioning.

8.4  FIAL excludes all liability to the fullest extent permissible by law.

8.5  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.

8.6  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.

8.7  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 FIAL Websites or Services (including those provided via the FIAL Matrix 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 any of the FIAL Websites.  Material, views or recommendations which may be included on FIAL Websites, or provided by other Users to You via FIAL Websites, or links to or from FIAL Websites, do not necessarily reflect the views of FIAL. Use of the FIAL Websites, Services or third party content, recommendations or links are at Your own risk.

8.8  You expressly understand and agree that FIAL, its officers, employees, agents, contributors and licensors (including any Experts providing information or advice or recommendations via the FIAL Matrix 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.

8.9  User and User’s Organisation jointly and severally agree to defend, indemnify, and hold harmless FIAL, its officers, employees and agents, and any Expert Consultants who provide information or recommendations to You via the FIAL Matrix, from and against any claims, actions or demands, including without limitation legal and accounting fees on an indemnity basis, resulting from posting by You to the FIAL Websites or Your use of the FIAL Websites, Services or Material (including Software, third party content, third party links) or Your breach of the Terms.

9.1  FIAL does not claim any ownership rights in the content that You upload to the FIAL Websites (‘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 any of the FIAL Websites 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 FIAL Websites 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 FIAL Websites. If FIAL becomes aware (including being notified by a User) of communications or information which FIAL in its discretion considers do not conform with the 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 FIAL Websites 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 FIAL Websites 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 FIAL Websites 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).

The FIAL Websites 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 websites. 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 websites, You do so at Your own risk. Users of links provided by the FIAL Websites are responsible for being aware of which organization is hosting the site they visit.

All or any software that is made available for downloading from the FIAL Websites (‘Software’) or any App referred to on the FIAL Websites 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.

12.1  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 FIAL Websites or provided to FIAL.

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 infoaus@resolution.institute] 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 FIAL Websites 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 the 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 FIAL Websites, the 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 FIAL Websites, 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  The 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 the Terms or the FIAL Websites.

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.