Terms and Conditions
These Terms and Conditions comprise a legal agreement ("Agreement") between you (either an individual or a single entity) ("You" or "Your") and the MINISTER FOR AGRICULTURE, FOOD AND FISHERIES (acting through the South Australian Research and Development Institute) (ABN 53 763 159 658) a body corporate pursuant to the Administrative Arrangements Act 1994 (South Australia) of Entrance 2b, Hartley Grove, Urrbrae SA 5064 (“SARDI”) in relation to Your access to and use of the "Orchard Carbon Calculator" offered by SARDI via its website at www.orchardcarbontool.com.au ("Website").
You must read these Terms and Conditions prior to accessing or using the Website.
1. ACCESS TO THE WEBSITE
1.1 Subject to the terms and conditions of this document, SARDI grants to You a non-exclusive licence to access the Website.
1.2 You are permitted to:
1.3 You are not permitted to:
2. CONFIDENTIALITY AND PRIVACY
2.1 You must:
2.2 You are permitted to disclose the Information:
2.3 You are liable for any breach of these Terms and Conditions by any of your Representatives.
2.4 Subject to 2.4 (a) and (b), SARDI will not disclose any information entered into the Website in a non-aggregated manner traceable to individual users of the Website.
3.1 You shall be solely responsible for the use, supervision, management and control of the Information accessed on the Website. You must ensure that the Information is protected at all times from any form of unauthorised access, use or disclosure.
3.2 You must (and must ensure that all Representatives will), at the written request of SARDI, return to SARDI, or destroy to the satisfaction of SARDI, all Information and all copies made of those materials. Upon request, You must provide written confirmation that no hard copies or electronic copies of the Information have been retained.
3.3 You must (and must ensure that its Representatives will), take all reasonable steps to avoid unauthorised access to the Website, including by ensuring that all computers are either disconnected from the Website or locked before being left unattended. You must notify SARDI immediately if you become aware of, or have any reason to believe, that there is any unauthorized use of your User ID or any other breach of security.
3.4 SARDI reserves the right to suspend access or change access to your account or the account of any Representative upon notification by You that any password has been lost, stolen or otherwise compromised.
4.1 You acknowledge that:
4.2 You acknowledge and accept that any person accessing the Website leaves an auditable trail, including the date, time and duration of access and the Information accessed. SARDI reserves the right to conduct audits in relation to access to the Website from time to time.
5. RELEASE AND INDEMNITY
5.1 You unconditionally release SARDI from any liability, claims, infringements, demands or damages of any kind arising out of or in connection with any use of or access to the Website by You or use of Information available through the Website.
5.2 You hereby indemnify SARDI in respect of any loss, damage, costs or expenses suffered by You or a third party as a result of Your use of the Website or any Information accessed through the Website under your User ID.
5.3 You hereby indemnify SARDI in respect of any loss, damage, costs or expenses suffered or incurred by SARDI (including reasonable legal costs for investigating or defending any claim) related to or arising from your breach of these Terms and Conditions or as a result of any unauthorised acts, fraud, wilful default, dishonesty or negligence of You or any of your Representatives.
6. LIMITATION OF LIABILITY
6.1 To the fullest extent permitted by law, SARDI disclaims all liability (including any indirect, special, incidental or consequential damage or loss) suffered or incurred by any person, whether directly or indirectly by reason of any use or misuse of, or reliance upon, the Website, or any of the information on the Website being inaccurate, incomplete, incorrect or misleading or deceptive.
6.2 To the maximum extent permitted by law, all terms, conditions and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage are expressly excluded from these Terms and Conditions.
6.3 If You become entitled to obtain any legal remedy for breach of these Terms and Conditions then that remedy will be limited to the right:
6.4 SARDI will not be liable to You for any indirect, special, economic or consequential loss or damage or loss of revenue, profits, goodwill, bargain or opportunities or loss or corruption of data or loss of anticipated savings incurred or suffered by You, whether caused by a breach by SARDI, negligence on the part of SARDI or any of its representatives and whether SARDI was aware or should have been aware of the possibility of such loss or damage.
7.1 Any notice given by any of the parties shall be served on the other party in writing by personal delivery, pre-paid recorded delivery or facsimile transmission or such subsequent addresses as may be notified by the parties to each other.
7.2 Any such notices shall be deemed to be effectively served as follows:
7.3 A party may change its address for the purpose of service of notices by giving notice of that change to each other party pursuant to clause 7.1.
8. DISPUTE RESOLUTON
8.1 Unless provided otherwise in these Terms and Conditions, if a party has any dispute in relation to these Terms and Conditions ("Dispute") that party must, before resorting to external dispute resolution mechanisms (except for urgent interlocutory relief), notify the other party in writing setting out the reasons for the Dispute.
8.2 Where a notice has been given under clause 10.1, the parties will attempt to resolve the Dispute by good faith negotiations within ten (10) Business Days of the date of the receipt of the Dispute. If the Dispute has not been resolved between the parties within ten (10) Business Days of the commencement of the mediation process, the parties are free to pursue any other rights or remedies available to it.
8.3 Nothing in this clause 10 operates to prevent a party from seeking urgent interlocutory relief.
9.1 These Terms and Conditions are governed by the laws of South Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State.
9.2 These Terms and Conditions may be amended by SARDI at any time, such amendments to take effect ten (10) Business Days after posting of the amendments on the Website.
9.3 You must not assign or transfer any of SARDI's rights or obligations under these Terms and Conditions without the prior written consent of SARDI. SARDI may assign or transfer its rights or obligations under these Terms and Conditions at any time without obtaining Your consent.
9.4 Each party must do everything necessary or reasonably required by another party to give full effect to the purposes, and transactions contemplated by, these Terms and Conditions.
9.5 The relationship between the parties is and will remain that of independent contractors, and nothing in these Terms and Conditions constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.
9.6 No waiver by a party of any breach or default by any other party is effective unless reduced to writing and signed by the party making such waiver, and any such waiver does not constitute a waiver of any other continuing breach or default under these Terms and Conditions.
9.7 These Terms and Conditions contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by these Terms and Conditions and had no further effect.
9.8 If any provision of these Terms and Conditions is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
10. DEFINITIONS AND INTERPRETATION
10.1 In these Terms and Conditions:
10.2 In these Terms and Conditions unless the contrary intention appears: