By logging in and using Independent Portal you agree to the terms set out in this document. Additionally you consent to the use of your personal data in accordance with the Privacy Policy.
The terms of this user agreement may change from time to time.
Independent Portal is a platform designed to facilitate communication and commerce between trading entities in the Australian independent grocery sector. Primarily those entities are businesses rather than individuals, incorporated or otherwise, and may be classified broadly as either suppliers or purchasers.
Individuals using the site’s features, beyond merely browsing publicly available information, will generally do so as representatives or agents of such trading entities.
Suppliers acknowledge they are in control of which individuals they grant access to use the supply functionality on their behalf.
Suppliers acknowledge they are in control of which customers can order stock from them.
Suppliers acknowledge that customers are in control of which individuals have access to order stock on behalf of the customer.
Suppliers assert that there is a supply-purchase agreement in place themselves and customers they grant access to, and that any offers or acceptances to a contract formed using the site are between themselves and the customer and are not made to, or received from Independent Portal.
Customers have free access to basic ordering features.
The service is free and provided ‘as is’ by Independent Portal.
Suppliers acknowledge they are in control of which individuals they grant access to use the ordering functionality on their behalf.
Customers assert that there is a supply-purchase agreement in place themselves and suppliers they order from, and that any offers or acceptances to a contract formed using the site are between themselves and the supplier and are not made to, or received from Independent Portal.
All commerce, trade and related communication on the platform conducted by trading entities is to be interpreted to the maximum extent possible under the law as interactions exclusively between the applicable trading entities.
Independent Portal being merely a mechanism of communication.
Content on the site comes from both Independent Portal and from users.
Users acknowledge that the content they create will be shared with other users as far is as reasonable for the workings of the system, for example:
Independent Portal does not warrant the accuracy, reliability, adequacy or completeness of any of the website content. You acknowledge and accept that the website content may include technical inaccuracies and typographical errors, whether on the part of a trading entity using the service or ourselves.
The website content is subject to change at any time without notice and may not necessarily be up to date or accurate at the time you view it.
It is your responsibility to enquire with any party to ensure the accuracy and currency of any content you seek to rely upon.
Requests to remove content may be made to Independent Portal. We will make reasonable efforts to fulfil such requests providing that the requestor has rights over the specified content and removing it doesn’t adversely impact the rights of other users.
Requests for a copy of content that is contained within the system but is not easily accessed through the system’s features may be made to Independent Portal. We will assess such requests on a case by case basis, considering the rights to the user over the content and the practicality of fulfilling the request.
Independent Portal will make reasonable efforts to create, operate and maintain a reliable and accurate service, however, to the extent permitted by the Competition and Consumer Act 2010 (Cth) and other Australian law, Independent Portal disclaims liability for loss directly or indirectly arising from your use of or reliance on the site and its content, beyond that catered for in the limited warranty provided to suppliers.
Independent Portal does not guarantee the website is free from any software or anything else which may damage any computer which accesses the website or any data on such a computer.
To make use of the features of the site, a trading entity, whether a supplier or a purchaser, must first register with Independent Portal.
Once a trading entity is registered, individual(s) representing the entity may then be registered and linked to the trading entity.
To access Independent Portal services you will need to register with us and set up an account with your email address and a password. The email address you register with must be a valid email address as it may be used for important notifications.
You are responsible for maintaining confidentiality of your password. You are also responsible for all activities that are performed under your account.
The website and all associated software is the property of Independent Portal.
The content whether it comes from us or other users is protected by copyright laws. You agree to respect that copyright.
From time to time changes will be made to the website. It is expected changes will be made for a number of reasons including the following:
Independent Portal will make reasonable attempts to notify users in advance of modifications through the website itself, however, some changes may be made on short notice, particularly in response to security issues or reports of high priority defects.
The site is a 24 hours a day, 7 days a week, 365 days a year service.
There are however times the service will be down for planned maintenance, and occasionally for unplanned maintenance.
A limited guarantee concerning system availability is provided exclusively to suppliers who pay to use the site.
For users who are not covered by a specific support agreement, limited support is available on a best endeavours basis.
All users of Independent Portal agree you will not:
Nothing in these Terms of Use excludes, restricts or modifies any rights or statutory guarantees that you may have under Australian laws that cannot be excluded, restricted or modified, including any such rights or statutory guarantees under the Australian Consumer Law. To the extent that these Terms of Use are found to exclude, restrict or modify any such rights or statutory guarantees, those rights and/or statutory guarantees prevail to the extent of the inconsistency.
Services are provided “as is” and “as available”. You agree not to hold us responsible for content entered by other users or things other users do.
Most of the content on the site comes from other users. We do not guarantee the accuracy of postings or user communications or the quality, safety, or legality of what is offered. We also cannot guarantee continuous or secure access to our Services.
While we will use reasonable efforts to maintain an uninterrupted service, we cannot guarantee this and, to the extent permitted by law, we do not give any promises or warranties, whether express or implied, other than the “Limited Guarantee” described in these terms) about the availability of our Services or that the Services will be uninterrupted or error-free.
Notification functionality in the Services may not occur in real time. That functionality is subject to delays beyond our control, including without limitation, delays or latency due to your physical location or your wireless data service provider’s network.
To the extent permitted by law, we are not liable for the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind by a user of the Service which violates or infringes upon your rights, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law.
To the extent permitted by law, and without limiting any rights that you may have under the Australian Consumer Law, Independent Portal’s liability to you for any failure by Independent Portal to comply with any statutory guarantee under the Australian Consumer Law is limited to Independent Portal supplying the Services again or paying you the cost of having the Services supplied again.
Independent Portal excludes any liability to you for any loss or damage suffered by you as a result of Independent Portal failing to comply with an applicable statutory guarantee under the Australian Consumer Law if you suffering such loss or damage was not reasonably foreseeable and was not directly caused by Independent Portal.
You will indemnify and hold harmless Independent Portal and our affiliates and our and their respective officers, directors, agents and employees (each an “Indemnified Party”), from any claim made by any third party, together with any amounts payable to the third party whether in settlement or as may otherwise be awarded, and reasonable legal costs incurred by any of the Indemnified Parties, arising from or relating to your use of the Services, any alleged violation by you of the applicable terms, and any alleged violation by you of any applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you, but doing so will not excuse your indemnity obligations.
If you have a dispute with one or more Independent Portal users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.
If a provision of these Terms of Use is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the other provisions of these Terms of Use.
These Terms of Use and the other policies posted on the Services set out the entire agreement between Independent Portal and you, overriding any prior agreements.
This agreement is governed by the laws of New South Wales, Australia. We both submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
If we don’t enforce any particular provision, we are not waiving our right to do so later. If a court strikes down any of these Terms of Use, the remaining terms will survive. We may automatically assign this agreement in our sole discretion.