Warehouse Registration
Terms & Conditions
WAREHOUSE TERMS AND CONDITIONS
This Activ8Health online platform (Platform) is operated by Nutridesk Pty Ltd (ABN 66 082 390 896) or its successors and assignees (we, our or us). It is available at: www.a8h.com.au and may be available through other addresses or channels.
These terms and conditions (Terms) apply to Warehouses who use our Platform and supplement and incorporate our Privacy Policy and Website Terms of Use available on the Platform.
There are separate terms and conditions which apply to Clients and Practitioners also available on the Platform. In this document, Platform refers to our marketplace regardless of how you access it. The Platform connects patients (Clients) seeking the products, tests, or medical services as set out on the Site (the Items) with select allied health professionals (Practitioners) by facilitating introductions between Practitioners and Clients. The Platform also connects Clients and Practitioners with distributors who supply the Items on the Platform (Warehouses referred to as you and User).
Acceptance
By accessing and/or using our Platform, you; each person, entity or organisation using our Platform (1) warrant to us that you have reviewed these terms and conditions, including our Privacy Policy and Website Terms of Use (available on the Platform) and you understand them; (2) warrant to us that you have the legal capacity to enter into a legally binding agreement with us and use the Platform; and (3) agree to use the Platform in accordance with these Terms.
If you are agreeing to these Terms not as an individual but on behalf of a company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to these Terms. If you are accepting these Terms and using our services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
Please read these Terms carefully and cease using the Platform if you do not agree to the Terms. We may, at any time and at our discretion, vary these Terms by publishing the varied terms on our Platform. We recommend you check our Platform regularly to ensure you are aware of our current Terms.
Platform Summary - Introductory Service Only
(a) The Platform provides an introductory service for Practitioners and Warehouses to connect with Clients seeking the Items. The Platform does not provide medical advice nor recommend or endorse any Practitioners, Warehouses or Items.
(b) Each Practitioner must belong to a commission panel which is managed like a corporation with a chief executive officer (Lead Practitioner), directors (Stakeholders, which includes us) and the Practitioners (the Commission Panel). We provide a breakdown of the commissions owing to each party in the Commission Panel report via the Platform (Commission Panel Report).
(c) Selected Items are classified as Practitioner-only (Practitioner-Only Items). These Items can only be purchased by the Client when the Practitioner places the Items in the Client’s shopping cart and are either supplied by the Warehouse (if they are products or tests) or by the Practitioner (if they are medical services). Where a Warehouse supplies a Practitioner-Only Item, they are considered a Stakeholder in the Commission Panel.
(d) Warehouses sign up to the Platform by (1) creating an Account on the Platform, (2) providing us with a list of the Items they offer on the Platform including the associated fees (and immediately notifying us of any pricing changes to the Items) (Item Fees), and (3) we will create the listing in relation to the Items (Listing). Your Listing may not be immediately searchable by keyword or category for several hours, including for up to 24 hours. We cannot guarantee the exact Listing durations.
(e) You understand and agree that the Platform is an online introductory platform only, and that our responsibilities are limited to facilitating the user functionality and availability of the Platform. We are not an employment agency or labour hire business and Practitioners are not our employees, contractors, partners or agents.
(f) We are not a party to any agreement entered into between a Warehouse and a Client. We have no control over the conduct of Practitioners, Clients, Warehouses or any other users of the Platform.
(g) We accept no liability for any aspect of the Client and Warehouse interaction, including but not limited to, the description of Items offered, the quality of the Items, any Client’s dissatisfaction with the Items, howsoever arising, and the delivery of any Items.
Collection Notice
(a) 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.
(b) 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.
(c) Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process.
(d) By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.
Registration and Profiles
(a) You can browse and view the Platform as an unregistered user of the Platform. You must register on the Platform and create an account (Account) to access some features on the Platform, including to provide Items to Clients.
(b) You may only have one (1) Account on the Platform as a Warehouse. If you are a Warehouse and you own more than one business, you must apply for a separate Account for each business. We may provide you with multiple logins on request. By creating an Account as a Warehouse, the Warehouse is not precluded from creating an Account as a Practitioner, Stakeholder or Client if they wish to perform these roles on the Platform.
(c) You must provide information when registering for an Account including but not limited to, your warehouse name, address, email address, Australian Business Number (ABN), rebate amount, and you may choose a password.
(d) We will review a Warehouse’s request for an Account before approving the request. We may request additional information about the Warehouse and its Items. If you do not provide us with information we reasonably request, we may refuse to create an Account for you on the Platform. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.
(e) Once you have registered an Account, your account information will be used to create a profile which you may then curate (Profile). Your Profile is personal and you must not transfer it to others, except with our written permission.
(f) You must provide accurate, current and complete information during the registration process and you must update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate any Warehouse’s Account and his/her access to the Platform if any information provided to us proves to be inaccurate, not current or incomplete.
(g) You are responsible for keeping your Account and Profile details and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, whether or not you authorised such activities or actions.
(h) You will immediately notify us of any unauthorised use of your Account.
(i) At our sole discretion, we may refuse to allow any person to register or create an Account.
(j) You are not permitted to change your password for your Account without our express consent.
Identity Verification
(a) If we choose to conduct identity verification or background checks on any Platform user, to the extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a user or guarantee that a user will not engage in misconduct in the future.
(b) We may offer Warehouses the option of verifying their identity and/or validating their Profile or Account using a third-party identity verification service (Third Party ID Service) from time to time.
(c) Where a Warehouse has elected to verify their identity under this clause, a Warehouse acknowledges and agrees that:
(1) we may contact, connect to or otherwise liaise with Third Party ID Services to validate your identity and information (Identity Check);
(2) Third Party ID Services may provide us with your personal information or sensitive information, and you consent to us receiving and using this information to enable us to perform an Identity Check; and
(3) you will be charged a non-refundable fee for the Identity Check (as set out on the Platform), and we will be under no obligation to perform the Identity Check until the relevant fee has been paid to us, in accordance with the requirements specified on the Platform and these Terms.
(d) Following a successful Identity Check, a Warehouse agrees and acknowledges that:
(1) we may permit you to use verification signs or badges in connection with your Profile or Account to indicate that a successful Identity Check has been performed (Verification Badge); and
(2) a Verification Badge may only be used by the individual for whom the relevant Identity Check has been successfully performed and the relevant Verification Badge has been issued, and then, only where that individual is directly providing the relevant goods or services.
(e) You acknowledge and agree that:
(1) the Identity Check and the issuance of a Verification Badge may not be fully accurate, as they are dependent on the information provided by a Warehouse and/or information or checks performed by third parties.
(f) We make no warranties, representations or guarantees of any kind, whether express or implied, or whether under these Terms, under statute or on any other basis, in relation to or connected with:
(1) the accuracy, legitimacy, validity, credibility or authenticity of any users on the Platform;
(2) the performance of any Identity Check;
(3) the issuance of any Verification Badge; and
(4) to the maximum extent permitted by law, we accept no responsibility and exclude all liability arising from, or connected with, the Identity Checks or the Verification Badges, or any use of or reliance on Identity Checks or Verification Badges.
Delivery, Title and Risk
(a) Location: Delivery location options, including locations which are excluded from delivery, are set out on the Platform and include the United States of America (USA), Canada, their territories and dominions (Our Territorial Exclusions). Where a Client has paid for Items to be delivered to Our Territorial Exclusions or Your Territorial Exclusions, they must be provided with a refund for all amounts they have paid for such Items.
Other territorial exclusions for delivery of items regarding PayPal's exclusion in accordance with the PayPal User Agreement and OFAC regulations, the following countries are excluded from receiving items: Cuba, Iran, North Korea, Libya, Balkans, Cote d’Ivoire, Congo, Iraq, Liberia, Sudan, Syria and Zimbabwe.
(b) Cost: The cost of the delivery is to be set out on the Platform.
(c) Timing: The timing or estimated timing for the delivery is agreed between the Warehouse and Client.
(d) Method: The method of the delivery is agreed between the Warehouse and Client.
(e) Change: If a Client needs to change the delivery date or delivery address, they have been advised to notify you immediately in writing. If they are unable to accept the new proposed delivery date, they may be charged a delivery fee by you for each additional attempt of delivery, subject to your Warehouse policy which Clients are required to review prior to purchasing any Item from you via the Platform.
(f) Title: Title in the Items will remain with the Warehouse until the Client has paid the Item Fee.
(g) Risk: Risk of loss, damage or deterioration to any Items will pass to the Clients once the Items have been delivered to them. Once risk in the Items passes, Clients will be solely responsible for the Items.
(h) Freight Charges: Freight charges for Items may vary depending on whether delivery is within Australia or internationally and may need to be adjusted. The freight charge shown in the shopping cart is for delivery within Australia only. For larger and heavier items being delivered interstate or to remote areas, a higher fee may be charged and you are required to contact the client and obtain approval before the Items are despatched.
(i) Damage: We do not guarantee that Items ordered via our Platform will be delivered without fault or damage. Clients should contact you to discuss the remedy they are entitled to in this situation.
Fees and Payments
(a) It is free to register an Account on the Platform. There is no charge for a Warehouse to create a Listing, or for other users to review content on the Platform, including Listings and Items.
(b) Goods and Services Tax (GST) will be charged where applicable.
(c) Client’s pay the Item Fee through our third-party payment processor, currently PayPal, or by any other payment method set out on the Platform.
(d) We may set out a number of payment methods on the Platform. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third-party payment processor; please review these terms and conditions before using your selected payment method.
(e) Warehouses must pay us the commission fee as set out on the Platform in their “business dashboard” (Commission Fee) within two (2) weeks after the Items have been provided the Client in the method set out on the Site, currently being the “Mass Pay” function (unless another time period is agreed between us). We will conduct random audits of business dashboard to monitor whether Commission Fees are being paid to us for Items supplied by the Warehouse. You acknowledge that a failure to pay us our Commission Fee is a breach of these Terms which is incapable of remedy and we have no liability to you arising from such forfeiture.
(f) Warehouses pay the Commission Fee through our third-party payment processor, currently PayPal, or by any other payment method set out on the Platform (unless we allow the Warehouse to pay us the Commission Fee via another method).
(g) Where a sale is cancelled, Warehouses must use the “Cancel and Email” function for that particular sale to inform the Client and us of the cancellation.
(h) If the Warehouse makes a payment by debit or credit card, the Warehouse warrants that the information provided to us is true, accurate and complete, that the Warehouse is authorised to use the debit or credit card to make the payment, that the payment will be honoured by the card issuer, and that the Warehouse will maintain sufficient funds in the account to cover the Commission Fee.
(i) Warehouses must not pay, or attempt to pay, the Commission Fee through any fraudulent or unlawful means. In the absence of fraud, all Commission Fees made are final and the Warehouse shall not have the right to request a return of the Commission Fee. The onus is on the Warehouse to ensure commissions are paid after a sufficient lapse in time enabling cancelled or adjusted sales to be taken into consideration. A suggested lapse time is 2 weeks after a sale and this can be adjusted if both parties agree.
(j) Nothing prevents us from taking any action necessary to recover any unpaid Commission Fees. If the Warehouse fails to pay, the Warehouse’s information may be passed on for collection and/or legal action. The Warehouse acknowledges and agrees that it is liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense. If the Warehouse at any time exceeds our payment terms and as a result are passed on for collection and or legal action, we may place a default against the Warehouse with a credit reporting agency.
(k) This Platform aims to provide accurate Commission Panel Reports. However, errors may occur as real-time testing is limited and this may affect the calculations. We will endeavour to remedy any error(s) in the Commission Panel Report within a reasonable time once we have been notified by you of such error(s), or we otherwise become aware of such error(s), including refunding you for any amounts incorrectly charged by us.
Licence to use our Platform
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.
Obligations of Warehouses
(a) You should report to us, any activities or requests of other users which are, or which you reasonably believe to be:
(1) suspicious;
(2) inconsistent; or
(3) illegal; or likely to have a negative effect on the reputation of the Platform and/or a user.
(a) You are responsible for the accuracy and content of the Listing and Items offered.
(b) You acknowledge and agree that while the Platform allows Clients, Practitioners and Warehouses to communicate with each other in certain respects, you are not permitted to share the contact information of other users, unless as permitted by these Terms.
(c) You are responsible for any agreement you enter into with the Client in respect of delivery of the Items and you will provide the Client with a remedy, as required by law, if there is a failure or delay on your part to deliver the Items.
(d) You must provide a remedy to the Client, as required by law, if the Items have been damaged during transit.
(e) You must do your best to stock Items and keep the Platform up-to-date with their availability.
(f) If there is considerable delay in dispatching an order, or if for any reason you cannot supply the Items, you must, as soon as practicable, contact the Client using the details they provided when they placed the order.
(g) You will notify us of any territorial exclusions which apply to you (Your Territorial Exclusions) and you will not ship Items to Our Territorial Exclusions.
(h) You will discuss any substitute Practitioner-Only Items with the Client’s Practitioner who should be immediately notified by you if an Item they have approved for the Client is unavailable. You will only proceed with supplying the substituted Practitioner-Only Item once the Practitioner has approved for the substituted Practitioner-Only Item to be supplied to the Client via the Platform.
(i) You will immediately notify us if you become aware that a Practitioner is providing Items to a Client acquired through the Platform, independently of the Platform, in order to circumvent the obligation to pay our Commission Fees.
Prohibited conduct
You must 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 (without limitation):
(a) 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;
(b) using our Platform to defame, harass, threaten, menace or offend any person;
(c) interfering with any user using our Platform;
(d) harvest or collect information about users without their consent;
(e) engage in fraudulent activities while using our Platform;
(f) tampering with or modifying our Platform, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Platform, including (without limitation) using Trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform;
(g) anything that might violate any local, state, national or other law or regulation or any order of a court, including, without limitation, CPD requirements relevant to your profession;
(h) using our Platform to find a Client or Practitioner and then completing a Booking or transaction independent of our Platform in order to circumvent the obligation to pay any fees related to our provision of the Platform;
(i) offering any Items that you do not intend to honour or cannot provide or procure;
(j) sharing any of our Content with third parties, including clients sourced by you outside of our Platform;
(k) using our Platform to send unsolicited email messages; or
(l) facilitating or assisting a third party to do any of the above acts.
You acknowledge that a failure to refrain from the prohibited conduct outlined in this section is a breach of these Terms which is incapable of remedy and we have no Liability to you arising from such forfeiture.
Exclusion of competitors
You are prohibited from using our Platform, including the information and materials available on it (Content), in any way that competes with our business. If you breach this term, we will hold you responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) we suffer, and hold you accountable for any profits that you may make from non-permitted use.
Information
The Content is not comprehensive and is for general information purposes only. It is not intended to substitute informed medical advice and care. It does not take into account 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.
Intellectual Property rights
Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all of the Content and you assign to us all intellectual property developed (whether or not in collaboration with us) by you via the Platform immediately upon creation. 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):
(a) copy or use, in whole or in part, any Content;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or
(c) breach any intellectual property rights connected with our Platform, including (without limitation) 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.
You acknowledge that a failure to refrain from the prohibited conduct outlined in this section is a breach of these Terms which is incapable of remedy and we have no Liability to you arising from such forfeiture.
User Content
You may be permitted to post, upload, publish, submit or transmit relevant information and content, including Reviews (User Content) on our Platform. By making available any User Content on or through our Platform, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through, or by means of our Platform.
You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that:
(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and
(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User 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 User Content. We may, at any time at our sole discretion, remove any User Content.
Third party sites: Our Platform may contain links to websites operated by third parties. 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.
Discontinuance: We may, at any time and without notice to you, discontinue our Platform, in whole or in part. We may also exclude any person from using our Platform, at any time at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion, including loss of data. You must back-up any data you wish to protect independently of the Platform.
Consumer Guarantees
(a) 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).
(b) Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL.
(c) The items provided by a Warehouse might also confer you certain Statutory Rights.
Warranties, disclaimers and indemnity
To the extent permitted by law, we make no representations or warranties about our Platform, the Content, Practitioners, Clients, Warehouses, Items or Practitioner Listings including (without limitation) that:
(a) they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;
(b) access will be uninterrupted, error-free and free from viruses;
(c) our Platform will be secure;
(d) Items will be requested by Clients or that Clients will find desirable Items; or
(e) Items are of a particular standard of workmanship or meet the description on the Platform.
We provide the Platform on an “as-is” basis and make no guarantee and hold the exclusive and complete right and discretion to alter, stop, remove, temporarily or indefinitely, any feature, functionality or purpose of the Platform, at any time, and without any notice.
We aim to provide accurate Commission Panel Reports to Warehouses but we cannot guarantee the accuracy or completeness of such reports. Warehouses should consult their accountants to confirm the GST and other tax commitments which apply.
We provide Commission Panel Reports “as-is” and we are not responsible to provide any further accounting related information.
You read, use, and act on our Platform, Commission Panel Reports, and the Content at your own risk.
Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law:
(a) our maximum aggregate Liability arising from or in connection with these Terms (including the services we provide and/or the subject matter of these Terms) will be limited to, and must not exceed the aggregate amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to the Liability or $100 if no such fees have been paid; and
(b) we will not be liable to you for 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,
whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
(c) Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:
(1) event or circumstance beyond our reasonable control;
(2) acts or omissions of you or your personnel;
(3) any defect, error, omission, lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit), inaccessibility of, interruption or outage with respect to the Platform;
(4) failure of our insurance renewal reminder function of the Platform;
(5) failure to maintain your indemnity or product insurance;
(6) failure to adhere to Your Territorial Exclusions and/or Our Territorial Exclusions;
(7) use of the Platform and/or Content;
(8) interaction you have with other users whether in person or online;
(9) any injury or loss to any person, including in relation to the Items;
(10) any negligence on your part while using the Platform or supplying the Items;
(11) Content which is incorrect, incomplete or out-of-date; or
(12) breach of these Terms or any law.
(d) 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.
(e) This clause will survive the termination or expiry of 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 or in connection with your use of our Platform or any breach of these Terms or 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.
Refund and Cancellation Policy
Any cancellation, exchange or refund of Items supplied by the Warehouse is strictly a matter between the Warehouse, the Client and, if applicable, the Practitioner. These terms and conditions agreed to between the Warehouse and the Client should be set out clearly in the Warehouse’s communication with the Client in respect of the Items.
Termination
(a) You may cancel your Account and terminate these Terms at any time via the “Cancel Account” feature (or similar) on our Platform or by sending us an email to the address at the end of these Terms. You can also deactivate your Account at any time by contacting us and we will deactivate your Account for you. If you cancel or deactivate your Account as a Warehouse, any Bookings will be automatically cancelled and your Clients will receive a full refund for Services which have not yet been rendered.
(b) We may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to the email address in your Account.
(c) At our sole discretion, we may suspend your Account or terminate these Terms immediately without notice if (i) you are in breach of these Terms, any applicable laws, regulations or third party rights (ii) you commit a non-remediable breach of these Terms (iii) as a Warehouse your Listings at any time fail to meet any applicable quality or eligibility criteria, (iv) we have received complaints about you including due to repeated cancellations of Bookings.
(d) If we suspend your Account or terminate these Terms, we will cancel any existing Bookings and in the case of a Warehouse breach you will lose any amounts paid.
Disputes: We encourage Warehouses and Clients to attempt to resolve disputes (including claims for returns or refunds) with other users directly. 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. We must be notified immediately by the Warehouse of any potential legal claim to which the Warehouse is party.
Assignment
You may not assign, transfer or delegate these Terms and your rights and obligations under the Terms without our prior written consent. We may without restriction assign, transfer or delegate these Terms and any rights and obligations under these Terms, at our sole discretion, with 30 days prior notice. Your right to terminate these Terms, in accordance with these Terms, remains unaffected.
Severance
If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of 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.
Jurisdiction
Your use of our Platform and these Terms are governed by the laws of New South Wales. 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.
Our Platform may be accessed throughout Australia and overseas. We make no representation that our Platform complies with the laws (including intellectual property laws) of any country outside Australia. If you access our Platform from outside Australia, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Platform.
For any questions and notices, please contact us at:
Nutridesk Pty Ltd (ABN 66 082 390 896)
Email: info@a8h.com.au
Last update: 22 June 2018
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