WEBSITE TERMS AND CONDITIONS

1.

Introduction

Welcome to PrimeXConnect. By using the PrimeXConnect services, you agree to the following terms and conditions. If you have any questions, please contact us.

A reference to ‘PrimeXConnect’, ‘us’, ‘our’, ‘we’ or any derivative thereof is a reference to Prime X Connect Limited (ABN 37 603 166 874) or the website owned and operated by Prime X Connect Limited (ABN 37 603 166 874).

PrimeXConnect is the owner and operator of this website that connects Australian meat sellers with the international buying community (the Website). The address of the Website iswww.primexconnect.com.

2.

Scope

Before using the PrimeXConnect services, you must read and accept all of the terms in, and linked to, this User Agreement, including any hyperlinked documents (Agreement). We strongly recommend that, as you read this Agreement, you also access and read the hyperlinked information. By accepting this Agreement and accessing the Website, you agree that you will be bound by this Agreement which will apply whenever you use the PrimeXConnect services, or when you use the tools we make available to interact with the PrimeXConnect services.

3.

Grant of Right to Use

PrimeXConnect grants to the user of this Website (User) a limited, non-transferable, right to use the Website in accordance with the terms of this Agreement (Usage Right).

4.

Terms of Usage Right

4.1

Permitted Uses

The User may exercise the Usage Right to buy and / or sell on the Website.

4.2

Restricted Uses

(a)
No Distribution, etc

The User may not distribute, license, loan, or sell its Usage Right or any other content that is contained or displayed in it.

(b)
No Modification

The User may not modify, alter, or create any derivative works of the Website.

(c)
No Reverse Engineering

The User may not reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Website.

(d)
Proprietary Notices

The User may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Website.

5.

Representations and Warranties

5.1

User Representations and Warranties

The User represents and warrants in favour of PrimeXConnect on each day it has a Usage Right as follows:

(a)

this Agreement constitutes a legal, valid and binding obligation on the User enforceable in accordance with its terms by appropriate legal remedy;

(b)

(b) the entering into and performance by the User of this Agreement complies with:

(i)

the Corporations Act 2001 (Cth); and

(ii)

the constitution or other constituent documents of the User, if any;

(c)

the User has full power to enter into and perform its obligations under this Agreement;

(d)

(d) the User has not gone into liquidation or insolvency or passed a winding up resolution or received a deregistration notice under any applicable company’s law;

(e)

the User is not the subject of any petition or other process for winding up, writ of execution or process for the appointment of a receiver or receiver and manager of any part of the undertaking or assets of the User and there are no circumstances justifying any of the foregoing;

(f)

it will not post content or items in inappropriate categories or areas on our sites and services;

(g)

it will not infringe any laws, third party rights or our policies, such as the prohibited and restricted items policies;

(h)

it will not use the PrimeXConnect services if it is unable to form legally binding contracts, under the age of 18 or suspended from using the PrimeXConnect services;

(i)

it will not manipulate the price of any item or interfere with other users' listings;

(j)

it will not circumvent or manipulate our fee structure, the billing process, or fees owed to PrimeXConnect;

(k)

it will not post false, inaccurate, misleading, defamatory or offensive content (including personal information);

(l)

it will not take any action that may undermine the ratings systems;

(m)

it will not transfer its PrimeXConnect account (including feedback) and User ID to another party without our consent;

(n)

it will not distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;

(o)

it will not distribute viruses or any other technologies that may harm PrimeXConnect or the interests or property of PrimeXConnect Users;

(p)

it will not copy, modify or distribute rights or content from the PrimeXConnect services or PrimeXConnect 's copyrights and trademarks; and

(q)

it will not harvest or otherwise collect information about users, including email addresses, without their consent.

5.2.

Reliance

The User acknowledges that PrimeXConnect has granted the Usage Rights in reliance on the terms of this Agreement, including the representations and warranties, and the User indemnifies PrimeXConnect against any loss or claim sustained or incurred by PrimeXConnect as a direct or indirect result of any breach of this Agreement.

5.3.

No Warranties

(a)
"As Is"

PrimeXConnect provides the Website and its content "as is," with all its faults, defects, and errors, and without any warranty.

(b)
Defects

PrimeXConnect does not promise that the Website will be free of bugs, errors, viruses, or other defects. We will not be liable for your use of or inability to use the Website, its content, or any associated service including but not limited to any loss or damage suffered as a result of using the Website.

(c)
Disclaimer of all other Warranties

PrimeXConnect is not making any other express or implied warranties (including any implied warranties of merchantability or fitness for a particular purpose).

6.

Abusing PrimeXConnect

PrimeXConnect works to keep our sites and services working properly and our Users safe. Please report problems, offensive content, and policy violations to us.

Without limiting other remedies, we may limit, suspend or terminate our service and User accounts, prohibit access to the PrimeXConnect services, delay or remove hosted content, and take technical and legal steps to keep Users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue PrimeXConnect services.

7.

Fees

Fees and charges will apply in relation to Users using PrimeXConnect services

Fees are set out in the Fee Schedule which is accessible upon request.

Fees and charges are subject to change at any time and each User will be deemed to have agreed to any change to the fees and charges by continuing to use the PrimeXConnect services.

8.

Content

When you give us content you grant us a non-exclusive, irrevocable, fee-free licence (including the right to sub-licence) to use, modify, store, duplicate and reproduce such content for the purpose of operating the PrimeXConnect services, providing support for the PrimeXConnect services and for all other related purposes as reasonably determined by us. You also grant each user a licence to use your content to the extent permitted by the functionality of the PrimeXConnect services and this Agreement.

You acknowledge and agree that we own all transactional data created by your use of the PrimeXConnect services.

We may use and disclose to any third-party data relating to how you use the PrimeXConnect services provided that we have removed any personally identifying information about you from that data or have combined it with the data of other users in such a way that it no longer personally identifies you.

For the convenience of users, we may offer catalogues of stock images, descriptions and product specifications that are provided by third parties (including PrimeXConnect users). You may use catalogue content solely in connection with your PrimeXConnect listings during the time your listings are on PrimeXConnect.

While we try to offer reliable data, we cannot promise that the catalogues will always be accurate and up-to-date, and you agree not to hold our catalogue content providers or us responsible for inaccuracies in catalogues. If you choose to include catalogue content in your listings, you continue to be fully responsible for your listings and for ensuring that your listings are accurate, do not include misleading information and comply with this Agreement and all PrimeXConnect policies. The catalogues may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included with the catalogues or create any derivative works based on catalogue content (other than by including them in your listings).

9.

Trading on PrimeXConnect and Limitation of Liability

While we strive to maintain a safe trading environment you accept that there are unfortunately sometimes risks when trading online and using PrimeXConnect, including dealing with underage or fraudulent persons. You will not hold PrimeXConnect responsible for other users' content, actions or inactions or items they list. You acknowledge that PrimeXConnect is not a seller or an auctioneer. PrimeXConnect is only a venue to allow anyone to offer, sell, and buy. We are not involved in the actual transaction between users. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of Users' content or listings, the ability of Users to sell items, the ability of Users to pay for items, the ability of Users to deliver items, the ability of Users to receive items or that a User will actually complete a transaction in accordance with the terms agreed between Users.

When you enter into a transaction you must ensure that you comply with your obligations to that other User and are aware of any laws relevant to you as a User. If another User breaches any obligation to you, you – not PrimeXConnect – are responsible for enforcing any rights that you may have.

You alone, and not PrimeXConnect, are responsible for ensuring that your listing, buying and selling and any other activities conducted on our site are lawful. You must ensure that you comply with all applicable laws in Australia and other countries. You must also ensure that you strictly comply with this Agreement and the policies which form part of the Agreement.

We do not take ownership of the items at any time and do not transfer legal ownership of items from User to User. Further, we cannot guarantee continuous or secure access to the PrimeXConnect services, and their operation may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use the PrimeXConnect services.

To the extent that PrimeXConnect is able to limit the remedies available under this Agreement, PrimeXConnect expressly limits its liability for breach of a non-excludable statutory guarantee to the following remedies:

(a)

the supply of the services again; or

(b)

the payment of the cost of having the services supplied again.

10.

Release

If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, joint venturers and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

11.

Breach

Without limiting other remedies available to PrimeXConnect at law, in equity or under this Agreement, we may, without notice to you and in our sole discretion (which shall be exercised reasonably, having regard to the circumstances), delay listing your item, issue you a warning, restrict your activities through our site (including but not limited to buying, selling and posting activities), temporarily suspend, indefinitely suspend or terminate your use of the services and refuse to provide our services to you if:

(a)

you have, or we believe that you have, breached this Agreement;

(b)

we are unable to verify or authenticate any information you provide to us;

(c)

we believe that your actions may cause loss or damage to or otherwise unlawfully harm you, our users, third parties or us, our related bodies corporate or affiliates, our directors, employees or agents; or

(d)

if we reasonably believe that any of your information (which includes an item listed on the Website) is inappropriate or of an offensive nature.

For security, confidentiality and privacy reasons, we are not obligated to provide you or other users the details of any investigation that we conduct or any action which we take, in relation to your use of the services or your account other than those that are already provided to you by us.

12.

User Conditions

By registering on PrimeXConnect as a User, you accept the following conditions:

(a)

your listing may not be immediately searchable by keyword or category for several yours (or up to 24 hours in some circumstances), so PrimeXConnect is unable to guarantee exact listing durations;

(b)

where your listing appears in search and browse results may be based on certain factors including listing format, title and keywords;

(c)

you will not change the details you register with us without our prior consent;

(d)

PrimeX owns the Website and all intellectual property rights in and to it;

(e)

the Website may now or later contain third party software that requires notices or additional terms. If so, those notices and additional terms are and will be located on our website at www.primexconnect.com and are incorporated by reference into this agreement; and

(f)

the User agrees that PrimeX and its affiliates may collect and use technical information gathered as part of our support services. We may use this information, but only to improve our products and services. We will not disclose this information in a form that personally identifies you.

13.

Closing Your Account

You may close your PrimeXConnect account at any time, subject to:

(a)

not having any outstanding items listed on the Website; and

(b)

resolving any outstanding matters (such as a suspension or restriction on your account); and

(c)

paying any outstanding fees owing on your account.

14.

Privacy

The way we handle your personal information is subject to our Privacy Policy, accessible herehttps://primexconnect.com/

We do not provide your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in our Privacy Policy. We view protection of users' privacy as a very important principle. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your account. We use third parties to verify and certify our privacy principles. If you object to your information being transferred or used in this way please do not use our services.

If PrimeXConnect provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent or distribute a user's information to a third party for purposes unrelated to the services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

15.

Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the PrimeXConnect services.

16.

No agency

PrimeXConnect is not your agent for any purpose in relation to this Agreement or your use of the PrimeXConnect services.

17.

Notices

Legal notices must be served on PrimeXConnect's registered office (in the case of PrimeXConnect) or to the email address you provide to PrimeXConnect during the registration process (in your case). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.

Any notices to PrimeXConnect's registered office must be given by registered ordinary post (or if posted to or from a place outside Australia, by registered airmail) or by email to PrimeXConnect., PO Box 268, Northbridge, NSW 1560, Australia , Email:admin@primexconnect.com

18.

Legal Disputes

If a dispute arises between you and PrimeXConnect, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. We strongly encourage you to first contact us to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

19.

Law and forum for legal disputes

This Agreement will be governed in all respects by the laws of New South Wales. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and PrimeXConnect irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

20.

Additional Terms

It is important to read and understand all our policies as they provide the rules for trading on the PrimeXConnect site.

Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our sites.

21.

General

22.1

Severance

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect. In our sole discretion, we may assign our rights and obligations under this Agreement to another entity.

22.2

Failure to act

Our failure to act on a breach by you or others doesn't waive our right to act on subsequent or similar breaches.

22.3

Amendments to this Agreement

We may amend this Agreement at any time by posting the amended terms on PrimeXConnect.com or by notifying you directly to the email address linked to your account. All amended terms will automatically be effective as soon as they are posted. If you do not accept the changes you should close your account.

22.4

Entire Agreement

This Agreement contains the entire understanding and agreement between you and PrimeXConnect.

22.5

Survival

The following sections survive any termination of this Agreement: Section 7 (Fees) (with respect to fees owed for our services), Section 9 (Trading on PrimeXConnect and Limitation of Liability) (with respect to our limitation of liability), Section 10 (Release), Section 15 (Indemnity) and Section 18 (Legal Disputes).

22.6

Non-Assignment

The User may not assign any or all of its rights and obligations under this Agreement to any person except with the prior written consent of PrimeXConnect.

22.7

Governing Law

This Agreement shall be governed by and construed in accordance with the law from time to time in the State of New South Wales and the Parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts which hear appeals therefrom.

22.8

Compliance with Laws

The User must comply with all applicable laws and regulations (including those relating to the import and export of software).

23.

GST

For the purposes of this clause ‘GST’ means the goods and services tax payable pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation (GST Act).

23.1

Taxable Supply

Notwithstanding any provision in this Agreement, this clause 23 covers the GST liabilities of the Parties in relation to a Taxable Supply made by one party under this Agreement (the Provider) to the other party under this Agreement (the Recipient).

23.2

Obligation

The Recipient must pay to the Provider the amount equal to the amount of any GST the Provider is liable to pay on any Taxable Supply made by the Provider under this Agreement.

23.3

Timing

(a)

The Recipient must pay the Provider the amount in respect of GST the Recipient is liable to pay on each Taxable Supply at the same time and in the same manner as the Recipient is obliged to pay for the Taxable Supply provided that the Recipient may withhold payment of any amount in respect of GST until the Provider issues the Recipient with a valid Tax Invoice covering the relevant Taxable Supply.

(b)

A Tax Invoice must be issued by the Provider to the Recipient within 14 days of making the Taxable Supply.

23.4

Exclusive of GST

Unless specific reference is made, the price for each Taxable Supply provided for by this Agreement, does not include GST.

24.

Current

These terms and conditions are current as at 1 January 2019