This agreement is made between SL and the Account Holder.

The Online System owned and developed by Schoollunchonline Pty Ltd (ABN: 42 161 276 624 and Registered Office: 1/914 Hay St Perth WA 6000) may be used by you, subject to the terms and conditions set out below. Once you have registered as an Account Holder on the Online System you agree to be bound by these terms and conditions as may be amended from time to time. You warrant that you have the ability and capacity to accept these terms and conditions.

Definitions

In this Agreement unless the context requires otherwise:

"Account" means your account on the Online System protected by password and username which will be opened for you on registration;

"Account Holder" means a member of the School community who has created an account to enable that person to utilise the Online System;

"Fee" means $0.25 for each Order per day charged by SL for providing the Online System. By way of clarification, if a Customer places an Order for Goods to be supplied:

(a) to the same Recipient on 5 different days then SL will charge the Customer $0.25 for each day which will total $1.25; or

(b) to two different Recipients on the same day then SL will charge the Customer $0.25 for each Recipient which will total $0.50;

"Goods" means food, beverages or any other item supplied by the Supplier as listed on the menu;

"Intellectual Property" means all trademarks or names and service marks (whether or not registered) registered designs, design rights, copyrights, website domain names, email addresses, telephone and facsimile numbers, sales database, the right to apply for and applications for any of the preceding items, together with the rights in inventions, processes, software, know-how, trade or business secrets, confidential information or any process or other similar right or asset capable of protection enjoyed, owned, used by or licensed to SL;

"Menu" means the menu compiled by the Supplier outlining Goods for Order as amended from time to time;

"Online System" means an online ordering website developed and owned by SL for the provision of Goods to Recipients in Schools;

"Order" means a request made through the Online System to supply Goods to a Recipient on a particular day and Orders means a request made through the Online System to supply Goods to more than 1 Recipient on a particular day or to supply Goods to the same Recipient on different days;

"Prescribed Time" means the time by which you must place an Order as outlined on the Menu or as notified to you from time to time;

"Recipient" means the person nominated by you for whom the Order is for;

"Sale Price" means the prices for the Goods in Australian Dollars which will include GST;

"Schedule" means the schedule forming part of this Agreement;

"School" means a school which has agreed to adopt the Online System which you have nominated when you registered as an Account Holder;

"Supplier" means the supplier nominated by SL to supply the Goods to the School;

"SL" means Schoollunchonline Pty Ltd ACN 161 276 624 of PO Box 398, Claremont, WA 6910

"You" means the Account Holder.

The parties agree as follows:

1. Agreement and your account

1.1 Subject to your School being registered SL grants you the non-transferrable licence to participate in the Online System.

1.2 You must ensure that all information provided to SL is correct and update it if any detail changes.

1.3 You may purchase Goods from a Supplier using the Online System. An Account will be opened for you.

1.4 Orders must be placed by the Prescribed Time. An Order is deemed to be placed by the Prescribed Time if payment has been made and you have received an electronic confirmation from SL by email or SMS.

1.5 SL will send your Order to the Supplier whose responsibility it is to prepare the Orders and deliver them to the School at the time agreed between the Supplier and the School.

1.6 SL encourage the Supplier to offer nutritious Goods but you acknowledge that SL will not be responsible for any representations made by the Supplier in respect to the Goods.

2. Fees and charges

2.1 When you place an Order the charge for the Goods and the Fees will be debited to your Account.

2.2 You are responsible for paying the total Sale Price plus Fees for all Orders you submit on the Online System.

2.3 You agree by using the Online System that SL may change the Fees which may vary from time to time.

2.4 You are also responsible for paying all taxes including GST on any Order which will be included in the Sale Price.

2.5 Any bank fees incurred by SL regarding your Account will be charged to you and SL may recover these costs by reducing your Account balance or obtaining payment from you via your credit card or otherwise.

3. Dispute with supplier

3.1 You agree to first raise any complaint regarding the Supplier with the Supplier who may provide you with a refund or replacement.

3.2 If the Supplier fails to address your complaint to your satisfaction, SL may at its discretion provide you with a credit by way of compensation.

3.3 You acknowledge that the Supplier is responsible for the supply of the Goods and that SL is not liable for any claims in relation to their quality, merchantability or fitness for purpose or delivery.

3.4 If you have a dispute with the Supplier you release SL from all claims, demands in any way connected with that dispute.

4. Privacy

4.1 SL may utilise the information provided by you to enable SL and the Supplier to perform the services outlined in this Agreement, to notify you of changes to services, changes to conditions, and related market research.

(a) You are responsible for keeping your Account details including your username and password confidential.

(b) You must immediately report any unauthorised use of your Account to SL.

(c) In the event that SL transfer or in any way assigns or disposes of its interest in the Online System, SL reserves the right to transfer its user database together with all personal and non-personal information which may include your details supplied to SL to the party acquiring an interest in SL or the Online System.

5. Closure of account and termination

5.1 SL will close your Account:

(a) on receiving a written request from you;

(b) if you have not accessed the Online System for a period of 12 months; and

(c) if SL wishes to terminate this Agreement.

5.2 SL may terminate your licence and this Agreement at any time and remove your access to the Online System for any reason which may include if you breach the provisions of this Agreement.

5.3 On termination of this Agreement or closure of your account:

(a) You must cease using the Online System;

(b) Your access to the Online System will be removed; and

(c) Any outstanding balance in your account less any Fee will be credited back to your credit card or nominated bank account. If SL does not have your current credit card or nominated bank account details then SL will post a cheque to your last known address. If this cheque is not banked within 6 months then any balance in your account will be forfeited to SL.

6. Liability

6.1 You agree and acknowledge:

(a) SL is not liable to you if the Online System is offline or not working properly;

(b) Unless required by law, SL is not liable for any loss or damage arising out of the terms and conditions of this Agreement or the breach of them by SL or the Supplier or any other third party;

(c) SL provides the Online System to the Supplier and is in no way connected with or responsible for the content of Menus, pricing, packaging, delivery, food description ingredients or any other matter relating to the provision of the Goods or their delivery;

(d) If SL has breached a law which it cannot contract out of, you agree that the extent of any liability of SL to you is limited to:

(i) replacing or repairing the Goods;

(ii) paying the replacement or repair cost of the Goods to you;

(iii) reimbursing any Fee paid by you.

7. Indemnity

7.1 You indemnify and agree to keep SL indemnified against any loss suffered by SL as a result of your breach of the terms and conditions of this Agreement including all costs and expenses.

8. Assignment

8.1 You may not assign or transfer your Account to any other party without SL's prior written consent.

8.2 SL can assign or transfer all right title and interest in this Agreement and the Online System to any third party that acquires SL's business.

9. Variation

9.1 SL may vary the terms of this Agreement but must first give you notice of any changes or amendments.

10. Governing Law

10.1 This Agreement is governed by, and is to be construed in accordance with, the law of Australia and where applicable the laws of the State in Australia where the School is located and the parties submit to the nonexclusive jurisdiction of the courts of that State.