This SUBSCRIPTION Agreement is between Lawmedia PTY LTD (ACN 064 063 850) (“we”, “us”) AND the company or other person/entity named in the Subscription Order as the subscriber (“you”).
In this Agreement the following terms have the following meanings:
“Authorised User” has the meaning set out in clause 3.
“Our Confidential Information” means our confidential information and that of our related entities including without limitation, all information and content provided as part of the Subscription, but excludes any information which:
(a) is in, or enters, the public domain, otherwise than as a result of a breach by you of this Agreement or other obligation of confidence; or
(b) was developed independently by you, without the use of the whole or any part of our confidential information or Our IP.
“Our IP” means Our Confidential Information and intellectual property (including, without limitation, copyright) and includes our know-how in developing and providing the Portal and the Service including but not limited to system architecture, coding, design, content, templates, forms, metrics, interface, automated responses, reports, applications and system enhancements associated with the Service.
“Permitted Materials” means materials created for your own business’ use using information obtained from the Portal such as labels and packaging for foods, beverages, pet food or pharmaceuticals.
"Permitted Subscriber Type” means a business whose principal operation is the manufacture and supply of one or more of food, beverages, pet foods or pharmaceuticals only, but not a business who operates in any other field of commerce.
"Portal” means the “FoodLegal InHouse™” portal as amended and updated from time to time, and unless the context requires otherwise includes all content therein.
“Service” means the provision of access to the Portal, the onboarding process, the ability to create projects, and save favourites, the provision of system updates and notification of Australia New Zealand Food Standards Code revisions and relevant rulings, and subscription to the FoodLegal Bulletin.
“Subscription” means the provision of the Service, further details of which are provided in the Subscription Order, and any amendments we and you may agree in writing from time to time.
“Subscription Fee” means the fee for the Subscription as set out in the Subscription Order.
“Subscription Order” means an order form (including an electronic order form) (or similar) setting out the details of the Subscription and unless the context requires otherwise, means your completed form once we have accepted it.
“Subscription Period” means the period commencing on the commencement date specified in the Subscription Order and ending on the end date specified in the Subscription Order, subject to any amendment or extension including but not limited to the Additional Subscription Period (as defined in clause 5.1), or as may be otherwise agreed between us in writing.
2. Subscription Access
2.1 Subject to and in consideration of your payment of the Subscription Fee, we grant you a non-exclusive, non-transferrable, limited right to access and use the Service for the Subscription Period in accordance with this Agreement.
2.2 You warrant that where you enter into this Agreement on behalf of a company or other organisation, you have authority to do so and are entitled to bind that company or other organisation to its terms.
3. Authorised Users
3.1 In your Subscription Order you must nominate a person to be the person who will use the Service (“Authorised User”).
3.2 To qualify and remain qualified to do so, the individual in question must be a current employee of your company or other business and for the avoidance of doubt must not be an independent contractor, supplier, manufacturer or other person who is not your employee.
3.3 You must include the details of your proposed Authorised User including their name, position title and email address in your Subscription Order. The email address provided for the Authorised User must only be a work (and not a personal) email address.
3.4 You must notify us if you propose to substitute an individual for the named Authorised User at any time during the Subscription Period. We retain discretion to approve any proposed Authorised User (including any substituted Authorised User).
4. Payment for Subscription Service
4.1 You must pay us the Subscription Fee as specified on the Subscription Order.
4.2 We must give you a Tax Invoice which, if applicable, refers to any purchase order number nominated by you.
5. Renewal of Subscription Term
5.1 Unless you advise us otherwise in writing, the Subscription Term will automatically be extended following the expiry of the initial and each subsequent Subscription Period, for further periods of equivalent duration (“Additional Subscription Period”). Prior to the end of the Subscription Term, and each Additional Subscription Period, we will notify you that it is about to come to an end on the date specified in the notice, and give you the opportunity not to renew the Subscription.
5.2 Where the Subscription Term has been extended by way of an Additional Subscription Period, the Subscription Fee payable for such Additional Subscription Period must be paid by you on or before the commencement date of that Additional Subscription Period.
5.3 The Subscription Fee for an Additional Subscription Period (and any subsequent Additional Subscription Period) will be increased by 5% per annum of the annual rate of the previous Subscription Fee.
5.4 You authorise us to use the direct debit facility details of which you have provided to us for this purpose for the purpose of paying the Additional Subscription Period as increased in accordance with clause 5.3 .
6. Termination for Cause
6.1 Either party may terminate this Agreement with immediate effect by giving the other party notice in writing if any of the following occur:
(a) The other party is in breach of this Agreement, and such breach is not capable of remedy, or if capable of remedy, has not been remedied within 7 days of the non-defaulting party notifying the other to do so; or
(b) The other party ceases or threatens to cease conducting in its business in the normal manner, or one of its directors dies or becomes incapacitated other than temporarily;
(c) The other party becomes unable to pay their debts as and when they fall due, or becomes or threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
6.2 In addition to clause 6.1, we may terminate this Agreement with immediate effect if any of the following occur:
(a) You cause or permit the Services to be used by a person who is not an Authorised User or you are aware or ought reasonably to be aware of such use;
(b) You default in payment for more than seven (7) days past the due date of any payment;
(c) You do or cause to be done any wilful or negligent act or omission which harms or is likely to harm our interests or reputation of those of FoodLegal Pty Ltd;
(d) Your business is acquired by any other company or other person or entity;
(e) You, being a company, undergo a change in your majority shareholding or majority equity holdings of or a change in control (where the definition of control is the same as s. 50AA of the Corporations Act);
(f) You, being a company, acquire a new subsidiary which is not a Permitted Subscriber Type (whether or not that subsidiary is intended to be subscriber to the Service or otherwise); or
(g) Your business ceases to be of a Permitted Subscriber Type.
7. Termination without Cause
7.1 This Agreement may be terminated by you or us without cause, effective on a date which is no earlier than the end of the then current Subscription Term, provided the terminating party gives not less than 1 months’ prior written notice to the other party.
8. Limitations of Use
8.1 You may use the Services for personal use only and not for commercial exploitation other than for the preparation of Permitted Materials.
8.2 You may not decompile, disassemble, reverse engineer, rent, lease, loan, sell, license, sublicense or permit any other person to access the Service, the Portal or any of its contents or to create derivative works (other than Permitted Materials).
8.3 You must not use any software or tools or discovery technology or network monitoring to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy any part of the Portal without our prior written permission. Nor may you copy, reproduce, republish, modify, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Portal, except to the extent expressly permitted by this Agreement. Any unauthorised use of the Service is prohibited.
8.4 Without limiting any other obligation under this Agreement, you must not without our prior written consent, share or permit any content;
(a) accessible at the Portal;
(b) or any other database content we, our successor, FoodLegal Pty Ltd or its successor may make accessible to you;
for the purposes of in a manner that is able to be utilised or made accessible for usage in any Artificial Intelligence application or AI machine learning device.
9. Not Legal Advice
9.1 We warrant, to the best of our knowledge, that:
(a) the content we upload to the Portal is reasonably accurate; and
(b) where an opinion is expressed by us in the content on Portal, the opinion has been given with our reasonable care and skill.
9.2 Subject to the above, you acknowledge that the Service and content of the Portal does not constitute legal advice. We are not providing the advice as a law firm nor do we provide any other form of legal advice. The content of the Portal is provided for information purposes only without us assuming any duty of care. Your Subscription does not create a lawyer-client relationship with us or the law firm FoodLegal Pty Ltd or with any principal or lawyer of that law firm.
9.3 To the extent permitted at law, the accuracy, completeness, currency or adequacy of the content is not warranted or guaranteed and your use of information from the Portal or materials linked to the Portal is at your own risk.
10. Intellectual Property Rights
10.1 The trade marks “FoodLegal” and “FoodLegal InHouse” are protected by intellectual property rights. We use these under licence from FoodLegal Pty Ltd. The Portal is protected by copyright.
10.2 Except as expressly stated in this Agreement, nothing contained herein shall be construed as conferring on you any licence or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights.
10.3 We retain ownership of all intellectual property rights (including all copyright) associated with the Service, derivative works and anything developed, created, or delivered by or on behalf of us under this Agreement, except for Permitted Materials created for your internal operating purposes, intellectual property in which you shall own.
10.4 You shall not disclose or make available Our Confidential Information or Our IP to any third party. You must take all precautions and steps reasonably necessary to prevent unauthorised disclosure and unauthorised use of our IP, and must not use, make copies, extracts, summaries, notes or records of the whole or any part of any of the other party’s IP except to the extent that any such action is necessary for you to:
(a) fulfil your obligations under this Agreement; or
(b) comply with any requirement imposed under law,
save for Permitted Materials.
11. Information Provided for Usage of the Portal
11.1 You must provide true and accurate and complete information when using the Service. It is your responsibility to inform us of any changes to that information. You must not permit:
(a) anyone other than the Authorised User to use the Service including by allowing any other person to use the account details or password; or
(b) any other access through a single name being made available to multiple users on a network or otherwise.
You are responsible for preventing such unauthorised use. If you believe there has been unauthorised use, you must notify us immediately in writing.
11.2 You must ensure that you comply with any obligations you may have under the Privacy Act (1988) (Cth) pertaining to your use of the Service.
11.3 We shall use reasonable endeavours to secure and protect any information or data given or generated by you using the Service (e.g. your policies or interpretations, product information, company protocols, project information on any company project or the like).
11.4 We may monitor usage of the Service and in the event of detecting any infringement of the rights hereby conferred or any other breach of this Agreement may notify you. You consent to the use of any data evidencing any such infringement.
12. Errors, Corrections and Maintenance
12.1 We do not represent or warrant that the Portal will be constantly available, error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Except as set out herein, we do not warrant or represent that the information available on or through the Portal will be correct, accurate, timely, or otherwise reliable. We may make improvements and/or changes to its features, functionality, or content at any time and may schedule downtime for such purposes.
13. Third Party Content
13.1 Third party content may appear on the Portal or may be accessible via links. We shall not be responsible for and assume no liability for any infringement, mistakes, misstatements of law, slander, defamation, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations, or any other form of content contained in any third-party content appearing on or linked to the Portal . You understand that the information and opinions in the third-party content is neither endorsed by nor does it reflect our beliefs.
14.1 Except to the extent otherwise provided herein or required at law including under the Australian Consumer Law, the Service is provided on an “as is, as available” basis. We expressly disclaim all warranties unless required by law. To the maximum extent permitted by law, but without limiting any obligations that we may have under the Australian Consumer Law we disclaim all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to:
(a) any errors in or omissions from the Portal and any content, including but not limited to typographical errors and technical inaccuracies;
(b) any third party web sites or content therein directly or indirectly accessed through links from the Portal, including but not limited to any errors in or omissions contained therein;
(c) the unavailability of the Portal or any portion thereof;
(d) your use of the Portal or Services; or
(e) your use of any equipment or third-party software in connection with the Portal.
15. Limitation of liability
15.1 Except in respect of any malicious damage, to the extent permitted by law, we and you shall not be liable to each other for any loss, injury, claim, liability, or damage of any kind arising from or incidental to the use of the Service by you, your employees, agents, or other third parties. To the extent permitted by law, where required under the Australian Consumer Law or as otherwise set out herein, neither of us shall be liable to each other for any special, direct, indirect, incidental, or consequential damages of any kind whatsoever, including without limitation, legal fees, in any way due to, resulting from, or arising in connection with the use of or inability to use the Service or the content of the Portal. To the extent the above limitation of liability is prohibited under applicable law, and to the extent such liability may be limited thereunder, our obligation to you for damages shall not exceed the amount of any Subscription Fees paid.
16.1 You agree to indemnify, defend and hold harmless us, our officers, directors, employees, agents, licensors, suppliers and any third-party information providers to the Portal from and against any and all losses, expenses, costs and damages, including reasonable lawyer fees, resulting from any breach by you of this Agreement.
17. Unlawful Activity
17.1 We reserve the right to investigate complaints or reported breaches of this Agreement and take any action we deem reasonably appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
18. Additional Terms
18.1 We may in some circumstances have agreed additional or modified terms prior to agreeing to grant you a Subscription. In such a case those agreed to terms become part of this Agreement.
19.1 If any provision of this Agreement shall be deemed unlawful, void or for any other reason unenforceable, then the provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
19.2 The Agreement may only be varied or amended by written agreement by both us and you.
20.1 In this clause, words and expressions which are not defined in this Agreement, but which have a defined meaning in GST Law (i.e., in legislation relating to Goods and Services Tax in Australia) shall have the same meaning as in the GST Law. Unless otherwise expressly stated, all prices or other amounts payable or considerable to be provided under this Agreement are exclusive of GST.
20.2 Where GST is payable by a supplier (within the meaning of the GST Law), or by the representative member for a GST group of which the supplier is a member, on any supply made under this Agreement, the recipient will pay to the supplier an amount equal to the GST payable on the supply, in addition to and at the same time that the consideration for the supply is to be provided under this Agreement.
20.3 The supplier shall deliver a tax invoice, or an adjustment note to the recipient before the supplier is entitled to payment of an amount of GST.
21.1 This Agreement shall be governed by and construed in accordance with the laws operating in the State of Victoria, Australia, without giving effect to any principles of conflicts of law. The parties agree that any action at law arising out of or relating to this Agreement shall be filed only in the state or federal courts located in Victoria, Australia and the parties consent and submit to the non-exclusive jurisdiction of these courts for the purpose of litigating any such action.
22. Entire Agreement
22.1 This Agreement shall constitute the entire agreement between us and you in respect of the Service and shall override all previous understandings or representations.