Nothing in this agreement will constitute the parties as employer and employee, agent and principal, partners or otherwise.
To the extent permitted by law, this agreement records the entire agreement between the parties in relation to its subject matter. It supersedes all prior contracts, arrangements, understandings or negotiations by, or between, the parties in relation to the subject matter of this agreement (including, but not limited to any email correspondence or other informal correspondence between the parties).
Except to the extent the context requires otherwise, where an act, right or obligation under this agreement is subject to the consent of a party, it may grant or withhold that consent in its sole discretion and is not required to provide a reason for that grant or withholding.
Clauses 9.5, 9.6, 9.7, 15, 20 and 21 survive termination of this agreement.
The failure, delay or omission by a party to exercise, or to partially exercise, a right, power or remedy under this agreement does not operate as a waiver of that right, power or remedy. A party which exercises, or partially exercises, a right, power or remedy maintains its right to further exercise the same right, power or remedy or to exercise another right, power or remedy. A party waives a right, power or remedy only by explicitly doing so in a written notice to the other party and the waiver is strictly limited to the matters specified in the notice.
The rights, powers, authorities, discretions and remedies of a party under this agreement do not exclude any other right, power, authority, discretion or remedy.
If any provision of this agreement is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:
but only to the extent that is consistent with giving substantial effect to the intentions of the parties under this agreement.
This agreement is governed by the law of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts in Queensland in connection with matters concerning this agreement.
Unless expressly stated otherwise in this agreement, you must not assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in your rights under this agreement without our prior written consent.
We may assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in our rights (or any part thereof) under this agreement at any time and you hereby consent to us transferring, disclosing or otherwise dealing with your Personal Information and User Content for the purpose of effecting the assignment, novation or other transfer of rights under this clause.
We may, from time to time, sub-contract any part of our obligations under this agreement to third parties at our own expense.
In this agreement, the following definitions will apply:
|Account||means a current paid account granted by us to you to access the Program via the FM Website.|
|Claim||means any claim, counterclaim, demand, cause of action or proceedings (whether based in contract, tort or statute) and any defence to a claim, counterclaim, demand, cause of action or proceedings.|
|FM Website||means our website accessible via https://www.foodmattersinstitute.com/ as amended from time to time.|
|Intellectual Property Rights||means:
|Loss||includes losses, damages, costs (including legal costs), expenses and liabilities, however arising (regardless of whether those losses were foreseeable or not), including, but not limited to, special, indirect, punitive, unascertainable, contingent, prospective and consequential losses or damages, loss of profits, loss of savings, loss of income or revenue, loss of opportunity or loss due to destruction or corruption of data.|
|Monthly Debit Date||means the date you create your Account and on that same date in each of the next three subsequent calendar months, subject to variation in accordance with this agreement.|
|Payment Date||has that meaning given to it in clause 4.4.|
|Payment Method||means the payment method nominated when you sign up for an Account.|
|Personal Information||means any information or opinion relating to or about an identified or identifiable natural person or about an individual who is reasonably identifiable.|
|Program||means the 'Food Matters Nutrition Certification Program' offered via the FM Website from time to time.|
|Program Fee||means the amount specified as such in the enrolment form accessed via the FM Website when you create your Account.|
|Tax||any forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether arising under Australian law or any other jurisdiction; and any penalty, fine, surcharge, interest, charges or costs relating thereto.|
|Term||means the term of this agreement, which is ongoing until termination occurs pursuant to this agreement.|
|Third Party Content||means any content created by an entity or person other than us which is accessible to you via the Website or via a third party site accessed through a hyperlink on the Website.|
|User Content||means any content in any form (including but not limited to pictures, videos, written word and audio files) which you submit, post, upload, publish or transmit via the Website and includes all Intellectual Property Rights therein, but excludes any FM Content.|
|Website||has that meaning given to it in clause 1.1.|
In this agreement, unless the context otherwise requires:
Last updated – 27th September 2021