Terms And Conditions Of Use
The Services is provided by Ricemill Group Pty Ltd (“Ricemill”) (ABN: 28 613 347 729). The terms and conditions which govern your use of the Services are set out below. Customer has agreed to acquire from the Ricemill the Services pursuant to the terms and conditions in this Agreement.
1.1 In this agreement, unless the contrary intention appears the following words have the following meanings:
Agreement means this agreement and includes these terms and conditions and any attachment to this document.
Business Day means a day other than a Saturday, Sunday, public or bank holiday in New South Wales.
Business Hours means 8.00am to 6.00pm on a Business Day.
Data Centre means the third party operated data centre at which virtual servers on which the Platform is hosted, are located.
Fees means the fees payable by the Customer for the Services. The fees may vary depending on the Subscription Plan pricing as specified on the Site.
Insolvent means the occurrence of any one or more of the following in respect of the Customer:
a.) the Customer becomes unable to pay its debts as they fall due or is unable to pay its debts within the meaning of the Act;
b.) the Customer enters into any arrangement with creditors
c.) an application or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the Customer;
d.) a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the Customer; or
e.) the Customer becomes subject to external administration within the meaning of Chapter 5 of the Act, including having a receiver or administrator appointed over all or any part of its assets.
Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world and includes, without limitation all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trade marks, irrespective of whether such rights are registered or capable of registration.
Platform means the software platform developed by the Ricemill.
Site means Ricemill’s website at https://ricemill.co or such other address notified by Ricemill to the Customer from time to time.
Policy means the policies published on the Site from time to time.
Services means the Platform and the services provided by the Ricemill to the Customer including support services, other functions and enabling integrations in accordance with the Customer’s Subscription Plan.
Subscription Plan means the Services plan to which the Customer subscribes as specified on the Site (including any applicable features and Fees).
Commencement Date means first day customer signed up to the Services.
Term means the term of this Agreement
2.1 Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.
2.2 A reference to this Agreement includes all schedules, annexures and appendices referred to in it.
2.3 Headings are for convenience only and do not affect the interpretation of this Agreement.
2.4 A reference in this Agreement to:
a.) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
b.) a party includes its successors and permitted assigns; and
c.) a document includes all amendments or supplements to that document.
2.5 No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.
3.1 This Agreement commences on the Commencement Date and continues until it is terminated in accordance with clause 11.
3.2 This Agreement sets out the terms on which the Ricemill has agreed to supply the Platform and ancillary Services to the Customer.
3.3 This Agreement is not intended to address every issue raised by the use of the Platform. The Ricemill reserves the right to:
a.) introduce, by posting on the Platform, policies to address issues that do arise with the use of the Platform; and
b.) change these policies at any time, effective upon the posting of the modified policies on the Platform;
3.4 It is the Customer’s obligation to ensure that it monitors these policies. Continued use of the Platform after a new or modified policy has been posted on the Platform will constitute acceptance of and the Customer’s agreement to comply with that policy or amended policy.
3.5 The Intellectual Property Rights in the Services and any other information or materials that are supplied by the Ricemill to the Customer during the Term remain the exclusive property of the Ricemill. The Ricemill retains all rights in the Services, and no implied licences are granted to the Customer.
4. Ricemill Obligations
4.1 The Ricemill will:
a.) provide the Customer with access to the Platform; and
b.) provide a help centre function to respond to service issues encountered by the Customer.
4.2 The Platform is hosted on virtual servers located at and managed through the Data Centres.
4.3 The availability of the Platform (including business continuity and data recovery measures) is under the control of the Data Centres. The Data Centres are responsible for physical and cyber security of the servers. The representations about the service levels to which the Data Centres commits and about its management of such security are available from the Ricemill on request.
4.4 From time to time the Ricemill will conduct preventative and remedial maintenance on the Platform and in respect of the infrastructure it deploys in the provision of the Platform (Scheduled Maintenance).
4.5 The Ricemill will endeavour to carry out all Scheduled Maintenance outside usual Business Hours. In the event of an emergency, the Ricemill may carry out maintenance during usual Business Hours and without first notifying the Ricemill.
4.6 The Platform’s features will evolve over time. The Ricemill may, at its discretion, upgrade, amend, add to or remove features from, redesign, improve or otherwise alter the Platform.
4.7 The Customer acknowledges and agrees that during the Term the Ricemill may make changes or additions to the functions, integrations and other services on the Platform. The Ricemill may accordingly change the Subscription Plans and pricing. The Customer will not be entitled to any refund in respect of a change in the Subscription Plan.
5. Customer Obligations
5.1 The Customer has the right to access and use the Platform via the Site with the particular user roles available to the Customer according to its Subscription Plan. This right is non-exclusive, non-transferable and limited by and subject to this Agreement.
5.2 The Customer acknowledges and agrees that it is responsible for the following:
a.) determining those persons within the Customer’s organisation that will have access to the Platform and the level of access;
b.) controlling the level of access given to those persons;
c.) resolving any issues that those persons have with their level of access;
d.) revoking or adjusting the level of the access of any of those persons;
e.) the use to which those persons put the Solution;
f.) setting up and launching use of the Platform except to the extent to which the Ricemill undertakes to assist as specified in the Subscription Plan;
g.) providing all other computer hardware and software by which the Platform will be accessed including internet connection and browser software as specified by the Ricemill on the Site;
h.) providing sufficient (having regard to the nature of the Customer’s business) security for the computer network on which the Platform is installed.
5.3 The Customer must comply with the Policies as published by the Ricemill from time to time on the Platform.
5.4 The Customer is responsible for managing issue, supervision and security of passwords issued through the Platform for users of the Platform and must take all other actions as the Ricemill reasonably instructs to maintain or enhance the security of the Platform and the Customer’s use of the Services.
5.5 The Customer must immediately notify the Ricemill of any unauthorised use of any passwords or any other breach of security on the Platform to allow the Ricemill to secure the Platform passwords.
5.6 When accessing and using the Services, the Customer must not, and must not attempt to:
a.) undermine the security or integrity of the Platform or networks of the Ricemill and/or the Data Centres.
b.) use, or misuse, the Platform in any way that may impair the functionality of the Platform or Site, or other systems or networks used to provide the Platform or impair the ability of any other user to use the Platform or Site;
c.) gain access to any materials on the Platform, other than those to which the Ricemill have been given the express right to access;
d.) gain access to the networks on which the Platform is hosted;
e.) transmit, or input into the Site, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which the Ricemill does not have the right to use); or
f.) modify, copy, adapt, reproduce, disassemble, decompile or reverse-engineer any software used to provide the Platform or to operate the Site except as is strictly necessary to use either of them for normal operation.
5.7 The Customer must make a reasonable effort to resolve any issues that those, authorised by the Customer to access the Platform, might have with use of the Platform but if the Customer is unable to resolve an issue with its use of the Platform, the Ricemill will provide email support and will promptly respond to any request for assistance submitted through the support portal.
5.8 The Customer acknowledges and agrees that the Ricemill will monitor the Customer’s use of the Platform remotely for the purpose of determining whether the Customer is complying with the terms and conditions of this Agreement.
5.9 The Customer acknowledges and agrees that no warranty is provided by the Ricemill that the Platform will operate without error or interruption.
6.1 Any fees specified in this Agreement are expressed on a GST exclusive basis unless otherwise expressly stated.
6.2 The Ricemill provides access to the Customer to the Platform under a subscription model. Under this model the Fees are charged by the Ricemill to the Customer monthly in advance for the Term.
6.3 If the Customer provides to the Ricemill valid and up to date credit card information as the means by which it pays the fees to the Ricemill, the Customer authorises the Ricemill to charge such credit card for amounts due to the Ricemill under this Agreement.
6.4 The Customer will, in addition to any other amounts specified in this Agreement, reimburse on demand to the Ricemill any charge incurred by the Ricemill relating to a rejection by a bank or financial institution of the Customer’s payment to the Customer.
7. Limitation of liability
7.1 To the maximum extent permitted by law, the Ricemill excludes all liability and responsibility to the Customer (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services.
7.2 Subject to clause 7.3, the aggregate liability of the Ricemill under this Agreement for any loss or damage sustained by the Customer as a result of any act, omission, breach, negligence or unlawful conduct on the part of the Ricemill or contractor, or any of officer, employee, agent or contractor of the Ricemill or anything else done or omitted to be done by the Ricemill under or in connection with this Agreement, excluding the Ricemill obligations under clause 4, is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
7.3 To the full extent permitted by the law of Australia, the Ricemill’s liability for a breach of any guarantee, condition or warranty is limited to the supply of the Platform again or payment of the costs of having the Platform supplied again.
7.4 Notwithstanding any provision of this Agreement the Ricemill will not be liable to the Customer for loss of profits or revenue, loss of goodwill or failure to realise anticipated benefits or savings, costs or expenses incurred by the Customer in managing or conduct claims against the Ricemill under this Agreement, or loss arising from business interruption (or any other form of loss described as indirect or consequential), as a result of any act, omission, breach, negligence or unlawful conduct on the part of the Ricemill or contractor, or any of officer, employee, agent or contractor of the Ricemill or that contractor (as the case may be), even where the possibility that the Customer may incur such losses, damages, costs and/or expenses was known or ought to have been known by the Ricemill.
8.1 The Customer indemnifies the Ricemill, its employees agents and contractors (those indemnified) for any losses, damages, costs and/or expenses incurred or sustained by those indemnified or asserted against those indemnified as a result of:
a.) the death or illness of, or personal injury to, any individual;
b.) the loss or destruction of, or damage to, any tangible property; or
c.) any breach of security or other unlawful access or use of the Customer’s computer network,
that has been caused by:
d.) the use of the Services or any part of it by the Customer or Users (or any one or more of them);
e.) negligent or unlawful conduct of the Customer or the employees, agents or contractors of the Customer; or
f.) the breach of, or failure to comply with, Safety Legislation, by the Customer or the employees, agents or contractors of the Customer.
8.2 Each indemnity in this Agreement is a continuing and independent obligation of the Customer and survives termination or expiry of this Agreement.
9.1 Each party (a Recipient) must keep confidential, and not use or disclose, any Confidential Information of the other party, except as permitted by this Agreement.
9.2 The obligation of confidence in clause 9.1 extends to Confidential Information provided to or obtained by a Recipient before entering into this Agreement.
9.3 The obligation of confidence in clause 9.1 does not apply to Confidential Information that is:
a.) in the public domain otherwise than as a result of a breach of this Agreement or another obligation of confidence;
b.) independently developed by the Recipient; or
c.) already known by the recipient independently of its interaction with the other party and free of any obligation of confidence.
9.4 A Recipient may disclose Confidential Information of the other party:
a.) if required by law or court order to do so; and
b.) to officers and employees of the Recipient who:
i.) have a need to know (and only to the extent that each has a need to know) the Confidential Information for the purposes of this Agreement; and
ii.)have been directed and have agreed to keep confidential the Confidential Information on terms not inconsistent with this Agreement.
11. Termination and Suspension
11.1 Either party may terminate this Agreement by giving 30 days written notice to the other.
11.2 The Ricemill may terminate this Agreement by notice in writing to the Customer (such notice to take effect immediately) if one or more of the following events occurs:
a.) Fees that have become payable in accordance with this Agreement are not paid in accordance with this Agreement and remain unpaid for a period of more than 7 days;
b.) the Customer is in breach of any of its obligations under this Agreement; or
c.) the Customer becomes, or threatens to become, Insolvent.
11.3 The Ricemill may suspend the Customer’s access to the Platform if the Ricemill is entitled to terminate this Agreement in accordance with this clause 11, or if the Customer fails to comply with any Policies.
11.4 If the Customer’s right, to access the Platform, is suspended then the Customer must continue to pay the Fees due to the Ricemill under this Agreement during the period of suspension.
11.5 On termination of this Agreement the Customer must immediately cease to use the Platform.
11.6 If this Agreement is terminated, then the Customer will remain liable to pay to the Ricemill all outstanding Fees. The Ricemill is entitled to recover from the Customer all Fees that fell due for payment before the date of termination whether or not invoiced at the date of termination.
12.1 A notice or other communication connected with this agreement (Notice) must be in writing and in English.
12.2 A Notice must be emailed to the recipient’s email address provided at the time of registration on the Site.
12.3 Service of a Notice is deemed to have occurred, if sent by email on the first Business Day after it is sent, provided that the sender does not receive a message stating that delivery of the email has failed or the recipient is ‘out of the office’.
13.1 The Ricemill has a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer.
13.2 The Ricemill is entitled to use the Customer’s name and logo and to refer to the Customer’s use of the Services in the Ricemill marketing materials.
13.3 The Customer must not assign any rights or interest under this Agreement to any other entity unless the Customer has obtained the prior written approval of the Company.
13.4 This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.
13.5 This Agreement may only be amended by a further written agreement signed by the authorised representatives of the Customer and the Ricemill.
13.6 No term or condition in this Agreement will be deemed waived and no breach excused unless such waiver or excusal is in writing and signed by the Ricemill.
13.7 If any term or condition of this Agreement is found to be illegal or unenforceable, each such term or condition will be enforced only to the extent it is not illegal or unenforceable and all other terms and provisions of this Agreement will remain in full force and effect.
13.8 The provisions of clauses 7, 8, 9 and 10 survive termination or expiry of this Agreement.
13.9 This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies on a provision of this Agreement to protect itself.
13.10 This Agreement is governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning this Agreement.