In these terms and conditions, the expressions “we”, “us” and “our” are references to Food South Australia Incorporated ABN 59 149 235 570 (Food SA) as the owner and controller of the Eat Local SA Program (Program).

References to “you” in these terms and conditions mean you as an individual, your company or your business (as applicable).

These terms and conditions govern your participation in the Programme and your use of the Eat Local SA Website (Website). If you do not agree to these terms you will not be entitled to participate in the Programme or use the Website.

DEFINED TERMS

In these terms and conditions, the following terms have their following meanings:

Fee means the fee payable as specified on the Website.

First Quarter means the period between 1 July and 30 September each year.

Fourth Quarter means the period between 1 April and 30 June each year.

Host Organisations means the promoter organisations or individuals engaged by us to promote the Programme.

Initial Term means the period commencing on the date you pay the Fee and expiring on the following 30 June.

Intellectual Property means any or all of the Intellectual Property Rights which are or may be related to the Website and the Programme.

Intellectual Property Rights means all intellectual property rights, whether at common law or conferred by statute, including or relating, but not limited, to:

(i) know-how, systems, manuals, trade secrets, source code, domain names, patents, copyright (including future copyright and rights in the nature of and analogous to copyright), registered designs, trademarks, eligible layouts and any right to have confidential information kept confidential; and

(ii) any application or right to apply for registration of any of the rights referred to in sub-clause (i).

Implied Warranties means any guarantees, conditions, warranties or other terms implied by the Competition and Consumer Act 2010 (Cth).

Law means any statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation, order, rule or subordinate legislation.

Liabilities includes all liabilities (whether actual, contingent or prospective), direct losses, damages, costs and expenses (including legal costs and expenses) of whatever description.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the register maintained pursuant to the PPSA.

Renewal Term means any 12 month period commencing on 1 July during which the Term is renewed in accordance with clause 4.2.

Second Quarter means the period between 1 October and 31 December each year.

Sign means the sign selected by you as described on the Website.

Term means the Initial Term and any Renewal Terms.

Third Quarter means the period between 1 January and 31 March each year.

USE OF WEBSITE AND PARTICIPATION IN THE PROGRAM

In consideration for the payment of the Fee, you can participate in the Program and use the Website, subject to these terms and conditions.
By using the Website you agree that you have read and accepted:

• These terms and conditions for use of the Website and your participation in the Program;
• The Guidelines available at (insert);
• The Guiding Principles available at (insert);
• The Audit principles available at (insert), together the Program Principles.

PAYMENT

You must pay the Fee as stipulated on the Website.

You agree to pay all amounts under these terms and conditions, the Program Principles and described on the Website when those amounts become due and payable or when we otherwise require.

We may change the Fee from year to year and we reserve all rights to increase or decrease the Fee as we determine.

For the Initial Term, you must pay the Fee.

If the Initial Term is less than a 12 month period, we will calculate your Fee for the first Renewal Term in accordance with the following formula:

Where:

• F2 is the Fee payable for the first Renewal Term calculated in accordance with the above formula;
• F1 is the standard Fee stated on the Website for the first Renewal Term; and
• QNumber means, if you became a participant in the:1 Quarter 1, 4;

  2 Quarter 2, 3;

  3 Quarter 3, 2; or

  4 Quarter 4, 1.

TERM

You will be entitled to access the Website during the Term.

Save in respect of the Initial Term, your participation in the Program will be on an annual basis commencing 1 July in each year subject to receipt of the Fee for the relevant Term.

SITE ACCESS AND PARTICIPATION

Upon our receipt of the Fee we will register you as a participant in the Program and you will be granted access to the Website and you will be able to participate in the Program.

The Program Principles form part of these terms and conditions and you agree to comply with those Program Principles.

You agree to ensure that all details you provide us are true and accurate at all times.

Once you are registered as a participant in the Program, we will provide you with a username and password via the email address you provide. You will be responsible for protecting the confidentiality of your username and password.

USE OF WEBSITE AND PARTICIPATION IN THE PROGRAM

You are permitted to use the Website for purposes consistent with the Program Principles and for the purposes of loading information relating to your business and to promote your business to the public.

Once you have paid the Fee and been registered as a participant in the Program you may set up a profile on the Website.

You may use your username and password to log in to the Website and access your profile subject to these terms and conditions. You may determine the content of your profile, however some features will be mandatory such as your contact details, type of business, product information and market information.

Your will be able to update your profile as often as you require during the Term.

Profiles on the Website are listed alphabetically with multiple search functions to sort participants.

We retain all rights to edit your profile if required to ensure quality and consistency between participants across the Website.

We will use and you agree to allow us to use the information you provide on the Website to promote you as a participant in the Program.

It is your responsibility to meet the specifications required (which may change from time to time) to access the Website.

You must only use the Website in accordance with the Program Principles.

Only you and your employees will be entitled to access the Website for the purposes of creating and maintaining your profile and you must make all relevant employees aware of the terms of this agreement and the Program Principles.

Any material you send or post to the Website shall be considered non-proprietary and not confidential. Unless you advise to the contrary we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.

You must not use the Website or participate in the Program in a way which breaches any Law or breaches our or any third party’s Intellectual Property Rights.

Except where expressly provided otherwise in these terms and conditions, your use of the Website and your participation in the Program will be at your sole risk.

You agree that you have all rights and authorities necessary to load data in relation to your business on the Website and to participate in the Program. If it becomes apparent to us that you are not the proprietor of the business you registered on the Website, we may terminate this agreement with immediate effect and without refund to you.

You must not post, send or upload to or from the Website any material:

• (a) for which a third party holds the Intellectual Property Rights and for which you have not obtained all necessary consents to distribute the material;
• (b) that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil Liability, or otherwise is contrary to any law;
• (c) which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

OUR RIGHTS AND OBLIGATIONS

You must take your own precautions to ensure that the process which you employ for accessing the Website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For the removal of doubt, we do not accept responsibility for any interference or damage to your own computer system which
arises in connection with your use of the Website or any linked Website.

We will endeavour to provide access to the Website on a continuous basis but we do not warrant that your access will be uninterrupted or error free.

We may at any time with or without notice to you interfere with or adjust aspects of the Website for any purpose including without limitation maintenance, applying bug-fixes, servicing, applying upgrades, new builds or improvements, undertaking emergency procedures and repair and generally to ensure the efficient operation of the Website. You agree that we shall not be liable to you or any third party for any Liability resulting from any modification of the Website.

We may from time to time revise or update all or part of the Website but are not obligated to do so.

We undertake at our own expense and option to defend you or us or settle any claim brought against you alleging that your use of the Website (or any part thereof) in accordance with the terms of this agreement infringes the Intellectual Property Rights of a third party (Infringing Claim).

Our rights and options pursuant to this clause is conditional on:

(a) you notifying us in writing, as soon as reasonably practicable, of any Infringing Claim of which you have notice;

(b) you not making any admission as to Liability or compromise or agreeing to any settlement of any claim without our prior written consent, which consent shall not be unreasonably withheld or delayed; and

(c) us having, at our expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringing Claim and you giving us all reasonable assistance in connection therewith.

INFORMATION

By setting up a profile on the Website, you grant us a non-exclusive licence to use all images, logos, information and other data you upload to the Website both as part of the Website and for our general marketing and promotional purposes.

It is your responsibility to ensure that all necessary consents are obtained from a third party that may hold the Intellectual Property Rights in any images or logos reproduced on the Website.

Logos must be a maximum of 10mb and the final image will be 182 x 182px or such other specification as determined by us.

Images must be formatted as landscape and must be a maximum of 10mb and the final image will be 550w x 182h or such other specification as determined by us.

We may determine not to use images you provide that are deemed unsuitable in quality, size, content or style to ensure consistency across the Website.

With the exception of data you have licensed to us, the copyright and other intellectual property rights in all material on the Website are held by us or licensed by us. Subject to the limited exception in clause 3.1, other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and equivalent legislation which applies in your location, and except as expressly authorised by these terms and conditions, you may not in any form or by any means:

• adapt, reproduce, store, distribute, print, display, perform or publish any materials on the Website or Program or create derivative works from any part of the Website; or
• commercialise any information, products or services obtained from any part of the Website or Program without our written permission or, in the case of third party material, from the owner of the Intellectual Property rights.

LINKS TO OTHER WEBSITES

Any links to third party websites located on the Website are provided for your convenience only.

We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from the Website, it is at your own risk and will be subject to that website’s terms and conditions.

If you would like to link to the Website, you may only do so provided that:

• 1 you link to, but do not replicate, any page on the Website;
• 2 the link must ‘point’ to the www.eatlocalsa.com.au and not to other Food SA web pages;
• 3 the link does not operate in any way which might, or might potentially, damage or diminish the value of the Food SA name, reputation or trademarks;
• 4 the link displays the full screen of the website when accessed and not a “frame” on the linked website.
• 3 If you breach clause REF _Ref332795010 \w \h

You fully indemnify us for any loss or damage suffered as a result of your actions.

WARNINGS

We take all reasonable steps to ensure that the information on the Website is correct. However, we do not guarantee the correctness or completeness of material on the Website. We may make changes to the material on the Website at any time and without notice.

Where the information available on the Website contains opinions or advice of third parties, we do not purport to endorse the contents of that opinion or advice nor the accuracy or reliability of that opinion or advice. We do not accept Liability for loss or damage caused by such information obtained through the Website.

It remains your responsibility to evaluate and monitor the accuracy, completeness and content of any information loaded on to the Website.

You must take your own precautions to ensure that the process which you employ for accessing the Website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the Website or any linked Website.

We make no warranties or representations that your use of the Website or your participation in the Program will result in any increase in custom or increase in revenue for your business. You acknowledge that no warranties or representation have been made in this regard and you release us and the Host Organisations for all claims that participation in the Program and your use of the Website will increase your custom or increase revenue for your business.

Subject to clause 11, the material on the Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of the Website on the basis that we exclude all representations, warranties and conditions which but for these terms and conditions may have effect in relation to the Website.

DISCLAIMER

To the extent permitted by law we and the Host Organisations do not accept responsibility for any loss, damage, injury or death however caused (including through negligence), which you may directly or indirectly suffer:

• 1 in connection with your use of the Website or any linked third party website;
• 2 in connection with your participation in the Program; or
• 3 arising out of your use of or reliance on information contained on or accessed through the Website or any linked third party website.

If we fail to meet any Implied Consumer Guarantee with respect to the use of the Website and participation in the Program, you will be entitled to such rights and remedies as are permitted or provided in the Competition and Consumer Act 2010 (Cth). To the extent that such rights and remedies can be lawfully excluded, our Liability for a breach on an Implied Consumer
Guarantee will be limited to one or more of the following:

1. 1 the supplying of the services again;
2. 2 the payment of the cost of having the services supplied again.
3. 3 Subject to clause 11.2 you agree to indemnity and release us and the Host Organisations against and from all actions, Liabilities, penalties, claims or demands for any loss, damage, injury or death incurred or suffered directly or indirectly in connection with your use of the Website and your participation in the Program.

YOUR BREACH

You indemnify us against all Liabilities which we may incur in respect of your breach of these terms and conditions and the Program Principles.

Any breach or threatened breach of these terms and conditions entitles us to apply for and obtain injunctive relief in any court of competent jurisdiction in addition to all other available remedies.

SECURITY OF INFORMATION

Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.

TERMINATION

You may terminate this agreement at any time. Any amounts paid by you prior to your termination are not refundable. Termination shall not relieve you of any obligation to pay any accrued Fee.

A party may terminate this agreement with immediate effect on the occurrence of a material breach of this agreement which is not remediable or, if the breach is capable of remedy, where the other party fails to remedy the breach within 30 days of receiving written notice requiring it to do so.

We may also terminate this agreement with immediate effect by giving notice to You:

(a) if any payment due under this agreement is not paid within 3 months of the due date for payment or;

(b) if you do any act or thing, or omit to do any act or thing, which results in you breaching these terms and conditions and/or the Program Principles.

If we terminate this agreement in accordance with clauses 15.2 and 15.3, the total of:

(a) any Fees due but not paid; and

(b) all costs and expenses incurred by us in seeking to exercise or enforce our rights under this agreement, will become immediately due and payable by you.

You agree that we will not be responsible to you or any third party for any Liability that may result or arise out of a terminating this agreement or suspending your access to the Website and participation in the Program.

Upon termination of the agreement, we will be entitled to disable your use of the Website.

Termination of the agreement under this clause does not affect any accrued rights or remedies of either party.

AUDIT

Without limitation to clause 15, we will be entitled to remove your from the Program and cease your use of the Website in accordance with the Audit Principles in the Program Principles.

GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the laws in force in South Australia. Any dispute arising in connection with these terms and conditions are subject to the exclusive jurisdiction of the courts in South Australia.

GST

In this clause an expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

If a party makes a supply under or in connection with this agreement in respect of which GST is payable, the consideration for the supply is increased by an amount equal to the GST payable by the supplier on the supply.

A party need not make a payment for a taxable supply under or in connection with this agreement until it receives a tax invoice for the supply.

SIGN

Upon receipt of the Fee, we will provide you with the Sign.

You acknowledge that the Sign remains our property and we license the Sign to you solely for use whilst you remain a participant in the Program.

Upon your participation in the Program ceasing, you must return the Sign to us (at your cost) if directed by us and you must cease using or displaying the sign in connection with your business.

You must obtain all approvals and comply with all Laws relating to your use and display of the sign and obtain the approval of the local Council if necessary.

You acknowledge that the use and display of the sign after you cease to be a participant in the Program may breach our Intellectual Property Rights and give rise to other causes of action which entitles us to enforce our rights pursuant to clause 11.

You use the Sign solely at your own risk and to the extent permitted by Law you release us from all actions, Liabilities, penalties, claims or demands for any damage, loss, injury or death that results from your use of the Sign.

The licence of the Sign may create a security interest granted by you and you agree that we may register our security interest on the PPSR.

You must do all things we reasonably require in respect of the registration of our security interest under these terms and condition or the enforcement of our rights pursuant to the PPSA.

GENERAL

We reserve the right to modify, add to or replace any of these terms or conditions and the Program Principles from time to time. Please read them regularly to ensure you are aware of any changes.

We accept no Liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond our reasonable control.

If we waive any rights available to us under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any of these terms and conditions are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

In this agreement defined terms include their plural form and singular form as may be required.

Any indemnity or release in these terms and conditions survives termination of this agreement. Any other provision in these terms and conditions intended to do so, survives the termination of access to or closure of the Website.

You must not assign or subcontract you access to the Website or your participation in the Program or any right or obligation under them without our written consent. Please contact us if you wish to assign your access to the Website and your participation in the Program.

CONTACT US

Please do not hesitate to send us any queries, comments or requests for information you may have regarding these terms and conditions. Please go to: www.eatlocalsa.com.au