​

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent. When we say we, us, or our, we mean Food for Future Org Ltd (ACN 685 549 811).

​

Some capitalised words in these terms and conditions (Terms) have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

​

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Suppliers and Buyers, unless we state otherwise.

​

For questions about these Terms, or to get in touch with us, please email: info@foodforfuture.org.

 

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

• our privacy policy (on our website) which sets out how we will handle your personal information;

• clause 15 (Liability) which sets out exclusions and limitations to our liability under these Terms; and

• clause 18.8 (Updates to Terms), which sets out how we may amend these Terms.

 

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

 

1. Services

1.1Our Platform facilitates charitable giving by connecting users who wish to donate goods (Suppliers) with users who wish to make charitable contributions (Buyers), for the purpose of making donations to registered charities through a digital coin-based system that converts transactions into charitable giving opportunities.

1.2Subject to your compliance with these Terms, we will provide you with access to the Services and a right to use our Platform (which may be suspended or revoked in accordance with these Terms). Unless set out on the Platform, this right cannot be passed on or transferred to any other person.

1.3We only provide our Services and are not a party to any transaction between Suppliers and Buyers.

1. Account

2.1Both Suppliers and Buyers must sign up for an Account in order to use our Platform.

2.2While you have an Account with us, you agree to:

1. keep your information up-to-date (and ensure it remains true, accurate and complete);

2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.3If you close your Account, you will lose access to the Services.

1. Platform Summary

3.1Our Platform facilitates charitable giving by connecting Suppliers and Buyers for the purposes of offering and purchasing goods (Offer) from which the proceeds will be donated to charity through the Platform. 

3.2Suppliers may create Listings on our Platform detailing their Offer. By posting a Listing, Suppliers:

1. confirm that they are legally entitled to and capable of supplying the  goods described in the Listing;

2. warrant that all information in their Listing is accurate, complete and up to date;

3. agree to include all terms and conditions in the relevant Listing; and

4. must comply with all laws applicable to the goods offered in the Listing.

3.3Buyers may browse existing Listings, interact with Suppliers through our Platform and purchase Goods, with the proceeds being converted to Coins on the Platform.

3.4A binding Charitable Transaction between Suppliers and Buyers is formed when:

1. Buyers accept a Listing by making payment and agreeing to terms through our Platform; and

2. Suppliers confirm acceptance of the order and supply the goods in the Listing to the Buyer.

3.5Upon completion of a Charitable Transaction Buyers and Suppliers each receive the Coins equivalent to 50% of the Charitable Transaction value through their Account. Charitable Transactions are completed when the Buyer makes payment of the Offer Price, and the goods in the Listing are collected.

3.6We do not endorse or approve, and are not responsible for, any Supplier goods or details of any Listings. We may, at any time (at our sole discretion and without any Liability), remove any Listings, including where we consider the goods or a Listing:

1. is illegal or offensive; and/or

2. contains graphic, inappropriate or unlawful content.

3.7We do not own, control or manage any donated goods that Suppliers make available on the Platform, nor do we prepare, produce, pack, or handle the donated goods. We do not endorse or approve, and are not responsible for, any donated goods or the details of any Listings (including the ingredients, allergens, quality, condition or safety of goods contained in donated goods, whether new, used or second-hand). If you have any questions about donated goods, you should contact the Supplier directly using the contact information set out on the Platform.

3.8Suppliers are responsible for providing Buyers with information regarding any ingredients, allergens, condition, quality and other relevant information as well as the actual items included in donated goods. It is the Buyer's and the Supplier's responsibility to confirm whether any allergens are present in donated goods, the condition and safety of second-hand or used items, and if the Buyer has any concerns regarding donated goods, the Buyer should contact the Supplier prior to participating in a Charitable Transaction, or prior to collection of the donated goods.

3.9Upon termination of these Terms:

(a)for Suppliers, their existing Listings will be removed and any purchased goods not yet provided will be cancelled (and Buyers will be refunded accordingly);

(b)for Buyers, their purchased Listings not yet provided will be refunded; and

(c)any remaining Coins on your Account will be donated to a Charity in our discretion.

1. Collection of Goods

   1. Suppliers and Buyers are solely responsible for coordinating the collection of donated goods that are subject to a Charitable Transaction.

   2. We do not facilitate, arrange or participate in the physical collection of donated goods between Suppliers and Buyers.

   3. Any arrangements for collection timing, location and method are matters to be agreed directly between Suppliers and Buyers.

   4. We are not responsible for any issues, disputes, delays or problems arising from the collection of goods part of a Charitable Transaction, including but not limited to:

      1. failure to collect goods;

      2. damage to or loss of goods during collection;

      3. disputes over collection times, locations or methods; or

      4. any personal injury or property damage occurring during collection.

2. Cancellations, Refunds and Disputes between Suppliers and Buyers

5.1Subject to clause 3.7, the cancellation and refund of any amounts paid in respect of a Charitable Transaction are strictly a matter between Suppliers and Buyers. The terms and conditions of a Listing must clearly set out whether refunds or cancellations are permitted.

5.2We encourage Suppliers and Buyers to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Suppliers and Buyers may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Suppliers and Buyers.

5.3To the maximum extent permitted by law, where Coins have been converted to Plates and donated to a Charity, Suppliers acknowledge and agree that:

(a)these amounts are not refundable by us; and

(b)Suppliers indemnify us against any claims, demands, losses, costs or expenses arising from or in connection with any refund claims relating to the Charitable Transaction and such donated amounts.

5.4This clause 5 will survive the termination or expiry of these Terms.

1. Coins and Donations

   1. Account holders will accrue Coins through participation in Charitable Transactions as set out in clause 3.5.

   2. Once Account holders have accrued the minimum number of Coins specified on our Platform, those Coins can be converted into Plates.

   3. Account holders must select a Charity listed on our Platform to donate the Plates within 3 months of conversion from Coins to Plates.

   4. If an Account holder fails to select a Charity within the 3-month period specified in clause 6.3, we will select a Charity in our sole discretion and donate the Plates.

   5. Upon direction from an Account holder (or our selection under clause 6.4), we will donate the monetary value represented by the Plates to the selected Charity. For the abundance of clarity, you acknowledge, agree and authorise the monetary value of the Plates to be donated to the nominated Charity.

   6. Following receipt from the relevant Charity, we will provide copies of the invoices received from the selected Charity and provide it to the Account holder for their records.

   7. To the maximum extent permitted by law, all charitable donations made through our Platform are final and cannot be refunded or redirected once processed.

2. Payments

7.1You must pay all amounts due to us under these Terms in accordance with these Terms or as set out on our Platform (as applicable).

7.2We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

1. If any fees due to us under these Terms or as a result of your use of our Platform are not paid on time, we may:

1. suspend your access to our Services (including access to our Platform); and

2. charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

7.4You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

1. Payment Collection Services

8.1Where Suppliers use our Platform to make an Offer and the Listing is accepted by Buyers who use the Platform to make a payment in respect of the Listing, Suppliers and Buyers each acknowledge and agree that:

(a)Suppliers each hereby appoint us as their limited payment collection agent to collect payment of the Offer Price from Buyers on their behalf, and to invoice Buyers on their behalf;

(b)Suppliers authorise us to refund 50% of the value of any Charitable Transaction to the Buyer to permit the Buyer to donate the funds to a Charity using the Platform;

(c)Suppliers authorise us to hold the remaining 50% of any Charitable Transaction value until such time that the Supplier directs us to donate the funds to a Charity in accordance with clause 6.3, or for up to 3 months after which we may donate the funds to a Charity in our discretion in accordance with clause 6.4;

(d)Buyers appoint us as their limited payment collection agent to collect payment of any refund from the Supplier on their behalf, and to hold the refunded amount until such time that the Buyer authorises the money to be donated to a Charity in accordance with clause 6.3, or for up to 3 months after which we may donate the funds to a Charity in our discretion in accordance with clause 6.4. We are only authorised to hold these funds for the purposes of making a donation, and not for the purposes of cancellation of a Charitable Transaction;

(e)Buyers must pay the Offer Price via the Platform;

(f)we will receive the Offer Price through our payment processor as limited payment collection agent for Suppliers, which will be held separately from our operational funds;

(g)we will raise an invoice or receipt on behalf of Suppliers and issue these to Buyers;

(h)the payment by Buyers of the Offer Price to us in our capacity as the Suppliers' limited payment collection agent will constitute the payment by Buyers to Suppliers for the donated goods set out in the Listing;

(i)for the avoidance of doubt, it is Suppliers, and not us, who will provide the goods to Buyers, and that the payment of the Offer Price by Buyers to us does not constitute Buyers paying us to provide the goods; and

(j)where applicable, any invoice generated by the Platform will have the details belonging to Suppliers (and not us and/or the Platform) listed as the entity making the "taxable supply" (as that term is defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) to Buyers.

8.2Coins will only be allocated to Suppliers (and Buyers) where Buyers have made payment of the full Offer Price

8.3All amounts held by us as limited payment collection agent will ultimately be donated to Charities selected by Account holders (or by us in accordance with clause 6.3). We do not retain any portion of these charitable contributions for our own benefit.

1. Reviews

9.1Suppliers and Buyers may review their experiences with each other on our Platform (Review). We may remove Suppliers and Buyers from our Platform (in our sole discretion) who receive a high number of negative Reviews.

9.2You agree to provide true, fair and accurate information in your Review. If we consider that your Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.

9.3You may only write a Review about your own experience. You must not write a Review about another person’s experience.

1. If you have been offered an incentive (such as a gift, reward, discount or payment) for leaving a Review, you should include information about this in your Review.

9.5You must not disclose any Personal Information in your Review.

1. Confidential Information

10.1You may come across confidential information of other users during the use of our Services. You agree to:

1. keep all confidential information strictly confidential;

2. use confidential information solely for Platform transactions; and

3. not disclose confidential information without permission or as required by law.

10.2We commit to protecting users' confidential information and will only use it for the purpose of supplying our Services.

10.3This clause does not apply to information that is or becomes publicly available through no fault of the receiving party; is required to be disclosed by law, regulation, or court order; is rightfully received from a third party without a duty of confidentiality; is independently developed by the receiving party without use of confidential information; or is approved for release by written authorization of the disclosing party.

10.4These obligations survive the termination or expiry of these Terms or any Platform transaction.

1. Personal Information

11.1We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws. As set out in our privacy policy, we may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Suppliers and Buyers ~, and vice versa, so that they can connect and transact.

11.2You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

11.3Suppliers and Buyers must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.

11.4Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

11.5This clause will survive the termination or expiry of these Terms.

1. Intellectual Property

12.1We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

12.2We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

12.3We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform (including uploading a Listing), you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

1. supply our Services to you and otherwise perform our obligations under these Terms;

2. diagnose problems with our Services; and

3. perform analytics and improve, develop and protect our Platform.

12.4You must ensure you hold all intellectual property rights in Your Data or information you share or upload to the Platform (including in a Listing) and you must not commit any intellectual property breach in connection with these Terms.

12.5This clause will survive the termination or expiry of these Terms.

1. Acceptable Use and Prohibited Conduct

13.1You must not:

1. access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability; 

2. use the Services for inappropriate, unethical, unreasonable or illegal reasons;

3. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform; 

4. introduce any viruses or other malicious software code into our Platform; 

5. attempt to access any data or log into any server or account that you are not expressly authorised to access; 

6. use our Platform to send unsolicited electronic messages;

7. use data mining, robots, scraping or other data gathering and extraction tools on our Platform; or

8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

13.2If you breach clause 13.1, we can suspend your access to the Platform or terminate these Terms in accordance with clause 17.

1. Consumer Law Rights

14.1In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

14.2If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

14.3Buyers may have Consumer Law Rights owed to them by Suppliers in respect of Listings made by Suppliers.

1. Liability

15.1To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with: 

1. any aspect of the interactions between Suppliers and Buyers, including in relation to any Offers and Listings;

2. your failure to comply with any app store requirements of Apple Inc. or the Google Play Store;

3. any use of our Services by a person or entity other than you or your personnel;

4. any other user’s breach of the Confidential Information, Personal Information and/or Intellectual Property provisions of these Terms; and

5. disruptions or downtime caused or contributed to by third parties.

15.2Where you engage third parties to operate alongside our Platform (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise in writing.

15.3Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law: 

1. neither we or you are liable for any Consequential Loss;

2. a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

3. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000. 

15.4This clause will survive the termination or expiry of these Terms.

1. Notice Regarding Apple

16.1To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.

16.2Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

16.3If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

16.4Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

16.5Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

1. You agree to comply with any applicable third-party terms when using our mobile application.

16.7Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

16.8You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

1. Suspension and Termination

17.1We may suspend your access to our Services where:

(a)we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform);

(b)we reasonably believe that you have breached these Terms; and/or

(c)you fail to comply with any acceptable use or participation rules we have on the Platform.

If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

17.2We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

(a)you fail to pay any amounts payable to us under these Terms when they are due;

(b)you breach clause 13.1;

(c)you (or as authorised under these Terms, your personnel) breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(d)you (or as authorised under these Terms, your personnel) breach these Terms and that breach cannot be remedied; or

(e)you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

17.3You may immediately terminate these Terms:

(a)in accordance with clause 18.8;

(b)if we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(c)if we breach these Terms and that breach cannot be remedied

17.4You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 18.6), and termination will take effect immediately.

1. Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements;

17.6Termination of these Terms will not affect any other rights or liabilities that we or you may have. 

17.7This clause will survive the termination or expiry of these Terms.

1. General

18.1Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

18.2Disputes with Every Plate: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a)where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b)where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

18.3Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

18.4Governing law: These Terms are governed by the laws of Sydney and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

18.5Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, contractor relationship or employment relationship between us and you.

18.6Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

18.7Service Availability: We strive to make the Services available but do not guarantee 100% uptime. The Services may be disrupted due to scheduled or emergency maintenance, or issues with third-party providers upon which the Services rely.

18.8Updates to Terms: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment you may stop using our Platform, or if you have an Account then you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation .

1. Definitions

19.1In these Terms:

Account means an account accessible to the individual or entity who signed up to our Services.

Coins means the digital units allocated to Account holders representing the money paid during Charitable Transactions, held by us as limited payment collection agent, which can be converted to Plates in accordance with these Terms.

Charitable Transaction is a transaction between Supplier and Buyer for purchase of the donated goods described in the Offer Listing.

Charity (or Charities) means a registered charitable organisation listed on our Platform that is eligible to receive donations of Plates.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Listing means a description of an offer created by Suppliers on our Platform, which includes details of the goods they want to donate,  terms and conditions of collection and purchase of the goods, and the applicable price.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Plates means the charitable giving units that Coins can be converted into, which Account holders can direct to be donated to selected Charities.

Platform means our cloud-based platform that we provide you with access to as part of the Services.

Services means access to the Platform we provide to you, but do not include support services or any other additional services unless we agree otherwise in writing with you.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services (including any Listing) or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.