Terms and Conditions

  1. Welcome to Food Matters Institute!
    1. We know it’s not much fun, but it’s important that you read these Terms and Conditions because these conditions apply to your use of our Food Matters Institute website, our Food Matters Institute Nutrition Certification Program, our Live Chat and email support services and ancillary services and content (collectively, the Website).
    2. If you don’t like what you see or you don’t agree to these Terms and Conditions, we will be really sad to see you go, but please stop using our Website because your continued use means you agree to and accept these Terms and Conditions.
    3. Our Privacy Policy and Disclaimer also form part of these Terms and Conditions.
  2. What is Food Matters Institute?
    1. Food Matters Institute is brought to you by Nabanga Pacific Holdings Ltd (we, us, our). Our Website provides individuals using our Website (you, your) access to a range of health and wellness programs, informational content and social features.
  3. Signing up for the Nutrition Certification Program
    1. To access the Program you must create an Account by completing the enrolment form accessible via the Website and paying us the Program Fee.
    2. Only individuals who are aged 18 years and over may enrol in the Program.
    3. Enrolment in the Program may not always be open. If enrolment is not available at any time, you can provide us with your contact details via the Website to be notified when the next enrolment period begins.
    4. If we accept your application for enrolment in the Program, an Account will be created for you and you will then have access to the Program (including any future updates) on an ongoing basis until that access is terminated pursuant to this agreement.
    5. We may refuse to grant an Account at our discretion, including, without limitation, where you do not agree to comply with this agreement.
  4. Paying for the Nutrition Certification Program
    1. You must pay the Program Fee for the Program:
      1. at the time you create your Account if you elect, during the enrolment process, to pay the Program Fee in full upfront;
      2. by way of four equal monthly instalments, if you elect, during the enrolment process, to pay the Program Fee in instalments.
    2. Where clause 4b applies, the Program Fee instalments will be payable on each Monthly Debit Date.
    3. We will issue a tax invoice for the Program Fee on or before the due date for payment.
    4. You authorise us to charge you the Program Fee via the Payment Method on each date that a payment is due pursuant to clauses 4.1 and 4.2 (Payment Date).
    5. We may vary the Payment Date without notice at times to account for:
      1. public holidays;
      2. variations between the number of days in a month (i.e. to process a payment due on the 31st on the 30th for 30 day months);
      3. leap years; or
      4. to re-attempt charging the Payment Method where a previous attempt has been unsuccessful.
    6. Each tax invoice issued by us must be paid by you in cleared funds in accordance with the details on the relevant tax invoice.
    7. In addition to the Program Fee, you are liable for any bank transfer fee, currency exchange fee, taxes, duties and any dishonour fee incurred in paying the Program Fee.
    8. You must pay the Program Fee without deduction, set off or counterclaim.
  5. GST
    1. Terms in this clause have the same meaning as given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    2. Unless otherwise specified in this agreement, all amounts are quoted inclusive of GST.
    3. Fees incurred in connection with the provision of the Website are generally subject to GST if there is a sufficient connection with Australia. If so, we are required to remit GST and we will charge the applicable GST as part of the Program Fee.
    4. We will provide you with a Tax Invoice for any Supply which attracts GST.
  6. Tax
    1. Except under clause 5 and this clause 6, the consideration for any supply made under or in connection with this document does not include any forms of Tax.
    2. If a supply made under or in connection with this document is a supply which attracts Tax, then before the time any part of the consideration for the supply is payable, you must inform us of the Tax payable and must at the time any part of the consideration for the supply is payable, you must pay an amount equal to the total Tax for the supply, in addition to and in the same manner as the consideration otherwise payable under this document for that supply.
    3. If you fail to notify us of the Tax, you will be responsible for the Tax and indemnify us from and against any liability arising in connection with the relevant Tax.
    4. If you are required by law to withhold any amount payable to us under this agreement on account of Tax, you must, upon withholding that amount, remit to us all documentation we require to claim any foreign tax credit or other credit with respect to the withheld amount.
  7. Availability of the Website
    1. You acknowledge that:
      1. we are not responsible for verifying the accuracy, truthfulness or completeness of any information you provide;
      2. your User Content will be collected and handled by us in accordance with our Privacy Policy;
      3. we may modify and update the Website from time to time for any reason, including but not limited to improving the functionality and appearance of the Website or to create additional features or extensions;
      4. the minimum hardware and software requirements to access the Website with certain devices may vary over time;
      5. both scheduled and unexpected downtime may affect availability of the Website from time to time;
      6. we may, but are not obliged to, monitor the use of the Website by you to assess compliance with this agreement and remove any User Content from the Website at our discretion;
      7. with respect to Third Party Content:
        1. we are not responsible for any Third Party Content;
        2. you access, use and rely on Third Party Content at your own risk;
        3. Third Party Content may be provided subject to terms and conditions set by that third party which you are responsible for familiarising yourself with;
        4. we do not endorse, control, sponsor or approve any Third Party Content and we do not warrant or represent that any Third Party Content is accurate, complete, reliable, safe to access or otherwise complies with this agreement.
  8. Your Obligations
    1. To help us protect the integrity and useability of our Website we need our users to follow the following rules. You must:
      1. comply with this agreement at all times during the Term;
      2. only create and use one Account and ensure no-one uses your Account except you;
      3. keep each username and password used to access your Account secret;
      4. only use your Account, the FM Website and the Program for your own personal, non-commercial purposes;
      5. only create copies of the content within the Program (to the extent certain content is permitted to be copied by us within the Program interface) for your own personal, internal, non-commercial use as necessary to complete the Program. You must not otherwise copy, reproduce, distribute, circulate, sell, broadcast, display, perform or use the Program;
      6. not use the Website or any part thereof:
        1. to infringe or authorise the infringement of any Intellectual Property Rights or other rights of a third party;
        2. to store or distribute any illegal, or illegally obtained content;
        3. to circulate content that can damage, disrupt or compromise any hardware;
        4. in any manner which is in breach of any law whether civil or criminal, including, without limitation, laws related to fraud, cybercrime, sedition, harassment, sexual harassment, defamation, stalking, nuisance or assault;
        5. in a manner intended or likely to create an unusual workload on any of the equipment used in the course of providing the Website; or
        6. in a manner which could adversely affect the provision of the Website or our ability to provide similar services to others in the course of our business;
      7. except where permitted by law, not:
        1. attempt to reverse engineer, decompile, disassemble or otherwise attempt to derive or access the source code, techniques, processes, algorithms, know-how or any other information (as applicable) from the Website;
        2. modify, create derivatives of or improvements to, decompile or otherwise attempt to access or extract the source code of the Website without our permission;
        3. copy, archive, download, reproduce, distribute, sell, syndicate, broadcast, display, perform or otherwise use the Website other than as permitted by this agreement;
      8. not create or circulate User Content that we determine is:
        1. illegal, threatening, defamatory, discriminatory, hateful, obscene, profane, graphically violent, pornographic or which incites violent or dangerous activities;
        2. misleading or which forms part of an attempt to impersonate another or an attempt to collect the Personal Information or financial details of a person without their consent or is otherwise used for a misleading or fraudulent purpose;
      9. assume full responsibility for the User Content and any use of your Account by a third party;
      10. advise us immediately if you are aware of any unauthorised use of your Account;
      11. take all reasonable steps to ensure that all information provided to us is true, accurate, complete, up to date and is not misleading;
      12. not hold out to any person that you are a representative of or are otherwise associated with us;
      13. ensure that you promptly update us if any information which you have previously provided to us changes, including your contact details and Payment Method;
      14. use the Website in accordance with all applicable laws and our reasonable instructions;
      15. not do, cause or authorise the doing of anything which may adversely affect or jeopardise the validity of our Intellectual Property Rights in the Website;
      16. not do or say anything harmful to the reputation of us, our personnel or our business or which may lead a person to cease, curtail or alter the terms of its dealings with us; and
      17. promptly inform us of any defects in the Website that are found by you, such as exploitable or potentially exploitable security vulnerabilities.
  9. Intellectual Property Rights
    1. Subject to the terms of this agreement, we agree to provide to you a limited, non-transferable, non-exclusive license to use the Website during the Term for your non-commercial, personal purposes to the extent contemplated and permitted by this agreement. This license only extends to use of the Program if you have an Account.
    2. You must not sub-licence your right to use the Website.
    3. Aside from the licence granted in clause 9.1, this agreement does not grant you any other rights in the Website.
    4. As between the parties, all right, title and interest in FM Content is owned and retained by, and vests on creation in, us.
    5. You retain all right, title and interest which you hold in the User Content and grant to us, without payment to you, a perpetual, transferable, irrevocable, non-exclusive, royalty free licence to use, modify, reproduce, publish, adapt, display, distribute and transmit the User Content in connection with the provision of our Website and for any other purpose contemplated by this agreement, including, without limitation, for marketing, product development, improvement of the Website and disclosure to third parties.
    6. To the extent permitted by law, you agree not to enforce any Moral Rights in the User Content in connection with the use of the User Content by us pursuant to clause 9.5.
    7. You warrant that you have all right, title and authority required to grant us the licence in clause 9.5.
  10. Suspension
    1. We may suspend or restrict your access to the Website where you fail to meet any of your obligations under this agreement, including, without limitation, where any payment to us is overdue (in addition to any other rights we may have), or we suspect there has been unauthorised use of your Account.
    2. Any suspension or restriction pursuant to this clause 10 does not suspend your payment obligations under this agreement.
  11. Termination
    1. If you do not have an Account we may terminate this agreement immediately at any time without reason or notice to you.
    2. If you have an Account, we may terminate this agreement by notice to you if:
      1. you fail to pay any amount to us when due;
      2. we reasonably suspect you have permitted a third party to use your Account;
      3. you engage in any act or omission which:
        1. is illegal or which we reasonably consider is unethical or inappropriate; or
        2. is likely to damage the reputation of, or result in a Claim against us or our personnel;
      4. you breach a term of this agreement that cannot be remedied; or
      5. you breach a term of this agreement (other than a breach under clause 11.1 a to d and fail to remedy that breach within 3 days of receiving notice to do so from us;
      6. we elect to cease providing the FM Website or Program generally.
    3. If you do not have an Account, you may terminate this agreement at any time by permanently ceasing to use the Website.
    4. If you have an Account, you may terminate this agreement by notice to us at anytime.
  12. Effect of termination
    1. On and from the effective date of termination of this agreement:
      1. we will cease providing access to the Website to you;
      2. all outstanding tax invoices issued by us become due and payable immediately;
      3. you consent to us providing your Personal Information to a credit rating agency where this agreement is terminated due to you defaulting in making a payment to us;
      4. except where clause 12.1e applies, you must cease to use all FM Content in your possession immediately;
      5. where termination is under clause 11.2f we will provide you with a reasonable amount of notice prior to access to the Program ending.
    2. Termination of this agreement does not affect the accrued rights and obligations of any party.
  13. Nutrition Certification Program Refund Policy
    1. If you aren’t completely satisfied with the Program we’ll refund you the full Program Fee paid if you request the refund within 14 days after the date you created your Account by contacting our customer service team via email or live chat (refer clause 17).
    2. Refunds will only be paid to the Payment Method used to create your Account.
    3. If you received a physical gift from us with your purchase of the Program (Gift) this cannot be returned and the refund issued will be the net amount of the Program Fee less the RRP value of the Gift. For example, if you purchased the Program for $799 and receive a Gift valued at $24, then the refund amount you will receive will be $775.
    4. Except under clause 13.1, we will not provide a refund of the Program Fee unless we agree otherwise in writing or are required to by law.
  14. Disclaimer
    1. Our goal is to provide you with the best range of health and wellness content possible. We are constantly working to achieve this, however we cannot promise that everything will be perfect all of the time. Accordingly, the Website is provided ‘as is’ and we do not guarantee, warrant or represent that:
      1. the Website is provided error-free or uninterrupted;
      2. any information contained on the Website is accurate, reliable, adequate or complete;
      3. the Website is monitored or protected from User Content or Third Party Content that may be in breach of these Terms and Conditions or applicable laws; or
      4. the Website is free of viruses or other spyware that could damage your device.
    2. To the maximum extent permitted by law, we:
      1. do not provide any guarantee or warranty or make any representation with respect to the Website except as expressly set out in this agreement;
      2. do not warrant or represent that completing the Program will provide you with any certification formally recognised by any particular government body or guarantee your qualification for any vocational position;
      3. disclaim, and you agree to release us, our officers, personnel and associated entities from, all liability for any Claim or Loss howsoever arising (including by our negligence) directly or indirectly in connection with the Website.
    3. Where our liability under this agreement cannot be fully disclaimed, our liability for any loss or damage you suffer as a result of the Website (howsoever caused, including by our negligence), is capped at the total Program Fee paid by you.
    4. The cap in clause 14.3 applies to any single or cumulative claims by you, and you agree that we may plead this limitation of liability in defence to any claims you may bring against us for any such loss or damage.
    5. This agreement does not purport to limit any non-waivable rights that you may be entitled to by law. Where such non-waivable rights apply, and where permitted by law, we limit our maximum liability, at our option, to the supply of the goods or services (as relevant) again or the payment of the cost of having the goods or services supplied again. This limitation only applies to guarantees under the Competition and Consumer Act 2010 (Cth) of Australia.
  15. Indemnities
    1. You indemnify and hold us, our officers and personnel harmless from and against any Claim or Loss which we suffer or incur arising directly or indirectly out of, or in connection with any breach of this agreement by you or any unlawful act or omission committed by you in the course of using the Website.
    2. The indemnity given by you in clause 15.1 is limited to the extent that any grossly negligent act or omission by us caused or contributed to the Claim or Loss arising.
  16. Changes to these Terms and Conditions
    1. Sometimes we may change these Terms and Conditions without notice to you (except where clause 16.2 applies). You should regularly review these Terms and Conditions to keep up to date with the latest changes as they will apply to your continued use of the Website.
    2. If you have an Account, we will endeavour to notify you in advance of any changes to these Terms and Conditions which we believe may materially impact your use of the Program. If we make any changes to the Program Fees these changes will not apply with respect to the Program already purchased prior to the effective date of the changes.
  17. Let’s stay in touch
    1. If you need to get in touch with us, including if you have any notice to provide to us under this agreement, or queries, concerns or a dispute to raise:
      1. email enquiries@foodmattersinstitute.com;
      2. use our Contact Us page; or
      3. use the Live Chat Support feature of our Website. 
      4. we will always do our best to resolve any complaints. In the event that you have a concern or complaint, please contact us first at enquiries@foodmattersinsitute.com and we will do our best to address your concern. In the instance that a complaint cannot be resolved by our team first, you can engage with a third party mediator.
    2. If we need to provide you with any notice under this agreement or otherwise get in touch with you, we will do so via the contact details you provide us with, such as when creating your Account or reaching out to our support team.
  18. Linking to us
    1. You must not create a link to the FM Website on another website without our consent.
    2. Please contact us via the email address in clause 17.1 above to request consent if you would like to place a link to the FM Website on your page.
  19. Copyright
    1. We take copyright protection very seriously. If you believe your work has been reproduced or distributed in a way that constitutes copyright infringement or if you are aware of any infringing material available through our Website please notify us via our Contact Us page.
    2. We do not accept unsolicited materials or ideas for content - please do not send them to us. Because we do not read unsolicited materials we need to protect ourselves in case we come up with an idea that is similar to yours on our own. Accordingly, should you send any unsolicited materials or ideas, you do so with the understanding that no consideration of any sort will be provided to you, and you are waiving any Claim against us regarding the use of such materials and ideas, even if we implement an idea or material that is substantially similar to what you submitted to us.
  20. General
    1. Relationship between the parties

      Nothing in this agreement will constitute the parties as employer and employee, agent and principal, partners or otherwise.

    2. Entire agreement

      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).

    3. Consent

      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.

    4. Survival

      Clauses 9.5, 9.6, 9.7, 15, 20 and 21 survive termination of this agreement.

    5. No waiver

      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.

    6. Cumulative rights

      The rights, powers, authorities, discretions and remedies of a party under this agreement do not exclude any other right, power, authority, discretion or remedy.

    7. Severability

      If any provision of this agreement is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:

      1. where the offending provision can be read down so as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;
      2. where the offending provision cannot be read down then that provision must be severed from the agreement in which event, the remaining provisions of this agreement operate as if the severed provision had not been included; and
      3. the legality, validity or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction is not affected,

      but only to the extent that is consistent with giving substantial effect to the intentions of the parties under this agreement.

    8. Governing law and jurisdiction

      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.

    9. Assignment by you

      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.

    10. Assignment by us

      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.

    11. Sub-Contracting

      We may, from time to time, sub-contract any part of our obligations under this agreement to third parties at our own expense.

  21. Definitions and interpretation
    1. Definitions

      In this agreement, the following definitions will apply:

      Defined TermDefinition
      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 Content means:
      1. the Website;
      2. any data which provides descriptive, technical, statistical and other metadata type, non-Personal Information regarding the use of your Account; and
      3. any other software, information or materials in any form, developed, created or provided by us in the course of providing the Website (except to the extent any open source or third party owned software is incorporated);
      including all Intellectual Property Rights therein.
      FM Website means our website accessible via https://www.foodmattersinstitute.com/ as amended from time to time.
      Intellectual Property Rights means:
      1. all present and future industrial, intellectual or proprietary rights conferred by statute, at common law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including all forms of copyright, patents, trademarks, algorithms, designs, trade secrets, inventions, discoveries, know-how, confidential information, plant varieties and circuit layouts, including any modifications, adaptations and improvements thereto; and
      2. all statutory and common law rights including the right to sue for damages and other remedies against third parties for infringement or misuse of the related intellectual property, whether or not the infringement or misuse took place before the date of this agreement and retain all amounts recovered in any action (whether as to damages, or following an account of profits or on any other basis) obtained as a result of any such action.
      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.
      Moral Rights means:
      1. the right of integrity of authorship;
      2. the right of attribution of authorship; and
      3. the right not to have authorship falsely attributed,
      4. including those rights as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world whether existing before, on or after the commencement of this document.
      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. 
      Privacy Policy means our privacy policy as amended from time to time, accessible via the FM Website.
      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.
    2. Interpretation

      In this agreement, unless the context otherwise requires:

      1. words denoting any gender include all genders;
      2. headings are for convenience only and do not affect interpretation;
      3. the singular includes the plural and vice versa;
      4. any schedule or annexure attached to this agreement forms part of it;
      5. a reference to a party includes its legal personal representatives, successors and permitted assigns;
      6. except where specified otherwise herein or within the FM Website when creating an Account, a reference to an amount means that amount in US dollars
      7. a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
      8. a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
      9. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar inclusive expressions; and
      10. a reference to this agreement means this agreement and includes any variation or replacement of this agreement.

Last updated – 27th September 2021