Terms & Conditions

About the Website

1. Welcome to ebutcher.com.au (Website). The Website allows you to access and use the eButcher subscription (Services).
2. The Website is operated by eCoolroom Pty Ltd, ABN 25 676 146 606 (eCoolroom, we, us or our). Access to and use of the Website, or any of its associated products or Services, is provided by eCoolroom. Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
3. eCoolroom reserves the right to review and change any of the Terms by updating this page at its sole discretion. When eCoolroom updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

Acceptance of the Terms

1. You accept the Terms by remaining on the Website. Where the option is available in the user interface, you may also accept the Terms by clicking to accept or agree to the Terms.
2. If you are agreeing to the Terms on behalf of an entity, you represent that you have authority to bind that entity. If you do not have such authority or you do not agree to these Terms, neither you nor the entity may access the Website or use the Services.

Changes to the Website and Services

1. change, add to, or remove content or functionality of the Website and/or the Services; and
2. cease, interrupt or withdraw access to the Website and/or the Services for any reason, including for upgrades and maintenance of the Website and/or Services.

About the Service

1. eButcher subscription is an ecommerce and native app store subscription services for use by grocery industry.
2. Subscription A and Subscription B accounts are currently offered. You acknowledge and agree that the accounts offered, as well as the account features may change from time to time, and may be governed by separate terms which apply specific to the account (Account Terms). Where Account Terms apply, you will be informed, and must accept those terms before you are given such an account. Accounts which use the white label eButcher smart device application may be governed by a separate software licensing agreement (Software Licensing Agreement) with eCoolroom, which may amend these Terms.
3. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by Account Terms or a Software Licensing Agreement, in which case, the Account Terms or Software Licensing Agreement (as applicable) shall prevail to the extent of any inconsistency.

Acceptable use of the Service

1. eButcher subscription, its related features, and the Website must only be used lawfully. eCoolroom reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use, or otherwise permit a third party to use, the Website and/or the Services:
   1. to engage in any act that would disrupt the access, availability, and security of eButcher subscription and other eCoolroom services, including but not limited to:
      1. tampering with, reverse-engineering, hacking, decompiling, disassembling or otherwise attempting to discern the source code of the components of the Website, or its contents or reproduce all or any portion of the said components or our servers;
      2. modifying, disabling, or compromising the performance eButcher subscription or other eCoolroom services;
      3. overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources; or
      4. compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted by eCoolroom; or
   2. for any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws;
   3. to harm, abuse stalk, harass or threaten other users or any member of the public;
   4. to spam or send unsolicited messages to other users or to harvest personal information and contact details of other users;
   5. to misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with eCoolroom or any third party;
   6. to access or search any part of the Service, or any other Service owned by eCoolroom other than our publicly supported interface, or otherwise allowed for in an applicable Software Licensing Agreement using any method or process (including data scraping, web-bots, collection or accumulation tool, robot, spider or scripted responses); or
   7. to post, upload, share, or otherwise circulate content in violation of the Terms or eButcher’s Privacy Policy.
2. You represent and warrant that:
   1. the goods and services that you will offer for sale through the Service are not misleading, defective or of unmerchantable quality and otherwise offered in accordance with good industry practices;
   2. you hold all relevant licenses, permits or authorisations to sell the relevant goods and services through the Service and have at all times complied with any terms applicable under the same; and
   3. you have complied with all other applicable laws and regulations in relation to the sale of the relevant goods a services.
3. You acknowledge and agree that you are responsible for:
   1. your own Internet connection, telecommunications and data costs when accessing or using the Services; and
   2. implementing reasonable security and anti-virus software to prevent the introduction of viruses and malicious code into your computer systems and devices.

Security and Data Privacy

1. eCoolroom takes your privacy seriously and information provided through your use of the Website and/or Services are subject to:
   1. these Terms;
   2. eCoolroom’s Privacy Policy, which is available at https://ebutcher.com.au/privacy-policy/; and
   3. any other privacy notices that we provide you during your access to the Website or use of the Services.
2. The Privacy Policy addresses eCoolroom’s processes, policies, and obligations in respect of eButcher subscription security breaches.
3. If you don't provide any of the relevant information requested, we may not be able to provide all of the functionality of the Website and/or Services or otherwise transact with you.
4. We may disclose the personal information we collect from or about you to our service providers and suppliers who provide us with (or help us to provide) the Website and/or Services or our other associated products.

Data Use

1. eCoolroom collects, stores, and processes your data on eButcher subscription. The data is used to provide Services to you, as well as to facilitate eCoolroom ’s business operations.
2. The Privacy Policy outlined how your data is collected, stored, and processed by eCoolroom . The Privacy Policy also addresses eCoolroom 's processes, policies, and obligations in respect of data encryption and removal requests.

Cookies

1. Both the Website and the Services may use 'cookies' as part of their interaction with your internet browser. Cookies enable us to provide you with a superior, customer-oriented service. A 'cookie' is a small text file placed on your computer by our web server. A cookie can later be retrieved by a website's servers. Cookies are frequently used on websites and you can choose if and how a cookie will be accepted by configuring your preferences and options in your browser. Cookies do not alter the operation of your computer or mobile device in any way.
2. It is recommended that you accept cookies to make full use of the Website and/or Services. Cookies may also be used to record non-personalised information such as the date or the pages accessed, for a website's administration, statistical and maintenance purposes. Any such information will be aggregated and not attributed to individual users.
3. Most web browsers allow you to disable cookies on your computer. If you disable cookies, you may be unable to use the Website and/or Services to the fullest and optimum extent.
4. We may use the cookies on the Website and/or Services (as well as data collected through these cookies) for commercial purposes, including targeting and displaying advertising on our Website, Third Party Websites and/or social media platforms.

Subscription to use the Service

1. In order to access the Services, you must first select a subscription through the Website (Subscription) under which you must pay the applicable fee for the selected Subscription (Subscription Fee).
2. In selecting a Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you have selected is suitable for your purposes and use.
3. After you have selected the Subscription, you will then be required to register for an account through the Website before you can access the Services (Account).
4. As part of the registration process, and as part of your continued use of the Services, you may be required to provide personal information about yourself or the entity you are acting on behalf of (such as identification or contact details), including but not limited to personal name, the name of the business/entity, email address, business address, phone number, ACN/ABN, bank account details and credit card details via the Stripe payment gateway.
5. You warrant that any information you give to eCoolroom in the course of completing the Account registration process will always be accurate, correct and up to date.
6. After selecting a Subscription and creating an Account, you will be considered a member of the Website and agree to be bound by these Terms (Member).
7. As a Member you will be granted immediate access to the Services for the relevant period for the selected Subscription (Subscription Period) from the time you have completed the Account registration process. Your Subscription will automatically renew at the expiry of the then-current Subscription Period for an additional Subscription Period, unless you give us not less than 5 days' written notice prior to the expiry of the then-current Subscription Period, of your intention to not renew.
8. You may not purchase a Subscription or otherwise use the Services if you are not of legal age to form a binding contract with eCoolroom.

Links and Third Party Content

1. The Website may contain links to or display the content of other Members, users or third parties (Third Party Content), including links to websites operated by those Member, users or other organisations and individuals (Third Party Websites). 
2. Third Party Content and Third Party Websites are not under the control of eCoolroom.
3. eCoolroom do not endorse, approve or make any warranty or claim regarding Third Party Content, Third Party Websites or the products, services or information available on any Third Party Website, or in respect of the owner or operator of a Third Party Website or their conduct.
4. If you use or rely upon Third Party Content or Third Party Websites, you do so solely at your own risk.
5. You must not link to, frame or mirror any part of the Website without eCoolroom's prior written authorisation.

Payments

1. Subject to the terms of any applicable Account Terms or Software License Agreement, you acknowledge and agree that:
   1. eCoolroom manages and collects all payments made by end users; and
   2. the Subscription Fee will be deducted from the aggregate available cleared funds from all payments made by end users during the relevant period, with the balance of the cleared funds to be remitted to you.
2. Payments made in the course of your use of eButcher subscription may be made using third-party applications and services not owned, operated, or otherwise controlled by eCoolroom. You acknowledge and agree that eCoolroom will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for the Services.
3. You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
4. You agree and acknowledge that eCoolroom can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the then-current Subscription Period.

Refund Policy

1. eCoolroom offers refunds in accordance with Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of state and territory fair trading legislation (Australian Consumer Law) and as set out in these Terms. Any benefits set out in these Terms apply in addition to consumer's rights under the Australian Consumer Law.
2. eCoolroom will only provide you with a refund of the Subscription Fee in the event that we are unable to continue to provide the Services or if eCoolroom, it its absolute discretion, makes the decision that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (Refund).

Copyright and Intellectual Property

1. The Website, the Services and all of the related products of eCoolroom are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by eCoolroom or its contributors.
2. All trademarks, service marks and trade names are owned, registered and/or licensed by eCoolroom, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
   1. use the Website pursuant to the Terms;
   2. copy and store the Website and the material contained in the Website in your device's cache memory; and
   3. print pages from the Website for your own personal and non-commercial use.
3. eCoolroom does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by eCoolroom.
4. eCoolroom retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
   1. business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
   2. a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
   3. a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
5. You may not, without the prior written permission of eCoolroom and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

General Disclaimer

1. In this clause, the terms "Consumer" and "Consumer Guarantees" have the meaning given to them in the Australian Consumer Law.
2. The Australian Consumer Law provides Consumers with a number of protections including the Consumer Guarantees that cannot be excluded, restricted or modified. Nothing in the Terms has the effect of modifying, limiting or excluding any guarantees, warranties, representations or conditions implied or imposed by law, including the Consumer Guarantees or any other applicable statutory rights, that cannot be excluded, restricted or modified.
3. All goods and services sold or offered for sale by you through or in connection with the Service or the Website are your sole risk and responsibility. eCoolroom accepts no liability for misleading, defective or unmerchantable goods or services sold or offered for sale by you through the Services or the Website.
4. Subject to this clause, and to the extent permitted by law:
   1. all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
   2. eCoolroom will not be liable for:
      1. any loss, cost, expense, damage, or liability of any kind incurred by a third party, including any damage to, or destruction of, that third party's property (such as their computer, smart device, software or data); or
      2. any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill incurred by you, arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
5. Use of the Website and the Services is at your own risk, including the risk that your computer, smart device, software or data may be damaged by any virus transmitted by the Website, the Services or by any Third Party Content or Third Party Website.
6. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of eCoolroom make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of eCoolroom) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
   1. failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
   2. the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
   3. costs incurred as a result of you using the Website, the Services or any of the products of eCoolroom; and
   4. the Services or operation in respect to links which are provided for your convenience.
7. You agree to indemnify eCoolroom against any and all damages, losses, liabilities, costs and expenses of any kind that eCoolroom may suffer as a result of any action, suit, proceeding or demand bought about as result of:
   1. any third party claim in relation to the goods or services you sell or offer to sell through the Service or the Website;
   2. a breach of these Terms by you;
   3. a breach of eCoolroom's Privacy Policy by you; and/or
   4. any claim that your use of the Services or Website infringes or allegedly infringes the intellectual property rights of any person.

Limitation of Liability

1. eCoolroom's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
2. You expressly understand and agree that eCoolroom, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

Termination of Contract

1. The Terms will continue to apply:
   1. in the case of the Website, until you permanently cease using the Website; or
   2. in the case of the Services, until your Subscription is not renewed or otherwise terminated by either you or by eCoolroom as set out below.
2. if you want to terminate your Subscription, you may do so by:
   1. providing eCoolroom with not less than 14 days’ notice of your intention to terminate; or
   2. closing your accounts for all of the services which you use, where eCoolroom has made this option available to you.
3. Any notices pursuant to Clause 16(b) above should be sent, in writing, to eCoolroom via the 'Contact Us' link on the homepage of the Website.
4. eCoolroom may at any time, terminate your Subscription or otherwise suspend, cancel, or otherwise deny your access to the Website and/or the Services, if:
   1. you have breached any provision of the Terms or intend to breach any provision;
   2. eCoolroom is required to do so by law; or
   3. the provision of the Services to you by eCoolroom is, in the opinion of eCoolroom, no longer commercially viable.
5. Subject to local applicable laws, eCoolroom reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts eCoolroom's name or reputation or violates the rights of those of another party.

Indemnity

1. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
2. any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
3. any breach of the Terms.

Dispute Resolution

• Compulsory

  If a dispute arises out of or relates to the Services or these Terms, neither you nor eCoolroom may commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

• Notice:

  A party (being either eCoolroom or you) claiming a dispute (Dispute) has arisen under these Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

• Resolution:

  1. On receipt of that notice (Notice) by that other party, the parties to the Terms (being eCoolroom and you) (Parties) must:
     1. within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; and
     2. if for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Consumer and Business Services;
  2. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
  3. The Parties acknowledge and agree that any mediation will be held in Adelaide, South Australia, Australia.

• Confidential

  All communications concerning negotiations made by the Parties arising out of and in connection with a Dispute or this clause 16 are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

• Termination of Mediation:

  If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

Venue and Jurisdiction

Governing Law

Severance