REFSS Terms & Conditions

Icon Global Link Terms and Conditions (Terms)

PLEASE READ THESE TERMS AND OUR PRIVACY POLICY CAREFULLY.

BY EXECUTING THE ORDER (OR CLICKING “I AGREE” WHEN REGISTERING FOR THE SERVICES), OR ACCESSING OR USING THE SERVICES OR EQUIPMENT, YOU AGREE TO BE BOUND BY THESE TERMS, AND THE TERMS OF OUR PRIVACY POLICY.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR ANY TERMS OF OUR PRIVACY POLICY, YOU MUST NOT USE THE SERVICES OR EQUIPMENT.

ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF AN ORGANISATION OR OTHER LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS.

1. Definitions

1.1. Equipment means any hardware or accessories that we provide to you, as identified in an Order.

1.2. Order means a document issued by us to you (including electronically, and regardless what it is named) that identifies the Services and/or Equipment that we will provide to you (or any changes to existing Services or Equipment), as well as the commercial terms on which we will provide them (including the type of Services, period of time of subscription, the fees and payment terms).

1.3. Services means any services that we provide to you, including Software Services (including 'REFSS Software as a Service' Services and/or access to any of our Software Applications, including the REFSS Apple and Android mobile applications), or training, as specified in the Order.

1.4. Service Level Agreement means the Software Services Service Level Agreement located at the end of these Terms.

1.5. Subscription Term means the period that we will provide any Software Services to you, as specified in the Order

1.6. User means anyone that accesses or uses the Services or Equipment (including your officers, employees, contractors and agents).

1.7. We (or IGL) means Icon Global Link Pty Ltd (ACN 093 302 400) of Ground Floor, Suite 2/801 Glenferrie Rd, Hawthorn VIC 3122.

1.8. You (or Customer) means the entity that subscribes to the Services or purchases Equipment, as identified in the Order or the account registration.

2. Agreement

2.1. These Terms, together with the Order, and our Privacy Policy (located at www.iglink.com.au) (collectively Agreement) govern our provision to you, and your use of, the Services and Equipment

2.2. You accept this Agreement when you provide your written or electronic signature on an Order or these Terms, you communicate to us orally or electronically that you accept (including by clicking any “I Accept” button for online purchases or account registration or changes), or you otherwise access or use any Services or Equipment.

2.3. You represent and warrant that you are 18 years of age or over, and are authorised to enter into this Agreement on behalf of yourself and/or the entity that you purport to represent, and you agree your registration data is current, complete, and accurate.

3. Term

3.1. This Agreement shall commence on the earlier of the date that you first create an account or access or use the Services, and shall continue until terminated in accordance with these Terms (Term).

4. Services

4.1. Subject to your acceptance of, and compliance with, this Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to use the Services for the Term solely for your own internal business purposes, and solely for the purpose that the Services are intended to be used for (as marketed by us).

4.2. We will use reasonable endeavours to provide the Services to you in accordance with this Agreement, the applicable Service Level Agreement and the Order.

4.3. You must provide us with all relevant and accurate information and materials as and when reasonably required by us so that we may fulfil our obligations under this Agreement. You acknowledge that a delay or failure in fulfilling your obligations under this Agreement may affect our ability to provide the Services, and we will not be liable for any delay in delivering, failure to deliver, or fault in, any Service or Equipment to the extent that the delay, failure or fault is caused by your act or omission (or that of any User).

4.4. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Services and Equipment and all charges related to the same.

4.5. We are not liable for providing any training on use of the Services except to the extent expressly stated in the Order.

4.6. Except to the extent otherwise expressly permitted by this Agreement you must not, and must ensure that your personnel and Users do not:

(a) access the Services by any means other than through the interface provided by us, or circumvent any technological measures contained in the Service or our website that are designed to prevent unauthorised use or access to any part of that Service or our websites;

(b) copy, modify, create derivative works based on, access, use, sell, distribute, sublicence, broadcast, or commercially exploit any of IGL’s intellectual property rights (Our IP), or reverse engineer, decompile, disassemble, or attempt to derive the source code of, or otherwise tamper with, any part of the Service or our website (or any associated software);

(c) interfere with or disrupt the software or systems used to host the Service or our website, other equipment or networks connected to the Service or our website, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or our website;

(d) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any of Our IP;

(e) introduce any virus or other disabling feature into the Service or our website or the system of any Service or website user; or

(f) use the Service in a way that may violate any law or regulation or any intellectual property rights, privacy, publicity, or any other rights of others, or in a way that could cause harm to us, other users, or third parties, or attempt to do any act prohibited under this clause, or directly or indirectly assist or permit anyone else to do any act prohibited under this clause.

5. Registration and credentials

5.1. To use the Services you will need to register for an account. You agree to maintain and promptly update your registration information so that it remains current, complete and accurate.

5.2. You are responsible for maintaining the confidentiality of passwords associated with your account, and you are solely responsible and liable for all activities that occur under your account (whether authorised or not). You shall not permit a set of login credentials to be used by more than one User. You must immediately notify us of any unauthorised use of your account or password.

6. Equipment

6.1. If you purchase Equipment from us, we will use reasonable endeavours to deliver that Equipment to you, at the delivery address specified in the Order by the delivery date specified on the Order (if any). Risk in the Equipment passes to you at the time of delivery.

6.2. You acknowledge that we are not liable to provide any Equipment installation or training services except to the extent expressly stated in the Order.

6.3. Title in Equipment will pass to you on the date that it has been paid for by you in full (and until such date, you hold that Equipment as the fiduciary agent and bailee of IGL).

7. Fees

7.1. The fees payable by you for the Services and/or the Equipment will be as specified in the Order, or if not so specified, as notified to you by us, or as specified on our website (Fees).

7.2. Payment terms are specified in the Order, or if not so specified, Fees for Software Services are invoiced by us annually in advance, and for Equipment, on or about the delivery date. You agree to pay invoices within 30 days of the date of the invoice (subject to clause 7.5).

7.3. You agree that we may issue you with electronic invoices, and, if applicable, back-bill you for Services actually used, but not previously invoiced.

7.4. You must review invoices in a timely manner. To dispute an invoice, you must comply with the dispute resolution provisions in clause 16, and submit your dispute, in writing, within 15 days after the date on the invoice. You must pay any undisputed portion while your dispute is investigated. If you do not dispute any invoiced charge within 15 days of the date of that invoice, you are deemed to have accepted the charge and must pay that charge in accordance with the payment terms.

7.5. If you do not pay any undisputed Fee on time, we may suspend, terminate or delete your account and/or your access to the Services or Equipment until such Fee is paid, and take action to recover unpaid fees and you agree to pay us on demand all of our costs of taking such recovery action (including all collection and legal costs, including on a solicitor-client basis).

7.6. Unless otherwise specified (including in an Order), all Fees exclude taxes. Taxes (such as GST) will be payable by you if applicable. If you are exempt from any applicable taxes, you will provide evidence reasonably satisfactory to us of your tax-exempt status and, after receipt of such evidence, we will not charge you any taxes from which you are exempt. If it is determined that payments due under this Agreement are subject to withholding taxes, you shall notify us prior to deducting any such taxes. You shall: (a) only withhold amounts required under law; (b) make timely payment to the proper taxing authority of such withheld amount; and (c) provide us with proof of such payment within 30 days following that payment.

8. Subscription Term

8.1. Software/Application-related Services are ‘Subscription Services’.

8.2. The Subscription Term for Subscription Services is specified in the Order.

8.3. Unless otherwise stated in an Order, the Subscription Term (and your payment obligations) will automatically renew at the end of each Subscription Term (for further periods that are the same length of time as the original Subscription Term), unless either you or us cancel your Subscription Service by notice in writing at least 30 days before the end of the current Subscription Term (in which case it will end on the last day of the current Subscription Term).

8.4. You acknowledge and agree that by subscribing to a Subscription Service, you are committing to receive the Services (and pay for the Services) for a minimum period of time of the Subscription Term, and if you terminate the Subscription Services during a Subscription Term (other than for our unremedied breach) or we terminate the Subscription Services during a Subscription Term for cause, you are liable to pay us the Fees for that Subscription Service for the full Subscription Term (and any Fees paid by you in advance for that Subscription Term will not be refunded).

9. Changes

9.1. Subject to this Agreement, we may at any time modify: (a) any part of the Agreement; (b) any part of the Services (including by removing or creating new features); (c) the SLA, or (d) our Fees (Changes).

9.2. We will provide you with at least 30 days’ advance notice for material adverse Changes. Such notice may be provided by posting a notice on our website (or through the REFFS system), or by sending a message to the email address associated with your account (and it is your responsibility to keep this up to date).

9.3. Subject to the 30 day advance notice requirement with respect to material adverse Changes, the Change will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any Change, you agree to be bound by the Change. It is your responsibility to check our website regularly for Changes to this Agreement. We last modified this Agreement on the date listed at the top of this Agreement.

9.4. If the Change is a material adverse Change, and you do not wish to accept it, then you may terminate the affected Services by giving us at least 30 days’ written notice.

9.5. You acknowledge and agree that, unless otherwise mutually agreed with us in writing, a material adverse Change is only one that: (a) substantially reduces the availability or functionality of a Service for you; or (ii) results in a Fee increase for that Service of more than 10% since the last Fee increase (to the extent not due to a percentage increase in the relevant Consumer Price Index).

9.6. If you do not provide us with such termination notice within 30 days of us notifying you of the Change, and you continue to use the Services after that date, you are deemed to have accepted the Change.

9.7. If the Change consists of a new feature that users must pay for, we will agree payment for this feature with you prior to you being permitted to use the feature.

10. Temporary suspension.

10.1. We may suspend your or any User’s right to access or use any portion of the Service immediately upon notice to you if we determine that: (a) your or a User’s use of the Service: (i) poses a security risk to the Service or any third party; (ii) could adversely impact our systems, the Service or the systems or content of any other customer; (iii) could subject us, our affiliates, or any third party to liability; or (iv) could be fraudulent; (b) you are, or any User is, in breach of this Agreement (including any payment obligation); or (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

10.2. If we suspend your right to access or use any portion of the Service, you remain responsible for all fees and charges you incur during the period of suspension.

11. Termination

11.1. Either party may terminate this Agreement (and/or any applicable Services) for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.

11.2. We may also terminate this Agreement (and/or any applicable Services) immediately upon notice to you: (a) for cause if we have the right to suspend under clause 10; (b) if our relationship with a third-party partner who provides software or other technology or Content we use to provide the Service expires, terminates or requires us to change the way we provide the software or other technology as part of the Services; or (c) in order to comply with the law or requests of governmental entities.

11.3. On the effective date of termination, all of your rights to access and use the Services immediately terminate. For any use of the Services after the effective date of termination, the terms of this Agreement will apply and you will pay the applicable Fees for such use.

11.4. Clauses 7, 12, 14, 15, 16 and 17 (including your obligation to pay us any amounts owing for goods and services provided prior to and after termination) survive expiry or termination of this Agreement.

12. Intellectual property rights

12.1. IP:Your You own all right, title and interest in all data submitted by you into the Service (collectively, Customer Data). You hereby grant us a non-exclusive, royalty-free, sub-licensable, worldwide licence:

(a) during the Term to collect and use the Customer Data for the purpose of providing you with the Services; and

(b) on a perpetual basis to use de-identified Customer Data for any purpose.

You agree that we may share Customer Data with any person or entity that you have requested we share Customer Data with or have otherwise agreed that we may share Customer Data with (for example, you have “opted in” through the REFSS SaaS Service that another entity may access a “view” of your portal dashboard).

12.2. Our IP : We (or our licensors) own and retain all right, title, and interest (including all intellectual property rights) in and to the Services, our website(s), and all text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code including on the Services or website, including the “look and feel”, layout, design, structure, colour scheme, selection, combination and arrangement of the Services and our website.

12.3. You grant us a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into our products and services any feedback or suggestions for enhancements, developments or new products or services that you or a user provides to us, without any obligation of compensation.

13. Third-party links and supplementary terms

13.1. The Service may contain links to third party applications or websites that are not owned or controlled by us. We are not affiliated with those applications or websites, have no control over those applications or websites, and assume no responsibility for the content, privacy policies, or practices of any third party applications or websites. By using the Services, you expressly release us from any and all liability arising from your use of any third party applications and/or websites.

14. Privacy

14.1. Our Privacy Policy governs our collection, use, storage and disclosure of your personal information. Please read this policy carefully, because your creation of an account or access or use the Services or Site signifies your acceptance of this policy.

15. Liability

15.1. You acknowledge and agree that the Services, and all content made available through the Services or generated by the Services (collectively, Content), is provided as guidance only, and you are advised to seek specific and local advice for your own compliance needs. IGL gives no warranty or guarantee that any Content is accurate, complete, or fit for purpose, and you should make your own enquiries before acting or relying on any such Content.

15.2. IGL is not the creator of certain Content made available to you through the Services (including Food Safety Content, the ‘Food & Grocery Retail Food Safety Manual Template’, the Food Safety and Trade Measurement content and the Food and Grocery Retail Operations content) (3P Content). The 3P Content is provided to IGL by a third party, and IGL does not check or verify the 3P Content in any way. That third party is responsible for ensuring that the 3P Content is accurate, complete, current and compliant with applicable laws, and you agree that IGL will not be liable for any losses or claims arising out of or related to 3P Content.

15.3. You expressly agree that use of the Services, Content and Equipment, including any and all decisions made by you based on such use or outputs, is at your own risk.

15.4. You acknowledge that your ability to use the Services and Equipment may depend on third party factors, including power supply, telecommunication, satellite and Internet providers and weather events, and that the Services and/or Equipment may not function if (without limitation) power is lost, if there is a disruption in telecommunication, satellite or Internet connection, if the network is congested, or if coverage is affected by radio interference, atmospheric conditions, geographic factors or weather events (amongst other things).

15.5. The Service (including all Content) and Equipment is provided on an “as-is” and “as-available” basis, and to the maximum extent permitted by law:

(a) we disclaim all warranties relating to the Services, Content, Equipment, our websites, and any information or data obtained as a result of your use of the Service, including warranties of accuracy, completeness, currency, acceptable quality, availability, conformity with description, non-infringement of third party rights, and fitness for a particular purpose. Without limitation, we do not warrant that the service or our websites will be uninterrupted or error-free, or that your use of the service or equipment or content will ensure your compliance with laws;

(b) any warranty, condition or guarantee that would be implied into this Agreement by legislation is excluded;

(c) we will not be liable for any indirect, punitive, incidental, special or consequential loss or damage of any kind, or loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss or damage resulting from wasted management time, or loss of or damage to reputation or goodwill; and

(d) to the extent that our liability is not otherwise limited or excluded above, our total aggregate liability for all losses and claims arising out of or in connection with this Agreement (including any Service or Equipment), including liability for breach, in negligence or in tort or for any other common law or statutory action, will not exceed, in aggregate, the Fees paid by you under this Agreement for Software Services in the first 12 months (excluding any amounts for installation, commissioning, development, customisation, or Equipment). The existence of more than one claim will not increase this limit.

15.6. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy (or similar) conferred on you by applicable law (including Australian consumer law legislation) that cannot be excluded, restricted or modified by agreement.

15.7. You acknowledge and agree that we do not control the transfer of data, including but not limited to Customer Data, over telecommunications facilities, including the Internet, and we do not warrant secure operation of the Services or our websites or that such security technologies will be able to prevent third party disruptions of the Services or our websites.

15.8. We will not be liable for delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including (without limitation), acts of God, earthquakes, fires, floods, tsunamis, storms or other elements of nature, electric or power outages, utilities or other telecommunications failures, labour disputes or other industrial disturbances, embargoes, riots, acts or orders of government, war, acts of terrorism, or pandemics.

16. Dispute resolution

16.1. A dispute is any claim or disagreement related in any way to the Services, Equipment or the Agreement, including (without limitation) relating to Fees, or Service or Equipment quality, including if the dispute arises after termination (Dispute).

16.2. The parties may not commence litigation or arbitration in relation to a Dispute until the parties have made reasonable efforts to resolve the Dispute by negotiation using senior members of their personnel, and if the Dispute is not resolved within 60 days of the date of the first dispute notice, by mediation.

16.3. All mediation will be undertaken in Melbourne, Australia, before a mediator agreed between the parties (such agreement not to be unreasonably withheld or delayed). The parties will pay the mediator’s costs equally but otherwise the parties must pay their own costs of the mediation. A party may not commence any litigation action without first submitting the dispute to negotiation and then mediation in accordance with this clause.

16.4. Nothing in this clause prevents a party seeking urgent interlocutory relief where failure to obtain such relief would cause irreparable damage to that party.

17. General

17.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all previous written or oral agreements between the parties with respect to such subject matter, as well as all Customer terms and conditions including contained on any Customer purchase order or other document issued by the Customer.

17.2. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction or notification to you.

17.3. Part or all of any provision of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.

17.4. Waiver of any power or right under this Agreement: (a) must be in writing signed by the party entitled to the benefit of that power or right; and (b) is effective only to the extent set out in that written waiver

17.5. This Agreement will be governed by and construed in accordance with the laws in force in the State of Victoria, Australia, and each party submits to the exclusive jurisdiction of those courts.

18. Support Services and Service Level Agreement

18.1. We provide support services to ensure that the Services remain as error free as possible.

18.2. Should you experience an issue with the Services, a support ticket must be raised through the Services portal.

18.3. Upon receiving a ticket, we will attempt to replicate the issue that you are experiencing, and if we are able to replicate it, we will assign it a priority using the levels below:

(a) Level 1: does not have immediate impact on the business operations of permitted users.

(b) Level 2: causes performance issues which adversely affect the normal business operations of permitted users, but for which there is a temporary workaround.

(c) Level 3: causes the destruction of data or otherwise results in the application being totally unavailable for the use or access by a permitted user in connection with critical business processes with no immediately available workaround.

18.4. We will aim to resolve issues within the following times:

(a) Level 1: 10 days

(b) Level 2: 5 days

(d) Non critical items requiring changes to the source code may need to be aligned with fortnightly version releases