Terms & Conditions
1. Services
1.1 SSOL will provide the Services to the School during the Term.
1.2 The School acknowledges that the provision of the Services is not exclusive and that SSOL may provide the Services to other schools and businesses.
1.3 If the School’s shop is owned and/or operated by an independent party (“P&C Shop(s)Provider”), the School will enter into an agreement with the P&C Shop(s)Provider for the purposes of giving full effect to this Agreement or, if required by SSOL, procure the P&C Shop(s)Provider to enter into an appropriate agreement between SSOL, the School and the P&C Shop(s)Provider to give better effect to this Agreement.
2. Mark-Up and Payment
2.1 All payments effected by a User for an Item will be held or processed by SSOL.
2.2 Subject to clause 2.33, SSOL will account to the School for the daily proceeds of on-line orders, once the orders have been fulfilled, in accordance with the Payment Manner.
2.3 SSOL may deduct from any payment to be made to the School, the SSOL Fee Payment for the transaction.
2.4 SSOL is not liable to the School for any delay the School experiences in relation to receiving payment outside the control of SSOL, or any fees or charges charged by the School’s financial or banking institution.
2.5 All sums payable under this Agreement are in Australian currency.
3. Obligations of SSOL
3.1 SSOL will:
(a) follow and uphold the School’s values;
(b) comply with all privacy laws;
(c) not proactively market to Users, unless authorised by the School to do so on its behalf;
(d) provide the School access to the Reports at the Access Time;
(e) expeditiously deal with a User (which may include referring the User to the School) regarding a query, complaint or dispute relating to the Website;
(f) notify the School of the query, complaint or dispute relating to a P&C Shop(s) Item;
(g) supply the School and its employees with appropriate and a soft copy training guide in the use of the Website and the Reports;
(h) supply the School, by agreement, with promotional material about SSOL and the Website, with the view to be included in school communications to Users;
(i) provide the School from time to time with current information regarding the use, operation, modification, enhancement of or and other technical information relating to the Services;
(j) liaise with the School from time to time as may be appropriate to improve the Services;
(k) after receiving reasonable notice from the School, allow the School or its representative to enter upon the SSOL’s premises to inspect the business records of SSOL pertaining to orders and purchases by Users, and to have those records audited;
(l) co-operate and do all things necessary to enable the School or its representative to access such records; and
(m) promptly pay any shortfall in payment to the School, if any audit discloses that SSOL’s records are not in order and are inaccurate, to the extent that SSOL’s payments to the School are or have been in error.
4. Obligations of the Organisation
4.1 The Organisation must:
(a) provide SSOL its bank account details for the purposes of paying the Organisation for purchased Items;
(b) provide SSOL with the Content, including:
(i) P&C Shop(s)Item names and prices;
(ii) any special instruction of dietary requirements; and
(iii) any other information necessary, including nutritional information on the P&C Shop(s)Items;
(c) ensure that its Content:
(i) accurately describes the P&C Shop(s)Items (including image and description of the P&C Shop(s)Item) as necessary;
(ii) is not false, misleading or deceptive;
(iii) only contains P&C Shop(s)Items it intends to sell;
(iv) does not contain P&C Shop(s)Items that are illegal, unsafe, prohibited, stolen, fraudulent or unsuitable to sell; and
(v) does not violate any applicable law, statute or regulation.
(d) ensure it has at all times, internet access and sufficient email storage to access and download the Reports;
(e) ensure the correct orders are supplied to the relevant student;
(f) expeditiously deal with a query, complaint or dispute relating to a P&C Shop(s)Item;
(g) provide an electronic version of and hereby authorises SSOL to use the Organisation’s name, logos and banners for the purposes of hosting the Content on the Website;
(h) provide SSOL with contact details of the Organisation’s co-ordinator and the Organisation’s IT support staff; and
(i) provide the P&C Shop(s)co-ordinator or relevant person access to the Website, email and printing facilities at the Access Time, for the purposes of obtaining the Reports from SSOL.
5. Acknowledgement
The Organisation acknowledges and accepts:
(a) that in order to improve the ordering and purchasing process, supplier interfaces or, if required, to provide reports on overall dietary habits of students to Government, some information relating to the Services may be disclosed to third parties. SSOL warrants that individual information on a User or student will not be disclosed except in accordance with SSOL’s privacy policy; and
(b) that while SSOL may offer the Organisation and Users practical nutritional advice and dietary recommendations (“Guidelines”) that are available from creditable public sources, SSOL will not be responsible for any results or non-results from Users or students using or misusing the Guidelines.
6. Advertising
6.1 SSOL may permit third parties to advertise on the Website.
6.2 Revenue (if any) obtained as a result of any advertising referred to in clause 6.1 will be for the sole benefit of SSOL.
7. Stock Orders
7.1 SSOL may supply the Organisation with access to facilitate stock orders by the Organisation, via the Website, from third party suppliers.
7.2 The Organisation acknowledges that SSOL is not involved in the actual ordering of stock and subsequent sale transaction between the Organisation and a supplier, and that SSOL does not guarantee that a supplier will complete a transaction with the Organisation.
7.3 SSOL is not liable to the Organisation for any delay, non-delivery or lack of quality the Organisation experiences in ordering stock via the Website.
8. Content
8.1 The Organisation is solely responsible for all Content.
8.2 Most content can be managed by the Organisation but the Organisation may request SSOL to make minor amendments or updates to the Content free of charge. Any significant amendments or updates to the Content (including for the purposes of increasing prices) will incur an Update Fee every time an amendment or update is made.
8.3 SSOL reserves the right, without prior notice, to delay, amend, remove or refuse to upload Content at any time for any conduct it, in its sole discretion, considers:
(a) violates, or may violate this Agreement; or
(b) is harmful to SSOL’s interests or the interests of others.
9. Technical and Operational Limitations
9.1 SSOL will take all reasonable measures required to maintain the integrity of the Website and prevent intrusion by unauthorised third parties. The Organisation acknowledges that such measures cannot be considered to provide a guaranteed security breach prevention solution.
9.2 SSOL is not liable to the Organisation for:
(a) any delay, impairment, interruption or fault in the Organisation accessing the Website to download Reports; and
(b) events or circumstances reasonably beyond SSOL’s control.
10. Intellectual Property Rights
10.1 SSOL acquires no property in the Content provided by the Organisation.
10.2 The Organisation acknowledges that all intellectual property rights (including know-how gleaned by the Organisation) in relation to the on-line ordering system developed by SSOL remains the property of SSOL.
10.3 Both during and after the Term, the Organisation must not use, supply or seek to develop with know-how acquired, by itself or in conjunction with other parties, a web based on-line ordering system the same as or similar to SSOL’s web based on-line ordering system.
10.4 If the Organisation requests any modification, change, variation or any additional feature to the Website (collectively “Change”), the Organisation agrees that it will pay SSOL’s costs of that Change. The intellectual property rights in respect of any Change will be the property of, and vest in, SSOL.
11. Indemnity
11.1 Subject to the provisions of this Agreement, each party shall at all times indemnify, hold harmless and defend the other (“Indemnified Party”) from and against any loss or liability reasonably incurred or suffered by the Indemnified Party arising from any suit, action or proceeding by any person against the indemnified Party where the loss or liability was caused by any wilful, unlawful or negligent act or omission of the other party, its employees, agents or subcontractors in connection with this Agreement.
11.2 A party’s liability to indemnify those indemnified under this clause 11 shall be reduced proportionately to the extent that any act or omission of those indemnified contributed to the loss.
12. Limitation of Liability
12.1 The total aggregate liability of SSOL for all loss or damage in respect of all claims arising out of or in relation to this Agreement whether arising out of tort (including negligence), contract, equity or otherwise shall be limited to the aggregate payments received by SSOL under the Agreement during the 12 month period preceding the date of the claim.
12.2 SSOL will not be liable or responsible to the Organisation for any type of incident, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under contract, tort, strict liability or otherwise.
13. Warranties
13.1 Except as provided in this Agreement, and to the maximum extent permitted by law, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied by legislation, the common law, equity, trade, custom or usage or otherwise relating to the provision of the Services are hereby expressly excluded.
13.2 If a warranty or condition implied by law is not effectively excluded by clause 13.1, SSOL’s liability to the Organisation in respect of any breach of that warranty or condition is limited, at SSOL’s election, either to the resupply of the Service to the Organisation or the cost of resupply of the Service to the Organisation.
14. Termination
14.1 This Agreement:
(a) may be terminated at any time by either party by giving at least 60 days written notice to the other party or by mutual agreement;
(b) may be terminated by a non-defaulting party without liability if the other party commits a material breach of the terms of this Agreement and fails to cure the breach within 14 days of written notice from the non-defaulting party describing the breach in reasonable detail;
(c) may be terminated by the Organisation if SSOL comes under any form of insolvency administration;
(d) may be terminated by SSOL without liability if SSOL is threatened with a legal claim for copyright or patent infringement related to the provision of the Services and is unable to modify the Services in a way that avoids an ongoing risk of liability.
14.2 Each party will not be entitled to exercise any rights and remedies upon the default of the other party (whether at common law, in equity or pursuant to this Agreement) if that default is caused by any event beyond the reasonable control of the defaulting party and includes an event due to acts of war or terrorism, natural disasters or other events that happen independently of human intervention or omission.
15. Rights and Obligations on Termination
15.1 Termination of this Agreement will not release or discharge either party from any debt, obligation or liability which has accrued and remains to be performed by each party as at the date of such termination or which is intended by this Agreement to survive termination.
15.2 Without limiting clause 15.1, on termination of this Agreement:
(a) SSOL will remove the Content from the Website;
(b) each party must return to the other all tangible records of Confidential Information of the other party; and
(c) SSOL must pay any amounts payable by SSOL to the Organisation under this Agreement, not later than 7 days after the date of termination.
16. Dispute Resolution
If any dispute, controversy or claim arises (including a breach or an alleged breach) under this Agreement which is not resolved at an operational level or which is sufficiently serious that it cannot be resolved at the operational level, a party concerned about the problem may notify the other. Management representatives of each of the parties will then endeavour in good faith to agree upon a resolution.
17. Confidentiality
17.1 Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, any of the other party’s Confidential Information and will not disclose the other party’s Confidential Information, except:
(a) to employees, agents, contractors or advisers requiring the information for the purposes of this Agreement;
(b) with the consent of the other party;
(c) if required to do so by law or a stock exchange; or
(d) as strictly required in connection with legal proceedings relating to this Agreement.
17.2 Each party agrees:
(a) that the Confidential Information of a party remains the property of that party;
(b) to keep the terms of this Agreement confidential; and
(c) that all Confidential information it supplies to the other is supplied in strict confidence and is to be used solely by the recipient for the purpose of carrying out its respective obligations under this Agreement.
18. General
18.1 Assignment
The Organisation cannot assign its interest in this Agreement without SSOL’s prior written consent.
18.2 Applicable Law
This Agreement is governed by the laws of Queensland.
18.3 Goods and Services Tax
If GST is imposed on any supply under this Agreement, unless the supply is expressed to be GST inclusive, the Organisation must pay SSOL the amount of GST imposed at the same time and in addition to the amount specified in this Agreement. If the amount of GST paid by the Organisation to SSOL in relation to a supply under this Agreement differs for any reason from the amount of GST paid or payable to the Commissioner of Taxation by SSOL in relation to the supply, the difference must be paid to the Organisation or by SSOL to the Organisation as the case may be, and SSOL must provide the Organisation with an adjustment note in this respect within 14 days.
18.4 Counterparts
This Agreement may be signed in counterparts, and all of the counterparts together constitute the same document.
18.5 Entire Agreement
This Agreement constitutes the full and complete understanding between the parties with respect to the subject matter of this Agreement.
18.6 Further Assurances
Each party must do everything assign all documents reasonably necessary or desirable to give full effect to this Agreement.
18.7 Waiver and Variation
A provision of or a right created under this Agreement may not be:
(a) waived except in writing signed by the party granting the waiver; or
(b) varied except in writing signed by the parties.
18.8 Notices
A notice, approval, consent, instruction or other communication in connection with this Agreement:
(a) must be in writing;
(b) must be marked for the attention of the other party as specified in the Agreement Details; and
(c) must be left at the address of the addressee, or sent by prepaid ordinary post (airmail if posted to or from a place outside Australia) to the street address of the addressee or sent by facsimile to the facsimile to the facsimile number of the addressee or by email to the email address of the addressee which is specified in the Agreement Details or if the addressee notifies another street address or facsimile number or email address, then to that street address, facsimile number or email address.
18.9 No agency or partnership
Nothing in this Agreement constitutes either party as the agent, partner or joint venturer of the other.
18.10 Severance
If any provision of this Agreement offends any law applicable to it and is as a consequence illegal, invalid or unenforceable then:
(a) where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
(b) in any case the offending provision must be severed from this Agreement in which event the remaining provisions of the Agreement operate as if the severed provision had not been included.
19. Definitions and Interpretation
19.1 Terms described in the left hand column of the Agreement Details have the same meaning in these terms and conditions.
19.2 Other terms used in these terms and conditions have the following meaning:
“Agreement” means, collectively, the Agreement Details, and these terms and conditions.
“Agreement Details” means the details set out at the first page of this Agreement.
“Confidential Information” means, in relation to a party, information that:
(a) is by its nature confidential;
(b) is designated by a party as confidential; or
(c) the other party knows or ought to know is confidential.
“Report” or “Reports” means reports SSOL provides the Organisation access to each operating day, including:
(a) orders by Users for that day;
(b) individual transaction history; and
(c) resultant remuneration for the preceding week.
19.3 Reference to “person” includes a natural person, partnership, trust, body corporate or other legal entity.