This Site is operated and owned by Erica Edith Hughes trading as Farmer Meets Foodie ABN 70 772 528 157 (“Farmer Meets Foodie”). Your access to and use of the Site is subject to these Terms & Conditions. Use of the Site indicates Your acceptance of these Terms & Conditions. Please read them carefully before using the Site.
1. Definitions
In these Terms & Conditions the following words and phrases shall have the following meanings, unless the context otherwise requires:
(a) "Applicable Legislation" means all acts of parliament, whether state or commonwealth and all orders, by-laws and regulations made thereunder or in any governing or affecting any party’s conduct in respect of the Site, including without limitation, any act, by-law, order, rule, regulation or other lawful requirement;
(b) "Subscription Fee" means the fee or fees published on the Site from time to time and payable either monthly or annually (depending on the option selected at the time of creating Your Account);
(c) “Buyer” means in relation to an Item, the person who offers to buyer an Item based on a Listing;
(d) "Intellectual Property” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, software, business and domain names, inventions and other results of intellectual activity related to or connected with the Site throughout the world including without limitation:
(i) all names, whether registered or not, related to or connected with the Site including without limitation the name ‘Farmer Meets Foodie’ and the associated logo;
(ii) all domain names related to or connected with the Site;
(iii) all material and software related to or connected with the Site;
(iv) user information or manuals related to or connected with the Site;
(v) licences, certificates and authorisations related to or connected with the Site; and
(vi) the information, names, text materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of the Site;
(e) “Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity including copyright, trade marks, patents, processes, know-how, designs and other like rights;
(f) "Item" means any item of general produce or value added produce available for purchase directly from the Seller as listed on the Site from time to time and “Items” means more than one of them;
(g) “List” and “Listing” means an entry for the sale of an Item by a Seller using the ‘list’ or ‘advertise’ function of the Site;
(h) “Policy” or “Policies” means any policies or rules created and imposed by Us from time to time;
(i) “Seller” means in relation to an Item, the person who places the Listing for that Item;
(j) “Site” means www.farmermeetsfoodie.com.au and all parts and pages of it;
(k) “Software” means the software owned or licensed by Us which forms part of the Site and includes any software which is required by, relevant to, or used in conjunction with the Site including but not limited to all object and source codes, copyright, inventions, discoveries, novel designs whether or not registrable as designs or patents, including any invention of or development or improvements to equipment, technology, methods or techniques relating to the software;
(l) “Transaction” means the completion of the sale of an Item the subject of a Listing by a Seller to a Buyer in exchange for payment of the agreed price (such price to be negotiated and agreed upon between the Seller and the Buyer directly);
(m) “Us” means Farmer Meets Foodie and ‘We’ or ‘Our’ shall be interpreted accordingly;
(n) "You" means the person or entity that accesses the Site and ‘Your’ shall be interpreted accordingly;
(o) "Your Account" has the meaning set out in clause 3(a);
(p) “Your Content” means any content You add or upload to the Site in any form or medium whatsoever including without limitation information or images of an Item.
2. Access
(a) Your use of this Site is by personal non-exclusive non-assignable licence granted by Us strictly in accordance with these Terms & Conditions.
(b) Our Policies, including all policies and other documents referenced in them, are incorporated by reference and form part of these Terms & Conditions and provide additional terms and conditions related to specific services or functions offered on the Site.
(c) You acknowledge and agree with Us that You will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation Intellectual Property Rights) in the Site other than the non-exclusive rights granted in accordance with these Terms & Conditions.
(d) The Site is available only to, and may only be used by, individuals who can form legally binding contracts under their applicable law. Without limiting the foregoing, the Site is not available to and may not be used by persons under 18 years of age, undischarged bankrupts or persons under insolvency or administration.
(e) In order to use this Site, You require the equipment and connections necessary to access the World Wide Web. Without limitation, You are responsible for:
(i) the provision of any such connection or access to the World Wide Web;
(ii) the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and
(iii) the provision of all equipment necessary for You to make any such connection to the World Wide Web, including but not limited to a computer and a modem, a smart phone or tablet or other electronic device capable of connecting to the World Wide Web.
(f) The Site is controlled and operated by Us from Our offices in the Australia. We have used Our best endeavours to ensure that the Site complies with Australian laws. However, the Site is not appropriate or available for use in locations outside Australia.
3. Your Account and Registration
(a) You must register Your details with Us to use this Site which will create an account with a username and password and pay the Subscription Fee. This account will be Your account for use of the Site (“Your Account”).
(b) You must not use false or misleading information in registering or using the Site and You must update Your details should they have changed from the last time You used the Site. We are not responsible for any loss or damage which may occur because You have not provided up to date, accurate or complete information.
(c) You must choose an individual username and password when registering Your Account. You are responsible for the security of Your username and password and We and any other user of the Site will assume that anyone using Your Account is authorised by You. Under no circumstances will unauthorised access and use of Your Account reduce Your liability in connection with the Site. This includes Your obligation to purchase an Item which may result from use of Your Account.
(d) You must notify us immediately if You become aware of any unauthorised use of Your Account or other security breach which We may consider relevant.
(e) You permit us to send You notifications by email of the status of any Item or Transaction and any other marketing or promotional events and offers. We will refrain from sending You marketing related materials, including special offers, if You tell us You do not wish to receive these communications when You complete Your registration online. We may additionally request that You participate in customer feedback from time to time so that We can improve the Site.
(f) We accept no liability for any loss or damage incurred if You do not receive any notifications by us to You, for whatever reason.
(g) You may request that Your Account be closed by emailing us at info@farmermeetsfoodie.com.au. Your Account will be closed if You have paid everything You owe and all Transactions have been completed.
4. Conduct Generally
(a) Once You have established Your Account, You may;
(i) Subject to clause 5, submit a Listing for an Item;
(ii) Make an offer to buyer an Item;
(iii) complete a Transaction as Seller or Buyer.
(b) All parties agree to act with professionalism and courtesy in their dealings with each other at all times.
(c) We will:
(i) create and maintain the Site for the purpose of creating connections and introductions between potential Sellers and potential Buyers;
(ii) market and promote the Site as We deem appropriate from time to time;
(iii) investigate any complaints received; and
(iv) to arrange for the removal of users from the Site if appropriate conduct is not adhered to by them.
(d) You must:
(i) pay the Subscription Fee at the time of creating Your Account and either annually or monthly thereafter (based on the option selected at the time of creating your Account;
(ii) provide such material, branding, text, graphics and other material as is required for inclusion on any Listing You wish to post;
(iii) describe, advertise, and deliver any Item You wish to sell with due care and skill;
(iv) provide any Item in accordance with Applicable Legislation;
(v) provide any Item so as not to damage or harm Our reputation or the reputation of the Site;
(vi) not in any manner describe itself or hold Yourself out as Our agent;
(vii) provide current, complete and accurate information at all times in the course of Your dealings with Us or, if applicable, on the Site and to maintain and update this information in a timely manner.
(e) You consent to receive commercial electronic messages from Us.
5. Seller Obligations - Listing an Item for Sale
(a) You can submit a Listing for an Item at any time by using the 'add product' function in Your Account on the Site.
(b) A Listing must include:
(i) a full description of the Item including its condition; and
(ii) the quantity of the Item available in kilograms, grams, millilitres or litres (as applicable).
(c) You agree that a Listing must not include the following details, on the basis those details are to be communicated and negotiated between You and the Buyer directly:
(i) details of Your return policy, if any;
(ii) details of delivery and any fees or charged to be paid by the Buyer; and
(iii) the price or price per kilograms, grams, millilitres or litres (as applicable) for the Item.
(d) Before posting a Listing it is the responsibility of the Seller to ensure that the content of the Listing adheres to these Terms & Conditions and any Policy as well as any Applicable Laws.
(e) You warrant that:
(i) You are the legal and beneficial owner of all right, title and interest in any Item you List;
(ii) You are the grower, harvester, farmer or grazier of any Item you List;
(iii) any Item you List will comply with any Applicable Laws and adhere to these Terms & Conditions and any Policy; and
(iv) the content of the Listing is true, accurate and complete in every respect and not misleading in any way.
(f) By Listing an Item on the Site, You agree to assume full responsibility for the content of the Listing and the Item offered, and accept the following Listing conditions:
(i) when You list an Item on the Site, Your Listing will be published on the Site and can be viewed by third parties;
(ii) a Listing may not be immediately searchable by keyword or category for several hours, so We can't guarantee exact listing durations;
(iii) where Your Listing appears in search and browse, results may be based on certain factors including listing format, title, keywords, feedback and detailed Seller ratings;
(iv) You are solely responsible for all information and content that You submit to the Site and any consequences that may result from Your Listing;
(v) You must ensure that Your Listing is kept up to date at all times and is promptly removed or updated if an Item has been sold or is no longer available for sale for any reason; and
(vi) You acknowledge that Your Listing may be removed by Us at any time without prior notice to You if the Listing:
i) breaches these Terms & Conditions or any Policy;
ii) breaches any Applicable Law.
iii) is not allowed to be sold on the Site;
iv) is a duplicate of previously posted Listing;
v) has been posted under the wrong category;
vi) is posted in a language other than English. We only accept content in English;
vii) is for an Item which is overseas. The Site is for individuals and businesses based in Australia only;
viii) contains external links. No external website links are allowed within Your Listing to other classified or auction sites;
ix) is not descriptive and does not contain enough detail of the Item;
x) includes:
A. inappropriate language;
B. inappropriate photo or image;
C. discriminatory content based on race, religion, nationality, gender, etc;
xi) is in any way considered fraudulent or misleading; and/or
xii) is not relevant, or of value to users of the Site.
6. Buyer Obligations - Buying an Item
(a) You can offer to buy an Item the subject of a Listing by contacting the Seller using the preferred contact method listed for the Seller on the Seller's profile which is accessible on the Site. The final Item, quantity, price, delivery arrangements and other terms are to be agreed and actioned between You and the Seller of the Item directly.
(b) Risk in and Title to an Item passes from the Seller to the Buyer at the time of delivery.
(c) You must ensure that You promptly remove any Items from the 'interested in' function in Your Account on the Site if You are no longer interested in purchasing that Item or Items.
(d) You acknowledge that:
(i) all Items are sold on an as is where is basis and no warranties are given or implied unless stipulated in the individual Listing;
(ii) it is Your responsibility to read the Item information relating to any Listing and You must not rely upon the title summary or any photographs of any Item solely as a complete description of an item; and
(iii) any description or photograph of any Item does not in any way offer any opinion as to the suitability of an Item for Your needs nor does it replace an assessment of such suitability in Your personal circumstances;
7. Your Content
(a) You are solely responsible for transmissions to Our Site when using Your Account or when the Site is accessed by someone using Your Account.
(b) You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all Intellectual Property Rights in Your Content in any media.
(c) You acknowledge and agree that:
(i) We only act as a portal for the distribution and publication of Your Content;
(ii) We make no warranty that Your Content is actually made available on the Site;
(iii) We have the right (but not the obligation) to take any action deemed appropriate by us with respect to Your Content;
(iv) We have no responsibility or liability for the deletion or failure to store any of Your Content, whether or not it was actually made available on the Site; and
(v) Your Content is subject to Our approval and may be accepted, accepted on conditions, modified or rejected at Our absolute discretion.
(d) Without limiting any other clause of these Terms & Conditions, You represent and warrant that Your Content:
(i) will not infringe upon or misappropriate any Intellectual Property Rights of any person;
(ii) will not violate any law or regulation;
(iii) will not be defamatory or libellous;
(iv) will not be obscene;
(v) will not include incomplete, false or inaccurate information about Your or any other individual; and
(vi) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
8. Complaints
If You believe a Buyer or Seller has breached these Terms & Conditions, any Policy or any Applicable Law, you may wish to notify Us in which case you must provide Us with details of the complaint in writing, including but not limited to the nature of the complaint and the names of the Buyer/Seller involved. We will take all reasonable steps to investigate any complaints received in accordance with this clause.
9. System Integrity & Your Conduct
(a) You must not use the Site to:
(i) impersonate or otherwise misrepresent Your identity or affiliation with any other person or entity;
(ii) input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, pornographic, violent, abusive, insulting, threatening, harassing or misleading or deceptive;
(iii) input, upload, post, disclose or transmit any material which is subject to Intellectual Property Rights of Us or any third party or breaches any duty of confidence or contractual obligation owed to Us or any third party;
(iv) input, upload, post, disclose or transmit any material that is unlawful or violates any law;
(v) send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 to any person or company;
(vi) download and store electronically, reproduce, transmit, display, copy, distribute or use the Software or any materials contained in the Site;
(vii) upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Site or another’s computer or property of another;
(viii) sub-license, rent, lease, transfer or attempt to assign the rights in the Site or the Software to any other person and any dealing in contravention of this sub-clause shall be ineffective;
(ix) falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Site;
(x) conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;
(xi) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
(xii) attempt to gain unauthorised access to the Site or computer systems or networks connected to the Site through any means;
(xiii) commit forgery (or attempted forgery), harass any individual, or harm minors in any way;
(xiv) collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses; or
(xv) breach the Privacy Act 1988 as amended, or the Australian Privacy Principles;
(xvi) contravene or breach any applicable state, Commonwealth or international law, convention or regulation.
(b) You acknowledge and agree that You must not:-
(i) use the Site for any purpose other than the purpose for which it was designed and intended;
(ii) commit or permit any act which may interfere with the use of the Site by any other user;
(iii) violate any laws;
(iv) bypass measures used to prevent or restrict access to the Site;
(v) tamper with, hinder the operation of or make unauthorised modifications to the Site or any part thereof;
(vi) damage or modify the Site or any part thereof;
(vii) reverse engineer, decompile or disassemble the Site or any part thereof;
(viii) copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Software or any content within the Site or any part thereof; or
(ix) modify, alter, adapt, disassemble, reverse engineer, decompile or amend the Software or any content within the Site or any part thereof in any way.
(c) You must not without Our prior written consent which shall be given, given with conditions or withheld at Our absolute discretion affix or otherwise display Your name or logo on the content of the Site or any other website in a way that suggests a direct or indirect association with Us and/or any content provider to the Site.
10. Links & Advertising
(a) This Site may contain links to third party websites. Those websites are not under Our control and We are not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites.
(b) Neither Us nor Our officers, directors, employees, agents, or related bodies corporate recommend or endorse the content of any third party websites which may be linked to or from the Site, or goods or services of any third party organisations mentioned or described on this Site or linked to or from this Site. You acknowledge that You enter any third party websites at Your own risk.
(c) The Site may contain advertisements for third parties' goods and/or services. The third party advertisers are responsible for the accuracy of all representations made in those advertisements. Neither Use nor Our officers, directors, employees, agents or related bodies corporate recommend or endorse the goods or services that may be advertised on the Site, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If You choose to order a good or service advertised by a third party on the Site, You do so at Your own risk.
(d) You must not link the Site from any other website not owned or operated by Us without Our prior written consent.
11. General Maintenance and Technical Support
(a) The rights granted to You do not entitle You to receive from Us any technical support, telephone assistance, or enhancements or updates to the Site, however this does not prevent Us from offering such services at its sole discretion.
(b) We will endeavour to carry out any non-urgent support services, upgrades, updates, supplements, add on components, or other internet based services or components of the Site outside of usual business hours.
12. Intellectual Property
(a) You acknowledge and agree that We own the Intellectual Property and that no right, title or interest in any of the Intellectual Property is transferred or granted to You other than the rights granted expressly by these Terms & Conditions.
(b) You must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent any or all such Intellectual Property as Your own.
(c) You undertake not to take or permit or omit any action which would or might:
(i) invalidate or put in dispute Our title in the Intellectual Property or any part of it;
(ii) oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
(iii) support any application to remove or undo Our title in the Intellectual Property or any part of it; or
(iv) assist any other person directly or indirectly in any of the above.
(d) The parties agree that any additional or further or new Intellectual Property Rights created, formulated or discovered during or after Your use of or access to the Site, excluding Your Content for which You grant Us a perpetual royalty-free licence, will be the sole and exclusive property of Us and You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further intellectual property rights to Us.
(e) Without limitation, the Farmer Meets Foodie logo and name are owned by Us, and may not be used as part of Your business or in connection with any goods or services without Our prior written consent which shall be given, given with conditions or withheld at Our absolute discretion.
13. Information Provided and Privacy
(a) The following applies to any information that You provide to Us;
(i) You authorise Us to use, store or otherwise process any information including personal information which relates to and/or identifies You, including, but not limited to, Your name, company or business name, email address and postal address (‘the Personal Information’), to the extent reasonably necessary for the provision of any goods and services requested by You.
(ii) You must ensure that the Personal Information You provide to Us and that all registration details (where applicable) contain Your correct name, address, e-mail address and other requested details.
(iii) By accepting these Terms & Conditions, You agree to the processing and disclosure of the Personal Information for the purpose of us providing the Site and our goods and services to You. If You would like to review or modify any part of Your Personal Information then You should contact Us.
14. Acknowledgements
(a) Without limiting any other clause You acknowledge that:
(i) the World Wide Web exists across open public networks that are neither secure nor private. Accordingly, You acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties;
(ii) information on the Site may contain general information about Items and related matters. The information is not advice, and should not be treated as such;
(iii) We merely operate a portal or platform for allowing parties wishing to offer Items for sale and buy Items for sale to connect and do not have control over or responsibility for the actions or omissions of any Seller or other user;
(iv) We are not involved in or responsible for any Transaction except for operating a portal or platform for the parties to connect only;
(v) We do not take ownership of any Items at any time and do not transfer legal ownership of Items from the Seller to the Buyer;
(vi) If a Seller or Buyer breaches any obligation to You, You, and not Us, are responsible for enforcing any rights that You may have;
(vii) We have no control over and do not guarantee the quality, safety or legality of Items Listed, the truth or accuracy of users' content or Listings, the ability of Sellers to sell Items, the ability of Buyers to pay for Items or that a Buyer or Seller will actually complete a Transaction or return an Item;
(viii) You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site;
(ix) You accept all risks and responsibility for all loss, damage, costs and other consequences resulting from Your use of the Site or the material on or accessible through the Site; and
(x) We may change any of the material which comprises part of the Site at any time without notice but have no obligation to do so.
15. Your Warranties
(a) The warranties contained in this clause are additional to warranties implied by law. Each of the warranties will be read and construed as a separate and independent warranty and will not be limited by reference to each other. All warranties will be valid at all times during the term of these Terms & Conditions and will be continuing warranties which will survive the termination or expiration of these Terms & Conditions.
(b) You warrant and acknowledge to Us that as at the date of these Terms & Conditions and for the duration of these Terms & Conditions:
(i) You Were not relying on any representation made by Us;
(ii) the particulars as provided in Your Account and any Listing are true, accurate and complete in every respect and are not misleading in any way;
(iii) all material and information You provide is true, accurate and complete and not misleading in any way;
(iv) You will promptly advise us of any changes in Your particulars;
(v) You have the legal right and power to enter into these Terms & Conditions;
(vi) Your acceptance and performance of these Terms & Conditions has been duly and validly authorised by any necessary corporate action;
(vii) these Terms & Conditions are valid and binding on You, enforceable in accordance with their terms;
(viii) You are not insolvent and no controller has been appointed over any part of Your assets;
(ix) You are not bankrupt or in liquidation or administration and no proceedings have been brought or threatened for the purpose of bankrupting or winding You up.
16. Our Warranties
(a) Except as expressly provided to the contrary, and to the extent permitted by law, We make no representations or warranties of any kind, express or implied as to the operation of the Site, Your access to or the results of Your access to the Site (including any related or linked websites) or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or Items included on the Site.
(b) To the extent permitted by law, the Site is provided by Us on an "as is" basis without any express or implied warranty of any kind.
(c) Without limitation, We do not warrant that:
(i) The Site will provide any function for which it is not specifically designed;
(ii) The Site will provide any minimum level of performance;
(iii) The Site will be virus free or free of performance anomalies or be operational without interruption;
(iv) The Site will be free of inaccuracies or typographical errors.
17. Limitation of Liability
(a) Where the laws of any country or state in which these Terms & Conditions are effective implies into these Terms & Conditions any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms & Conditions provided that the liability of Us, Our officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition or warranty, including any economic or consequential loss which You may sustain shall be limited, at Our option, to:
(i) in the case of Our services, the supply of the services again, or the payment of having the services resupplied; or
(ii) in any other case, the greater of the total fees You pay to Us in the 12 months prior to the action giving rise to liability and AU$100.00.
18. Release
(a) You release Us and Our officers, directors, employees, agents or related bodies corporate from its liability for any loss or damage including without limitation, losses or damages for loss of profits, business interruption, loss of information, indirect, special, punitive or consequential losses or damages arising out of the use or inability to use or reliance on the material or information available on or accessible through the Site, even if We have been advised of the likelihood of such damages and whether or not caused by any negligent act or omission.
(b) Without limiting Clause 1718, You release us from any loss or damage (including indirect, special or consequential loss or damage) arising from the use of, or reliance on, the Site, whether or not caused by any negligent act or omission including but not limited to:-
(i) the conduct of any Seller;
(ii) other users' content, actions or inactions, Items they list or their description of allegedly fake items;
(iii) the condition of any Item;
(iv) loss of use, data or profits on any theory of liability arising out of or in connection with the use of or the inability to use the Site;
(v) Your reliance on the Site;
(vi) the statements or actions of any employee or agent of Ours;
(vii) any unauthorised access to or alteration of Your transmissions or data;
(viii) any information that is sent or received or not sent or received;
(ix) any failure to store or loss of data or files or other content;
(x) Your fraudulent, negligent or otherwise unlawful behaviour;
(xi) information, data or other material provided to You by Us;
(xii) any delay or interruption of the Site;
(xiii) any loss incurred as a result of a third party obtaining Your access details, either with or without Your knowledge;
(xiv) any loss or damages in relation to the supply of services on or in relation to this Site and any advertisement placed on the Site or information made available on the Site;
(xv) the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind which violates or infringes upon the rights of any other person, including without limitation any transmissions that encourage or represent conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law
19. Indemnity
(a) You agree to indemnify and hold harmless Us and Our officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from and against all losses, damages, expenses and costs (including solicitor client costs on a full indemnity basis) and all third-party claims, liability, losses, damages, expenses and costs arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified in relation to or in connection with Your use of the Site or Your failure to comply with these Terms & Conditions, or from Your violation of any applicable law.
20. Upgrades
(a) You acknowledge and agree that these Terms & Conditions apply to updates, supplements, add on components, or internet based services components of the Software and the Site together with any other terms along with the update, supplement, add on component or internet based services components which We provide.
(b) We reserve the right to discontinue any internet based services provided to You or made available to You through the use of the Software and the Site at any time.
21. Relationship
(a) You acknowledge and agree with Us that in providing the Site to You, We are doing so as an independent contractor and that neither these Terms & Conditions nor the provision of the Site will create any relationship of employer and employee, agent and principal, joint venture or partnership between You and Us.
(b) You acknowledge that Sellers and Buyers and other users are independent of Us and are not employees, agents or partners of Us or under Our supervision. All Sellers and Buyers and other users are subject to these Terms & Conditions. You further acknowledge that the relationship between You and any Sellers and Buyers and other users is that of an independent contractor and not any employee, agent or partner of You.
22. Breach and Termination
(a) If We consider that You are using the Site in breach of these Terms & Conditions, We reserves the right at its absolute discretion to cancel or suspend Your Account and/or to remove any infringing data, file, content or material from the Site and We shall have no liability to You.
(b) We reserve the right to deny You access to, or use of, all or part of the Site, without prior notice, if You engage in any conduct that We believe, in Our sole discretion:
(i) violates any term or provision of these Terms & Conditions; or
(ii) violates the rights of Us or any third party; or
(iii) is otherwise inappropriate for continued access and use of the Site.
(c) On termination or expiry Your right to use the Site shall cease (unless otherwise agreed by Us).
(d) Termination or expiry shall be without prejudice to the rights of the parties accrued before termination or expiry. All restrictions imposed on You, disclaimers and limitations of liability set out in the Terms & Conditions will survive termination.
23. Effect of expiry or Termination
(a) On closure of Your Account (unless otherwise agreed by Us):
(i) You must destroy all evidence of any usernames, passwords and other like matters;
(ii) the Subscription Fee shall be forfeited and You may make no claim in respect of such payment;
(iii) any Subscription Fee payments accrued but unpaid must be paid by You to Us;
(iv) We will cease to provide access to and use of the Site;
(v) You shall have no further rights to use Your Account.
(b) Any rights which may have accrued to either party shall be unaffected.
(c) All rights contained in these Terms & Conditions which are capable of doing so shall survive the expiration or termination of these Terms & Conditions.
24. General
(a) Publication of electronic or physical addresses on this Site is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.
(b) We may from time to time amend, update, or change the Site, including these Terms & Conditions as published on the Site, without prior notice. You accept the amendment, update or change by continuing to use the Site.
(c) We shall not be liable by reason of the failure in the performance of obligations under the Terms & Conditions by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond Our reasonable control, including any form of technological failure or the actions of third parties.
(d) These Terms & Conditions constitute the entire agreement between You and Us with respect to this Site, and the Terms & Conditions replace all prior or contemporaneous understandings or agreements, written or oral, regarding the Site. No oral explanation or information provided by a party to another affects the meaning or interpretation of these Terms & Conditions or constitutes any collateral agreement, warranty or understanding.
(e) If any provision of these Terms & Conditions is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, and the remaining provisions of the Terms & Conditions shall remain in full force and effect.
(f) The failure by Us to insist upon or enforce strict performance of any of these Terms & Conditions will not be construed as a waiver of any right or remedy of Ours in respect of any existing or subsequent breach of these Terms & Conditions.
(g) No waiver by a party of a provision of these Terms & Conditions is binding unless made in writing.
(h) The law of Queensland, Australia govern these Terms & Conditions. You hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of the State of Queensland and the Commonwealth of Australia for any cause of action relating to or arising under these Terms & Conditions.
(i) We operate the Site in Australia. Information contained on the Site may not be appropriate or available for use in other locations. If You access the Site from other locations, You do so at Your own initiative and You are solely responsible for compliance with local laws.
(j) Where possible, the obligations of the parties under these Terms & Conditions will indefinitely survive the finalisation or discontinuance of these Terms & Conditions.
(k) These Terms & Conditions shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
(l) The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under these Terms & Conditions.
(m) The rights and remedies of a party to these Terms & Conditions are in addition to the rights or remedies conferred on the party at law or in equity.
(n) The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
(o) Any notice or demand in writing required to be given by Us to You shall be sufficiently served if:-
(i) Served personally or by pre-paid mail to Your address;
(ii) Sent by facsimile machine to Your facsimile machine;
(iii) Sent in electronic form by email to Your email address; or
(iv) Published on the Site.