AgWe Platform Terms and Conditions

Welcome to AgWe! We provide a platform which allows sustainable farmers (Farmers) to build a profile setting out their sustainability credentials and which allow food merchants, for example fruit and vegetable vendors, cafes and restaurants (Merchants) to view and keep up to date with the latest offerings from Farmers. 

We are excited to have you on-board! But first, there are some terms and conditions that we need to cover to make sure we’re all on the same page.

This online platform (Platform) is operated by AgWe Pty Ltd ACN 643 176 283 (we, our or us).  It is available via our website located at: www.agwe.com.au and may be available through other addresses or channels.

Acceptance

You accept these terms and conditions, including any policies, codes of conduct or other terms set out on the Platform (Terms), by ticking a box to indicate your acceptance. 

Signing up to our Platform

We provide our Platform to you, as the user of the Platform and these terms and conditions apply to you as a Farmer or as a Merchant, depending on the type of subscription you select.

We do not provide a facility for Merchants and Farmers to contract through our Platform. Any interaction between Merchants and Farmers is off-Platform and we are not party to any arrangements between Merchants and Farmers.

Merchants

As a Merchant, you can view all content on the Platform without needing to subscribe. However, if you wish to receive notifications and updates about Farmers and their products and services, via our mailing list (Mailing List), you will need to subscribe to the particular Farmer’s page. Once you are on our Mailing List, we will send you regular email updates including information, offers and marketing relating to the Farmers who you have chosen to follow. You may unsubscribe at any time by using the unsubscribe facility on any of our emails.

Farmers

We set out on the Platform the details of our Platform and the various services we offer to you, including the ability to create a profile on the Platform, professional farm photography and videography services, annual soil tests and our AGWe Farmer’s Badge (our Services). When you sign up for an account as a Farmer (Account), you must subscribe to our Services by purchasing a membership plan based on the membership tiers that we offer as set out on the Platform (Membership Plan) for a specified membership period, such as one month or one year, displayed at the time of purchase (Membership Period).

To create your Account, we will need you to provide basic information such as your name, email address, phone number, name and details of the farm and what the farm produces. You will then be required to enter your credit card details and to pay any upfront fee indicated for your Membership Plan.

If you have chosen a package with a soil test, we or our Personnel will arrange a mutually agreeable time to visit your farm to conduct the test.

In order to certify your sustainability credentials, we may need additional information from you such as the past year’s the financial statements and electricity bill for your business for the past year.

Based on the information you provide to us and our analysis of your soil and other information, we will calculate your AgWe score. 

With all the information you have provided and the AgWe score, we will create a profile for you on the Platform (Farmer Profile), which will be viewable by all users, including the general public. Prior to your Farmer Profile going live, you must pay the Membership Fee, as set out in the Membership Fees clause below. 

We need you to provide accurate, current and complete information during the registration process and update the information to keep it accurate, current and complete. If you make a change to your farming practices for example, you must notify us and we will update your Farmer Profile and your AgWe score accordingly.

Please note, you are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. To help protect your Account, if you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.

While we want our Platform to be inclusive, there may be instances where we need to refuse an Account. Therefore, at our sole discretion, we may refuse to allow any person to register or create an Account or be an authorised user.

Creating a Farmer Profile

As part of the Services, we will create a Farmer Profile for you. You will choose details to be included in your profile during the sign-up process and you are responsible for any and all of the information and materials you choose to provide to us to be included in your Farmer Profile. 

Publicity: We want to help promote you, your Farmer Profile and products and services. As part of our promotional initiatives, you agree that your Farmer Profile or part thereof, may be featured on any of our pages, such as our homepage, at any time. However, unless agreed with you otherwise, we do not guarantee that your Farmer Profile or any part thereof, will be featured on any of our pages, including our homepage and we do not accept any Liability for the display of your Farmer Profile or the means of display of your Farmer Profile on any of our pages, including our homepage. 

You understand and agree that any information and materials you make available via your Farmer Profile, including the names of any persons, will be accessible to the general public including as part of any relevant search engine search.

Soil test (applicable to Farmers only)

Where your Membership Plan includes a soil test, you agreed to provide us with sufficient access to the farm and other facilities at the farm, to enable us to provide the soil test (including at the dates and times that we have agreed with you) free from harm or risk to health and safety.

Photography and videography Services (applicable to Farmers only)

Where your Membership Plan includes photography or videography services, you agreed to provide us with sufficient access to the filming location and other facilities at the filming location, to enable us to provide our Services (including at the dates and times that we have agreed with you) free from harm or risk to health and safety.

We grant you a non-exclusive, revocable, non-sublicensable and non-transferable right and licence, to use the photographs and videos we provide to you under these Terms (Creative Work), solely for the promotional purposes for which they were developed, as contemplated by these Terms. This may include use of the Creative Work on your Farmer Profile, social media, websites, online shops, web advertisements, online commercials, brochures, flyers, menus, apps, posters or fold ups. You cannot edit or modify any of the Creative Work. 

AgWe Badges

Where we include an AgWe Badge on a Farmer Profile, you acknowledge that our verification has been based on information provided to us by the relevant Farmer. The verification is also only based on a recent soil test with a small sample size. Any AgWe Badge is not a recommendation from us that you should purchase from or do business with that Farmer. You should do your own research before entering into a business relationship with a Farmer. If you are a Farmer, you must seek and receive our written approval to use the AgWe Badge on products you sell. 

Membership Fees (applicable to Farmers only)

The price for each Membership Plan will be displayed at the time of purchase (Membership Fee). You must pay the Membership Fee in advance of each Membership Period and we may require you to pay an upfront fee in advance (depending on the Membership Plan you choose). Currently, Membership Fees are the same for each Membership Plan, however upfront fees differ for each Membership Plan. 

We may change your Membership Fee at any time by giving at least 30 days’ notice to you. If you do not agree to the change to the Membership Fee, you may cancel your membership to our Services in accordance with the termination clause below.

Autorenewal

Your Membership Plan will automatically renew at the end of each Membership Period for a further Membership Period, unless you cancel your Membership Plan. You may cancel your Membership Plan through your Account on the Platform at any time prior to your renewal date. If you do not cancel before the next billing cycle we will automatically renew your membership and your nominated payment card/account will be charged for the next Membership Period.

Cancellation of your auto-renewal will only be effective at the end of the current Membership Period and you will continue to have access to our Services until the end of the relevant Membership Period.  No pro-rata refunds will be provided if you cancel during a Membership Period.

Upgrades and downgrades

If you wish to upgrade your Membership tier, you will be able to access your new Membership immediately. If you upgrade during your current Membership Period, any new or increased upfront fee will be applied and you will be charged this amount immediately upon upgrade. Please contact us to benefit from any of our Services in your new Membership Plan.

If you wish to downgrade your Membership, the downgrade will take effect at the end of your current Membership Period and no refunds will be provided, including refunds of any upfront fee. 

Overdue payments

If any payment is not made in accordance with these Terms, we will notify you via email and we will attempt to process the payment again in 24 hours. If the second attempt to process the payment is unsuccessful, we will notify you via email and we will attempt to process the payment again in 3 days. If the third payment is unsuccessful, we will notify you via email that access to your Farmer Profile and our Services will no longer be available (please refer to our ‘termination and data policy’ below for more detail) and your Account and these Terms will terminate (please refer to the ‘after termination’ section below). 

What you cannot do on our Platform 

You agree to not do, or attempt to do, anything that is unlawful; anything prohibited by any laws which apply to our Platform or which apply to you or your use of our Platform; anything which we would consider inappropriate; or anything which might bring us or our Platform into disrepute, including:

1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights; 
2. using our Platform to defame, discriminate against, harass, abuse, threaten, menace or offend any person; 
3. interfering with any user using our Platform;
4. tampering with or modifying our Platform; 
5. knowingly transmitting viruses or other disabling features, or damaging or interfering with our Platform, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform; 
6. anything that might violate any local, state, national or other law or regulation or any order of a court, including privacy regulations; 
7. as a Farmer, offering any goods or services that you do not intend to honour or cannot provide; 
8. using our Platform to send spam; or 
9. facilitating or assisting a third party to do any of the above acts.

Our Intellectual Property Rights

We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms.  All other uses are prohibited without our prior written consent.

Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all of the information and materials available on it or in connection with it (including any Farmer Profile) (Content). Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.

You must not, without the prior written consent of ourselves or the owner of the Content (as applicable):

1. copy or use, in whole or in part, any Content; 
2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party (with the exception of sharing the Content on social media using an appropriate attribution of ourselves or the owner of the Content (as applicable) and a direct link to the Platform); or 
3. breach any intellectual property rights connected with our Platform or any Content, including by: 

1. altering or modifying any of the Content;  
2. causing any of the Content to be framed or embedded in another website; or  
3. creating derivative works from the Content.

Farmer Content (applicable to Farmers only)

As a Farmer, you may provide to us relevant information and content, including a description of your farm, your produce and your services, photographs, videos and links to third party sites such as your social media pages (Farmer Content) to be place in your Farmer Profile on our Platform.  By providing any Farmer Content to us or making available any Farmer Content on or through our Platform, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use the Farmer Content, with the right to use, view, copy, and modify such Farmer Content on, through, or by means of our Platform. For clarification, you own the intellectual property rights in Farmer Content, and we own the intellectual property rights in Creative Work. 

You agree that you are solely responsible for all Farmer Content that you make available on or through our Platform. You represent and warrant that (1) you are either the sole and exclusive owner of all Farmer Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such Farmer Content as contemplated by these Terms; and (2) neither the Farmer Content nor the posting, uploading, publication, submission or transmission of the Farmer Content or our use of the Farmer Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve and are not responsible for any Farmer Content. We may, at any time at our sole discretion, remove any Farmer Content if we believe that Farmer Content breaches these Terms, breaches any law, is offensive, abusive, infringes any third party rights, or is otherwise not in accordance with the spirit of our Platform.

Third party sites: Our Platform may contain links to websites operated by third parties, such as Facebook, Instagram and Twitter.  Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites.  You should make your own investigations with respect to the suitability of those websites.  

Consumer Guarantees

Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights).

Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL.  

Liability 

Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) caused or contributed to by, arising from or connected with:

1. your acts or omissions; 
2. any use or application of the Platform by a person other than you, or other than as reasonably contemplated by these Terms; 
3. any works, services, goods, materials or items which do not form part of the Platform, or which have not been provided by us; 
4. any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform; 
5. the Platform being unavailable, or any delay in us providing our services to you, for whatever reason; 
6. any event outside of our reasonable control (whether known or unknown at the time if entering into these Terms);
7. any AgWe Badges; or 
8. where you are a Merchant, any contractual arrangements you enter into with Farmers or any interactions or communications you have with Farmers.

This clause will survive the termination or expiry of these Terms.

Limitations on Liability 

Despite anything to the contrary, to the maximum extent permitted by law and whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, (1) our maximum aggregate Liability arising from or in connection with these Terms will be limited to us resupplying our Services to you or, in our sole discretion, to us repaying you the amount of the Membership Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if no Membership Fees have been paid by you to $100; and (2) we will not be liable to you for indirect, consequential or special loss, including any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data.

This clause will survive the termination or expiry of these Terms.

Warranties and Indemnities

You represent, warrant and agree that:

1. you have full legal capacity, right, authority and power to enter into these Terms and to perform your obligations under these Terms; and 
2. these Terms constitute a legal, valid and binding agreement, enforceable in accordance with their terms.

You acknowledge and agree that:

1. you use the Platform or our services at your own risk; and 
2. the provision of the Platform or our services may be contingent on, or impacted by, third parties, suppliers, social media providers or subcontractors (Third Party Inputs), and despite anything to the contrary, the maximum extent permitted by law, we will not be responsible and will have no Liability for any default or breach of these Terms or any law to the extent such default or breach was caused or contributed to by any Third Party Inputs.

You agree that, to the maximum extent permitted by law, these Terms exclude all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in these Terms.

Indemnity: To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered by us arising from any breach of these Terms by you, any breach of any third party rights by you or any breach of any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

This clause will survive the termination or expiry of these Terms.

Privacy Collection Notice

It is important to us that you feel comfortable with the handling of your personal information. We care about keeping you informed about the collection and use of your personal information and we understand that protecting your personal information is important. The following collection notice describes how we collect and manage your personal information.

We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

We may disclose that information to third party service providers who help us deliver our services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, third party payment processors and our business partners) or as required by law. If you do not provide this information we may not be able to provide you with access to our Platform.  In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia. 

Our Privacy Policy contains further information about:

1. how we store and use your personal information; 
2. how you can access and seek correction of your personal information; 
3. how you can make a privacy-related complaint; and 
4. our complaint handling process. 

By providing personal information to us, you understand we will collect, hold, use and disclose your personal information in accordance with our Privacy Policy. 

Termination

Your termination

As a Merchant, you may unsubscribe from our Mailing List and terminate these Terms at any time by using the unsubscribe link on any of our emails and these Terms will immediately terminate. 

As a Farmer, you may terminate your Membership, your Account and terminate these Terms at any time by sending us an email to the address at the end of these Terms and your Membership, your Account and these Terms will terminate on your next payment date. 

As a Farmer, you may notify us that you wish to terminate your Membership as a result of us changing these Terms or our Services in a way that has a detrimental effect on you. If you do so, the termination will be effective as of the date you notify us of termination, and you will receive a pro-rata refund for any amount already paid to us in respect of any period after that date.

Our termination

We may also terminate your Account and these Terms without cause by giving you 7 days’ notice. If we do so, we will provide you a pro-rata refund of any Membership Fees paid in advance by you in connection with the unused portion of the Services. 

Termination for breach

We may suspend your Account or terminate your Account and these Terms immediately if you are in breach of these Terms (including for non-payment of our Membership Fees), any applicable laws, regulations or third-party rights. To the maximum extent permitted by law, no refunds will be made upon termination by us in accordance with this clause.

You may terminate your Account and these Terms immediately if we are in material breach of these Terms and you provide notice to us of this material breach and within 14 days of receiving such notice from you, we have not remedied the material breach. Where you terminate in accordance with this clause, we will provide you a pro-rata refund of any Membership Fees paid in advance by you in connection with the unused portion of the Services.

After termination 

On expiry or termination of your Account and these Terms:

1. we will stop providing the Platform and any Services to you; 
2. you must immediately cease using the Platform and any Services; and 
3. we will handle your data in accordance with our termination and data policy below.

Termination and data policy (applicable to Farmers only)

On termination of these Terms, your Farmer Profile will no longer be publicly accessible. We will store your Farmer Profile and Creative Work for a period of time after termination (generally 3 months) and they may therefore be accessible to you if you restart your Account. However, we cannot guarantee that your Farmer Profile or Creative Work will be accessible in the future and we reserve the right to delete your Creative Work after termination.

General

Our Services: We may provide our Services to you using our Personnel (meaning our employees, consultants, suppliers, subcontractors or agents).

Competitors: You are prohibited from using our Platform, including the Content, in any way that competes with our business.  If you breach this term, we will hold you responsible for Liability we suffer, and hold you accountable for any profits that you may make from non-permitted use. 

Consents: You agree that you are responsible for obtaining, and providing to us if necessary, any access, consents, licences, approvals and permissions from other parties necessary for our Services to be provided, at your cost and that you will cooperate with us, and provide us with all documentation, information, instructions and access necessary to enable us to provide our Services, as requested by us, from time to time, and in a timely manner.

Disclaimer: The Content is not comprehensive and is for general information purposes only.  It does not consider your specific needs, objectives or circumstances, and is not advice.  While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty regarding it, to the extent permitted by law. The Content is subject to change without notice. However, we do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date. 

Variation: We may modify these Terms from time to time by providing 30 days’ notice to you by email. On expiration of such notice period for such modification, you will be deemed to agree to the modified terms. As a Farmer, if you do not agree to the modifications, you must terminate your Account and these Terms. In the event that you have paid for an Annual Membership and we modify these Terms and this modification has a material adverse impact on you, you may terminate your Account and these Terms and we will provide a pro-rata refund to you for any Membership Fees paid in advance by you in connection with the unused portion of the Services. 

Assignment: You may not assign, transfer or delegate your rights and obligations under the Terms without our prior written consent. We may without restriction assign, transfer or delegate our rights and obligations under these Terms with 30 days’ prior notice to you.

Severance: The provisions of these Terms are severable and if any provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Disputes: In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith.  All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Jurisdiction: Your use of our Platform and these Terms are governed by the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts. 

For any questions and notices, please contact us at:

AgWe Pty Ltd ACN 643 176 283 

Email: will@agwe.com.au

Last update: 28 October 2020

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