Definitions
In this Agreement unless the context requires otherwise:
"Account" means your account on the Online System protected by password and username
which will be opened for you on registration;
"Account Holder" means a member of the School community who has created an account to
enable that person to utilise the Online System.
"Fee" "Fee" means the charge for each Order per day charged by SS for providing the
Online System.
"Goods" means food, beverages or any other item supplied by the Supplier as listed
online
"Intellectual Property" means all trademarks or names and service marks (whether or not
registered) registered designs, design rights, copyrights, website domain names, email addresses,
telephone and facsimile numbers, sales database, the right to apply for and applications for any of the
preceding items, together with the rights in inventions, processes, software, know-how, trade or
business secrets, confidential information or any process or other similar right or asset capable of
protection enjoyed, owned, used by or licensed to SS.
"Online System" means an online ordering website developed and owned by SS for the
provision of Goods to Recipients in Schools.
"Order" means a request made through the Online System to supply Goods to a Recipient on
a particular day and Orders means a request made through the Online System to supply Goods to more than
1 Recipient on a particular day or to supply Goods to the same Recipient on different days.
"Prescribed Time" means the time by which you must place an Order as outlined on the
Menu or as notified to you from time to time.
"Recipient" means the person nominated by you for whom the Order is for.
"Sale Price" means the prices for the Goods in Australian Dollars which will include
GST.
"Schedule" means the schedule forming part of this Agreement.
"School" means a school which has agreed to adopt the Online System which you have
nominated when you registered as an Account Holder.
"Supplier" means the supplier nominated by SS to supply the Goods to the School.
"SS"means Smart School Pty Ltd ACN 161 276 624 of PO Box 19/13 Princeton St, Kenmore QLD
4069.
"You" means the Account Holder.
The parties agree as follows:
- Agreement and your account
- Subject to your School being registered SS grants you the non-transferrable licence to
participate in the Online System.
- You must ensure that all information provided to SS is correct and update it if any
detail
changes.
- You may purchase Goods from a Supplier using the Online System. An Account will be
opened
for you.
- Orders must be placed by the Prescribed Time. An Order is deemed to be placed by the
Prescribed Time if payment has been made and you have received an electronic
confirmation
from SS by email or SMS.
- SS will send your Order to the Supplier whose responsibility it is to prepare the Orders
and
deliver them to the School at the time agreed between the Supplier and the School.
- SS encourage the Supplier to offer nutritious Goods but you acknowledge that SS will not
be
responsible for any representations made by the Supplier in respect to the Goods.
- Fees and charges
- When you place an Order the charge for the Goods and the Fees will be debited to your
Account.
- You are responsible for paying the total Sale Price plus Fees for all Orders you submit
on
the Online System.
- You agree by using the Online System that SS may change the Fees which may vary from
time
to time.
- You are also responsible for paying all taxes including GST on any Order which will be
included in the Sale Price.
- Any bank fees incurred by SS regarding your Account will be charged to you and SS may
recover these costs by reducing your Account balance or obtaining payment from you via
your
credit card or otherwise.
- Dispute with supplier
- You agree to first raise any complaint regarding the Supplier with the Supplier who may
provide you with a refund or replacement.
- If the Supplier fails to address your complaint to your satisfaction, SS may at its
discretion provide you with a credit by way of compensation.
- You acknowledge that the Supplier is responsible for the supply of the Goods and that SS
is
not liable for any claims in relation to their quality, merchantability or fitness for
purpose or delivery.
- If you have a dispute with the Supplier you release SS from all claims, demands in any
way
connected with that dispute.
- Privacy
- SS may utilise the information provided by you to enable
SS
and the Supplier to perform the services outlined in this Agreement, to notify you of
changes to services, changes to conditions, and related market research.
- You are responsible for keeping your Account details including your username and
password confidential.
- You must immediately report any unauthorised use of your Account to SS.
- In the event that SS transfer or in any way assigns or disposes of its interest
in
the Online System, SS reserves the right to transfer its user database together
with
all personal and non-personal information which may include your details
supplied to
SS to the party acquiring an interest in SS or the Online System.
- Closure of account and termination
- SS will close your Account:
- on receiving a written request from you.
- if you have not accessed the Online System for a period of 12 months; and
- if SS wishes to terminate this Agreement.
- SS may terminate your licence and this Agreement at any time and remove your access to the Online System for any reason which may include if you breach the provisions of this Agreement.
- On termination of this Agreement or closure of your account:
- You must cease using the Online System.
- Your access to the Online System will be removed; and
- Any outstanding balance in your account less any Fee will be credited back to your credit card or nominated bank account. If SS does not have your current credit card or nominated bank account details then SS will post a cheque to your last known address. If this cheque is not banked within 6 months then any balance in your account will be forfeited to SS.
- Liability
- You agree and acknowledge:
- SS is not liable to you if the Online System is offline or not working properly.
- Unless required by law, SS is not liable for any loss or damage arising out of
the
terms and conditions of this Agreement or the breach of them by SS or the
Supplier
or any other third party
- SS provides the Online System to the Supplier and is in no way connected with
or
responsible for the content of Menus, pricing, packaging, delivery, food
description
ingredients or any other matter relating to the provision of the Goods or their
delivery.
- If SS has breached a law which it cannot contract out
of,
you agree that the extent
of any liability of SS to you is limited to:
- replacing or repairing the Goods
- paying the replacement or repair cost of the Goods to you.
- reimbursing any Fee paid by you.
- Indemnity
- You indemnify and agree to keep SS indemnified against any loss suffered by SS as a
result
of your breach of the terms and conditions of this Agreement including all costs and
expenses.
- Assignment
- You may not assign or transfer your Account to any other party without SS's prior
written
consent.
- SS can assign or transfer all right title and interest in this Agreement and the Online
System to any third party that acquires SS's business.
- Variation
- SS may vary the terms of this Agreement but must first give you notice of any changes or
amendments.
- Governing Law
- This Agreement is governed by, and is to be construed in accordance with, the law of
Australia and where applicable the laws of the State in Australia where the School is
located and the parties submit to the nonexclusive jurisdiction of the courts of that
State.
