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Terms & Conditions

GENERAL TERMS AND CONDITIONS OF USE

 

The following general terms and conditions (“Terms”) form a legally binding agreement between You and Us in relation to Your access to, and use of, Toast the Locals.  In accessing or using Toast the Locals, You acknowledge and warrant to Us that You have read, understood and agree to be bound by these Terms.  If You do not accept these Terms, You must refrain from accessing or using Toast the Locals.  By clicking “I Agree” or by otherwise using Toast the Locals (which includes this version and any other update, feature or future version of Toast the Locals that We may provide) You agree to the following Terms, so You should read these Terms carefully.

In these Terms, “Toast the Locals” means, collectively and individually, the Website and the Services.  Other definitions for certain capitalised terms are set out at the end of these Terms.

 

  1. Eligibility

By using Toast the Locals, You represent and warrant that:

  • You are at least 18 years old; or
  • if You are younger than 18, You have the permission of a parent or guardian. 

Parents and guardians of Users under the age of 18 must read and agree to be bound by these Terms, and agree to be responsible for such use of the Services.

If You are accepting these Terms on behalf of a company, organisation, association or agency as its authorised legal representative, then You represent and warrant that You have the power and authority to bind such company, organisation, association or agency to these Terms.

 

  1. Access

Your use of Toast the Locals or some of the Services may require You to register with Us or open an account.  To do so, You must complete the registration process in the manner described on Our Website.  Your registration as a particular type of User (such as an Artisan or an Event Host) may be subject to Us specifically approving Your registration in the manner set out on the Website or as otherwise determined by Us in Our absolute discretion.

By registering with Us, You agree that all information You provide is accurate and up to date and does not infringe any person’s rights. You must also update Your details if any of them change.

Registration is non-transferable.  You are responsible for managing Your account and for all of the activities that occur under Your account.  You should choose Your password and user name carefully and protect them from unauthorised use. Please let Us know immediately of any unauthorised use of Your account or any other breach of security.  We are not liable for any loss if someone else uses Your password or account.

Third party facilities or services (which may include Facebook, PayPal or other software programs) may be necessary or appropriate in conjunction with Your access to or use of Toast the Locals.  When You access these third party facilities or services, You do so at Your own risk.  You agree that Your use of such facilities or services is governed by the relevant third party’s terms of use and/or licence/services agreement, and We are not a party.

Access to Toast the Locals is permitted on a temporary basis, and We reserve the right to suspend, withdraw, discontinue or amend all or any part of Toast the Locals without notice. We will not be liable if, for any reason, Toast the Locals is unavailable at any time or for any period.  You are responsible for making all arrangements necessary for You to have access to Toast the Locals. You are also responsible for ensuring that all persons who access Toast the Locals through Your internet connection are aware of these Terms, and that they comply with them.

Subject to these Terms, We grant You a limited, personal, revocable, non-assignable, non-sublicensable and non-exclusive right to access and use (i.e. to download and display locally) the Content contained in Toast the Locals solely to enable You to enjoy the benefits of Toast the Locals as intended by Us under these Terms.  Any use, reproduction, modification, distribution, sale, sub-licence or storage of Toast the Locals (and any Content contained in Toast the Locals) for any purpose other than using Toast the Locals in accordance with these Terms is expressly prohibited without prior written permission from Us.  Except to the extent expressly permitted by these Terms, you must not transfer or provide access to Toast the Locals to any third party or otherwise use Toast the Locals for the benefit of any third party.

 

  1. Payment terms applicable to all Users

Access to, and use of, Toast the Locals or any part or feature of the Services, may be subject to payment of certain Fees by You, as set out by Us on the Website and/or in these Terms.  You acknowledge that the continued availability of any part or feature of Toast the Locals or the Services may be conditional upon continued payment of such Fees.

You acknowledge and agree We may change Our Fees at any time.  We will endeavour to notify You via the Website of any changes to the Fees before they come into effect, however this may not always be possible.

If You do not accept the Fees or any changes to the Fees, You must not access or use Toast the Locals or any part of the Services.

The use of certain Services may require You to:

  • open and maintain an account with third party payment service providers, such as PayPal, Stripe, or Payflow (Third Party Payment Account); and/or
  • establish a direct debit arrangement between You and Us (Direct Debit Arrangement). 

You agree to familiarise Yourself with the applicable terms of use governing the Third Party Payment Account and Direct Debit Arrangement.

If You make any payments for Fees with a credit or debit card or a Third Party Payment Account, You warrant that You are the cardholder or account holder and that the billing information provided is accurate, and You authorise Us to charge the designated credit or debit card or Third Party Payment Account for the total amount of the Fees (plus any applicable taxes). 

You agree that We may deduct any applicable Fees from the Third Party Payment Account pursuant to the Direct Debit Arrangement as each Transaction occurs. Where We do this, provided You have sufficient funds available under Your Direct Debit Arrangement, no further payment action is required by You.  Without limitation, You must pay Us any outstanding Fees or other amounts You owe to Us that are not deducted under the Direct Debit Arrangement within 7 days after We issue You an invoice in respect of the amount due.

If You register for or otherwise subscribe to an ongoing subscription with respect to Toast the Locals, You authorise Us to charge Your Third Party Payment Account pursuant to the Direct Debit Arrangement or Your credit card on a reoccurring basis depending on the applicable subscription period and as otherwise set out on the Website.  Certain Users, and access to certain of Our Services, may require You to register for an ongoing subscription as set out on the Website.

Where applicable, You agree to pay all GST and other similar taxes imposed in connection with Your use of Toast the Locals.  You are responsible for all internet service provider fees, telecommunication and other charges required for Your connection to, or use of, Toast the Locals.

If Your account is terminated or closed, or if the payment of any of Your Fees cannot be completed for any reason, You must pay Us all outstanding Fees plus any applicable interest upon demand.

All payments and purchases made in connection with Toast the Locals are in Australian dollars.  To the maximum extent permitted by law, and except as expressly provided otherwise in these Terms, We are not obliged to provide refunds of any Fees paid by You, however We may offer a refund where We determine that extenuating circumstances apply.

 

  1. Payment terms applicable to Sellers

Payment of Sale Proceeds

There are two payment options in relation to the sale proceeds with respect to the sale and purchase of Products and Event tickets and registrations through Toast the Locals (“Sale Proceeds”).  These two payment options are “TTL Payment Processing” and “Third Party Payment Account”.

Where the Seller uses TTL Payment Processing:

  • We will act as the Seller’s limited payment collection agent for the purpose of collecting the Sale Proceeds, Our Fees and any applicable taxes and royalties; and
  • subject to this clause 4, upon the Seller’s request in the manner set out on the Website, We will pay into the Seller’s nominated account the Sale Proceeds received by Us, less any amount We are entitled to deduct under this clause 4 or which is otherwise payable to Us; and
  • property in all Sale Proceeds that We collect vests legally in Us, and We hold all monies payable to the Seller from the Sale Proceeds on trust at all times for the Seller.

We may show the Seller the balance of their Sale Proceeds in the Seller’s Toast the Locals account, however this represents only a general unsecured claim against Us and is not a store of value or a deposit/current account.  For the avoidance of doubt, We do not and will not provide any banking, deposit taking, stored value, insurance or any other financial services to Sellers or any other User.

If We consent to the Seller using a Third Party Payment Account for processing payments of Sale Proceeds, the Seller will be responsible for collecting all Sales Proceeds and We will deduct Our Fees and any other amounts payable to Us under these Terms or otherwise in accordance with the Direct Debit Arrangement in place between Us and the Seller.

Deductions and amounts owing by the Seller

The Seller irrevocably authorises Us to deduct from any amounts payable by Us to the Seller under this clause 4 or otherwise, and to apply to Our own account, in and towards satisfaction of:

  • all Our Fees in respect of the Transaction and any other amounts which are or may become due by the Seller to Us; and
  • any taxes, royalties or fees (including fees charged by PayPal or other third party payment service providers) incurred by Us in connection with processing any Sale Proceeds via TTL Payment Processing.

The Seller must pay to Us all Our Fees and other amounts owing under these Terms or otherwise but not deducted under this clause 4 within 7 days of Us issuing the Seller an invoice in respect of the amount due.

Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Our sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.  The Seller agrees to indemnify Us from and against all costs and disbursements incurred by Us in recovering any amounts payable by the Seller to Us (including but not limited to internal administration fees and legal costs on a solicitor and own client basis).

Charge backs and refunds

Any credit card charge backs or reversals received by Us will be charged to the Seller, including any fees We are charged by third parties in respect of the charge back.

In the event of any charge backs, disputed Transactions or other circumstance that may pose significant exposure, risk or liability to Us (including with respect to any cancelled or rescheduled Events), We reserve the right to hold any amount the Sale Proceeds received by Us for a period of ninety days.  If such amounts are insufficient, upon request the Seller must immediately provide Us with sufficient funds to make refunds.

The Seller authorises Us to direct debit the Seller in accordance with the Direct Debit Arrangement between Us and the Seller for up to ninety days for any chargebacks or disputes received by Us in relation to Seller’s Events or Products (as the case may be).

Except to the extent these Terms expressly provide otherwise, the Seller is solely responsible for refunding purchasers of Products or Event tickets (as the case may be) in accordance with these Terms, all Applicable Laws and any other lawful terms and conditions of sale notified to the purchaser by the Seller during the purchase process. We are not be responsible or liable for any refunds, errors in issuing refunds or lack of refunds by the Seller.

We may determine to refund purchasers of Products or Event tickets (as the case may be) through Toast the Locals in the limited circumstance where payments have been processed by the TTL Payment Processing and We have not yet paid the relevant Sale Proceeds to the Seller in accordance with this clause 4.  If the Sale Proceeds held by Us are insufficient, upon request the Seller must immediately provide Us with sufficient funds to make such refunds.

  1. Vouchers

From time to time, We may offer vouchers on or through Toast the Locals for the purchase of Products and/or Event tickets via the Website (Vouchers).  If You purchase or use any Voucher, You must comply with the terms and conditions set out in this clause 5.  Further, You must ensure that any person that You allow to use Your Voucher complies with this clause 5.

Upon Your payment of the applicable purchase price for the Voucher, We will send the Voucher to the email address that You have provided Us.  You are responsible for ensuring that the email address You have provided Us is correct, and You agree that We are not liable if You make an error or if We otherwise cannot deliver the Voucher email for any reason that is outside Our control (such as Your spam filters, firewalls, or mailbox capacity).

Vouchers are only valid:

  • for 12 months from the date the Voucher is purchased from Us through the Website; or
  • if another expiry date is specified on the Voucher, until that expiry date,

and upon the expiry of the Voucher, any unused value will be lost and cannot be refunded or exchanged for cash.

Vouchers can only be redeemed for the purchase of Products or Event tickets (as applicable, depending on the Voucher) on or through the Website and in the manner set out on the Website.  Where the price of the Product or Event ticket purchased exceeds the value of the Voucher, the balance must be paid in the manner set out on the Website in order to complete the purchase. 

Vouchers may be used by any person holding the Voucher, and We are not responsible or liable if a Voucher is lost, stolen, damaged, impaired, corrupted, destroyed, deleted or used without permission or otherwise inconsistently with any of these Terms.  Vouchers cannot be redeemed for cash, cannot be reloaded, returned for a refund, used to purchase another Voucher, have their balance consolidated to a new gift voucher, or be replaced after they have expired.

We may cancel Your Voucher or block any transaction made through the use of Your Voucher if We reasonably determine that You are in breach of these Terms.

 

  1. Advertisement information and cookies

We may allow certain Users to post information (including advertisements or promotions) on the Website.  We are not responsible for any incorrect, inaccurate, incomplete or unreliable information provided by any User. Users are solely responsible for relying on any such information. You may not copy, duplicate, distribute, display, sell, translate, publish, transmit or modify any such information without express consent from Us.

Advertisements displayed on Toast the Locals (which may be delivered by Our advertising partners) may set cookies.  These cookies, which are industry standard and used by most websites, allow the ad server to recognise Your computer each time they send You an online advertisement to compile non-personal identification information about You or others who use Your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to You.  If You do not want information to be collected through the use of cookies, there is a simple procedure in most browsers that allows You to deny or accept the cookie feature.  Please be aware that denying the cookie feature may prevent You from taking full advantage of Toast the Locals.

 

  1. External sites and third party service providers

In using Toast the Locals, You may come across links or references to external links, service providers, merchants or suppliers.  We do not endorse, warrant, guarantee or make any promises about such external links or about any information, products or services they may supply to You.  Any transaction You have with these service providers are between You and them, and We do not get involved.

By accessing external website links to third party service providers and other sites through Toast the Locals, We do not promise that they are appropriate, that they work or that they are virus free.  You agree to take reasonable precautions in accessing and using such external links.

We accept no responsibility for any loss or damage that may arise from You accessing external links through Toast the Locals or from Your use of, or engagement or transaction with, any third party service providers.

 

  1. Products, Events and dealings between Users

Toast the Locals is a platform intended to facilitate the interaction between Users (specifically between Artisans/Event Hosts and consumers who are passionate about local food produce).  You acknowledge and agree that, to the maximum extent permitted by law:

  • You are solely responsible for any interaction, relationship, agreement or arrangements between You and any other User (including without limitation the sale and purchase of any Products from Artisans); 
  • We give no undertaking as to, and We are not liable for, the availability, quality, fitness for purpose or merchantability of any Product or Event advertised or sold on or through Toast the Locals or which are otherwise available at any Event;
  • We do not endorse or guarantee the accuracy of any Content posted or displayed on Toast the Locals and We are not liable for the availability, quality or fitness for purpose of any Content displayed on Toast the Locals;
  • any transaction or dealings You may enter with any other User or which otherwise arises through Your use of Toast the Locals is entirely at your own risk, and You agree to take reasonable precautions in all interactions with other Users; and
  • except where We determine otherwise, in no event will We be obliged to provide any refunds with respect to the purchase of any Products or Event tickets or registrations, and the User agrees that all claims with respect to such refunds must be made directly against the relevant Seller.

We are not obliged to verify the Content or any Event or Products provided or offered by any User or to otherwise conduct background checks on any User, Product or Event.  Any information displayed on Toast the Locals is intended to be general information only should not be considered advice or a recommendation to acquire any Product or service or attend any Event that may be displayed on Toast the Locals or to otherwise engage in any relationship or transaction with any User.  We will not be liable for any damages or loss that may arise from the conduct of any User in connection with the use of Toast the Locals, or from any decision made or action taken in reliance on any Content contained on or omitted from Toast the Locals. 

You agree to act in good faith with respect to any transaction or dealing You may have with any other User on or through Toast the Locals.  You acknowledge that any transaction or dealing You enter into with another User (including with respect to the purchase of any Product or ticket to attend any Event) is between You and that User, and may be subject to You entering into a separate, binding agreement with that User.  We are not a party to any such agreement or arrangement entered into by or between Users.

We are not responsible for resolving or dealing with any disputes, disagreements or matters in relation to any dealings between Users, and we are not obliged to be involved in such disputes, disagreements or matters in any way.  If You have a dispute with one or more Users, You release us (and our directors, employees and agents) 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.

 

  1. Information You provide

When You use Toast the Locals, You may send personal information to Us. We will use, store and handle this personal information in accordance with the requirements of the Privacy Act 1988 (Cth) that apply to Us and Our privacy policy which may be accessed at [URL].  Our privacy policy applies to You and Your use of Toast the Locals at all times.

We do not claim ownership of the information, Content or data (which may include personal information) that You provide to Us in using Toast the Locals (Your Information).  You (or Your licensors, as applicable) will continue to own any and all Intellectual Property in Your Information. However, You agree to grant Us a perpetual, non-exclusive, assignable, worldwide and royalty free licence (with a right to sub-licence) to use, store, reproduce, adapt, communicate, publish, display and/or distribute Your Information. This right continues even if You no longer use Toast the Locals

We will only use this information for the purposes of providing the Services; to promote Toast the Locals, Artisans, Event Hosts and Products, for completing transactions; for operating and improving Toast the Locals; for developing other products or services; and for any other purposes set out in Our privacy policy or these Terms. This means, for example, that We might use this information to compile statistical information for use in marketing Toast the Locals, to make improvements to it, or to develop complementary products or services.

If You are an Artisan or an Event Host, You acknowledge and agree that We may publish or communicate Your Information using third party social media platforms (such as Facebook) for the purposes of promoting You and Your Products.

You acknowledge that if We disclose Your Information to any third parties in accordance with these Terms, such third parties may have their own terms and conditions and/or policies with respect to the handling of such information, and You agree that We are not responsible or liable for any act or omission of any third party with respect to the handling of Your Information.

Without limiting the previous paragraph, if You use third party programs in conjunction with Toast the Locals (such as Facebook), You acknowledge that We may allow the providers of those third party programs to access such of Your Information as required for the interoperation of such third party programs with Toast the Locals.  We are not responsible for any disclosure, modification or deletion of Your Information resulting from any such access by third party program providers.

You agree that You are solely responsible for any Content that You provide or post to Toast the Locals.  You warrant and undertake to Us that any and all of Your Information provided by You or with Your authority (including, without limitation, with respect to any Product or Event):

  • is accurate, complete and up-to-date;
  • is not misleading or deceptive;
  • does not contravene any Applicable Laws or infringe any copyrights, trade marks or any other intellectual property rights or other rights of third parties, including the rights of publicity or privacy; and
  • otherwise complies with these Terms.

You agree that We may use and display Your Information without attribution of authorship and bearing Our name, even if that would, apart from these Terms, infringe Your moral rights.  You agree, to the extent permitted by law, not to enforce any claim for a breach of Your moral right of integrity of authorship under the Copyright Act 1968 (Cth) that You may otherwise have as a result of any act or omission by Us in respect of Your Information.

If You would like to know more about how We use, store or handle Your personal information, please contact Us at hello@toastthelocals.com.au.

 

  1. Additional terms applicable to Artisans

If You are registered as an Artisan or You otherwise list any Products for sale on Toast the Locals, the terms and conditions set out in this clause 10 apply to You and Your use the Services.

By listing a Product on Toast the Locals, You warrant and represent that:

  • You are legally able to sell the Product;
  • the Product does not comprise of illegal, prohibited, counterfeit, dangerous or stolen goods;
  • if the Product comprises wine or other alcoholic beverages or any other product for which you are required to hold a liquor licence, You warrant that You hold a current licence to sell that Product and that You must display Your licence number in the listing of the Product, and that such Products may only be traded within Australia; and
  • it is Your responsibility to be familiar with, and comply with, all Applicable Laws and these Terms in connection with the listing and sale of the Product (including, without limitation, the laws and regulations applicable to the sale of wine and alcoholic beverage in each State and Territory).

You also acknowledge and agree that in listing a Product on Toast the Locals, You:

  • must ensure that the listing only contains appropriate Content that is relevant to the sale of that Product;
  • must accurately describe the Product and the terms of sale applicable to the Product (including, without limitation, availability, shipping, returns and any other special considerations);
  • must ensure that Your terms of sale and any other selling policies comply with all Applicable Laws and any reasonable directions We may notify You of from time to time (including via the Website);
  • are responsible for completing any transaction that You enter into or participate in;
  • are solely responsible for enforcing and complying with Your terms of sale and any other selling policies with respect to the Product (including with respect to any refunds or replacements for damaged or faulty Products);
  • understand that all sales of Products made via Toast the Locals are binding;
  • upon the sale of any Product via Toast the Locals, You must promptly (and in any case, within 48 hours) dispatch the Product to the buyer and otherwise complete the transaction (except where the buyer does not comply with the applicable terms of sale); and
  • You must use all reasonable endeavours to ensure that the Product is appropriately packaged before it is dispatched to minimise the risk of damage to the Product during delivery.

When You make a sale of a Product through Toast the Locals, We may charge You certain Fees, as set out on Our Website or as otherwise notified to You, in accordance with clause 3 (payment terms applicable to Users) and clause 4 (payment terms applicable to Sellers) (Transaction Fee).

As an Artisan, You acknowledge that Your use of Toast the Locals does not entitle You to initiate contact with any other User independently of Toast the Locals, and You agree that You will not invite or attempt to procure any User to deal with You directly outside of Toast the Locals.  Without limitation, and unless we agree otherwise, You will not:

  • include any unsolicited promotional material in any correspondence to the User (whether pre-packaged with the delivery of Products or otherwise);
  • provide a link to Your own (or any third party’s) website or contact email address (whether on the Website, in any correspondence with any User, pre-packaged with the delivery of Products or otherwise); or
  • initiate contact with any User who has bought Your Products by email or otherwise for any reason other than to discuss the processing, progress and delivery of Your Products via Toast the Locals.

 

  1. Events

Unless expressly provided otherwise, Events are solely for persons at least 18 years of age.  If You buy or sell a paid ticket or registration for any Event, You acknowledge and agree that:

  • We may charge You a Fee in accordance with clause 3 (payment terms applicable to Users) and/or clause 4 (payment terms applicable to Sellers) as set out on Our Website or as otherwise notified to You (Event Fee);
  • the Event Fees may vary depending on any agreement We may have with the relevant Event Host;
  • where We charge an Event Host for the Event Fee, the Event Host may determine whether this Event Fee is passed on to the Event Attendee or absorbed into the ticket or registration price and paid by the Event Host out of the ticket and registration gross proceeds;
  • Event Fees charged to Event Attendees may include certain other charges, including but not limited to facility fees, royalties, taxes, processing fees and fulfillment fees (and, accordingly, the Event Fees charged to Event Attendees are not necessarily the same as those charged to the relevant Event Host or the standard Event Fees that may be specified on the Website);
  • with respect to any Event listed by an Event Host (other than Us), You acknowledge that the sale and purchase of tickets or registrations for the Event is a transaction between the Event Host and the Event Attendee, and You agree that any refunds that may be available with respect to the ticket or registration (such as if the Event is cancelled, rescheduled or significantly relocated) will be determined in accordance with the Event Host’s own refund policy, and, to the maximum extent permitted by law, in no event will We be obliged to provide any refunds with respect to any ticket or registration with respect to such an Event;
  • without limiting the previous paragraph, if an Event is cancelled, rescheduled or significantly relocated by Us or the Event Host (as the case may be), all liability is limited to the amount for which the ticket was purchased (including any fees or charges) and, unless required by law (including the Australian Consumer Law), neither We nor the Event Host will be liable for any other losses incurred by You as a result of the cancellation, rescheduling or relocation of an Event, including any travel and accommodation expenses;
  • refunds or exchanges will not be offered if You change Your mind, miss the Event or arrive late, or as a result of a change in Your personal circumstances; and
  • if You receive a refund for Your ticket, You will discard or destroy any ticket that You may have received from Us or the Event Host and You must not attempt to use it (or any copy of it) to attend the Event.

If You purchase a ticket for an Event, You must not resell or offer for resale the ticket at a premium (including via on-line auction or other unauthorised resale sites) or use the ticket for advertising, promotion or other commercial purposes (including competitions and trade promotions) or to enhance the demand for other goods or services.  If a ticket to an Event is sold or used in breach of this clause, that ticket may be cancelled without a refund and the ticketholder of the ticket may be refused admission.

With respect to any Event listed by an Event Host (other than Us), You acknowledge and agree that We do not have any control over that Event or the Event Host, and to the maximum extent permitted by law, We expressly disclaim all warranties of any kind, express or implied, with respect to the Event.  All transactions relating to such Events are between the Event Host and the Event Attendee, and to the extent permitted by Law You release Us from any dispute or claim with respect to such transactions.

You acknowledge that Events may carry inherent risk (which may include, for example, illness, bodily injury, disability or death), and that by attending or participating in any Event, You are wilfully and voluntarily assuming such risks.

To the maximum extent permitted by law, We do not:

  • make any promise or guarantee with respect to the quality, safety, accuracy, or legality of any Event or any Content associated with such Event;
  • make any representation or warranty with respect to the ability of any User to complete any transaction in connection with any Event;
  • accept any responsibility to You, and We disclaim all liability arising from, the acts or omission of all Users (including Event Hosts and Event Attendees) and any other third parties in connection with any Event or the Services;
  • accept any responsibility or liability for any costs that arise from non-compliance by Event Hosts (other than Us) with applicable procedures that must be implemented by Event Hosts to check the validity of tickets; or
  • accept any responsibility or liability for costs and/or damages arising in connection with the purchase of Event tickets through non-official means (such as third parties) or otherwise where the ticket has been fraudulently obtained or provided.

Event Attendees acknowledge and agree that they may be denied entry to, or removed from, an Event where We or the Event Host (as the case may be) has reasonable grounds to do so, including if the Event Attendee breaches the Terms, any Event specific terms notified on Our Website, or if the Event Attendee is intoxicated, under the influence of illicit drugs, inappropriately attired or adversely affecting the enjoyment of the Event by others.  Event Attendees must comply with any reasonable instructions relating to behaviour as set out on Our Website or as notified to You by Us or the Event Host (as the case may be).

  1. Additional terms applicable to Event Hosts

If You are an Event Host, then You must also comply with Our Event Host Terms and Conditions in addition to these Terms.

 

  1. Changes to Toast the Locals and its availability

We may change or improve Toast the Locals at any time.  For example, We may develop and distribute updates, enhancements or new features.  We may also restrict access to all or any part of Toast the Locals, stop making Toast the Locals available or modify its availability in any way. We are under no obligation to update any material that may be out of date at any given point in time.    

We will always try to give You notice of any changes to Toast the Locals or its availability before such changes take effect, although this may not always be possible.  To the maximum extent permitted by law, We do not accept liability for any damage or loss which You may suffer or incur as a result of such actions.

 

  1. Intellectual Property

We, and Our licensors (as applicable), own all Intellectual Property in and to Toast the Locals (including any updates, enhancements and new features), and any material published on Toast the Locals. This material includes, but is not limited to, the design, layout, look, appearance, graphics, trade marks, branding and logos. You must not copy, modify, distribute, sell or lease any part of Our Intellectual Property other than in accordance with this clause 14.

Toast the Locals, and the Content published on it, are protected by the copyright laws of Australia and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from Our Website for Your personal use and You may draw the attention of others within Your organisation to Content posted on Toast the Locals. You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way, and You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of Content on Toast the Locals must always be acknowledged. You must not use any part of the Content on Toast the Locals for commercial purposes without obtaining a licence to do so from Our licensors or Us.

If You print off, copy or download any part of Toast the Locals in breach of these Terms, Your right to use Toast the Locals will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.

 

  1. Prohibited uses

You must ensure that Your access to and use of Toast the Locals is not illegal or prohibited by any laws which apply to You.  You are responsible for anything You do, send or post on Toast the Locals.  You must not send or post anything that is offensive, infringes any person’s rights, is against any Applicable Law, or which We think is inappropriate.

You must ensure that Your access to, and use of, Toast the Locals is not illegal or prohibited by any Applicable Laws.  By using Toast the Locals, You represent and warrant that You will not:

  • rent, lease, resell, distribute, or use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorised manner;
  • infringe the rights of any other person, including without limitation any intellectual property rights;
  • defame another person;
  • provide false, misleading or inaccurate information to Us or any other User;
  • impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity;
  • post Content that is not accurate, complete or correct or may otherwise mislead or deceive other persons;
  • disclose another person's confidential information or otherwise contravene Your privacy obligations or any other person's privacy obligations;
  • reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to Toast the Locals, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us);
  • use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from Toast the Locals for any purpose, including without limitation use on third-party websites;
  • attempt to probe, scan, or test the vulnerability of Toast the Locals or any associated system or network, or breach security or authentication measures without proper authorisation;
  • post any Content that is illegal or may constitute or encourage any contravention of any applicable laws by any person;
  • threaten, offend or abuse another User;
  • remove or obscure any proprietary or other notices contained in Toast the Locals;
  • do anything which is otherwise, in Our view, inappropriate or harmful to Toast the Locals or other Users; or
  • encourage or assist any third party to do any of the above.

We may remove from, or refuse to display on, Toast the Locals anything that We think is inappropriate or in breach of these Terms in Our absolute discretion.

 

  1. Security and integrity

While We endeavour to adhere to best practice policies and procedures to prevent data loss, We do not guarantee that there will be no loss of data and We expressly exclude liability for any loss of data no matter how caused.

You must not violate the security of Toast the Locals in any way.  We may suspend or cancel Your account or Your access to Toast the Locals if We suspect any security violation. We may also inform any law enforcement body of any suspected unauthorised or criminal activity. Examples of security violations include:

  • attempting to gain unauthorised access to any part of Toast the Locals, servers or system infrastructure You were not intended to have access to;
  • interfering with or otherwise circumventing mechanisms in Toast the Locals intended to limit your use;
  • use Toast the Locals in a way that was not intended by Us;
  • attempting to reverse engineer Toast the Locals or any system or offering provided through it;
  • interfering with or disrupting (or attempting to interfere or disrupt) any servers or networks connected to Toast the Locals;
  • sending or storing any harmful code (including, for example, any computer virus, trojan, worm or other code that is harmful or disabling or which assists in or enables unauthorised access to or corruption of data); or
  • using any feature of Toast the Locals or any other means to send unsolicited commercial correspondence to other Users.

 

  1. Outcomes and use

We have spent a significant amount of time developing and refining Toast the Locals and are confident You will enjoy using it and find it useful. However, We cannot promise or guarantee any specific outcomes from the use of Toast the Locals. To the extent permitted by law, We do not make any representations or guarantees about the User experience, quality, or outcomes of any interactions that are initiated via Toast the Locals. You acknowledge that Toast the Locals is provided on an “as is” and “as available” basis and that, to the fullest extent allowed by law, we expressly disclaim all express and implied warranties including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

 

  1. Limitation of liability

By accessing and using Toast the Locals, You assume all risks associated with such access and use. You agree not to hold Us responsible for things other Users post or do.

As there are many factors beyond Our control that may affect the performance or compatibility of Toast the Locals with certain software or hardware, We cannot promise that Your use of Toast the Locals will be uninterrupted or error or defect free or that errors or defects in Toast the Locals will be corrected.

While We use reasonable measures to ensure the accuracy and currency of Content on Toast the Locals, We are not responsible for the Content supplied to or by Users or third parties. We make no guarantee that the Content on Toast the Locals is accurate or current. It shall be Your own responsibility to ensure that any Products, Events, services or information available through Toast the Locals meet Your specific requirements. Unless the context requires otherwise, information is for guidance only and is not intended to form any part of a contract.

To the maximum extent permitted by law, We (and Our directors, employees and agents) do not accept any liability for, and You agree to release Us (and Our directors, employees and agents) from any and all claims in relation to any loss, howsoever caused, suffered or incurred by You arising from:

  • Your use of Toast the Locals;
  • any interaction You may have with any other User (including without limitation any Artisan or Event Host or Event Attendee);
  • the promotion or conduct of any Event;
  • Your attendance at any Event;
  • the acts or omission of any User (including Event Hosts and Event Attendees) and any other third parties in connection with any Event or the Services;
  • Your purchase and consumption or any Product; and/or
  • any Content associated with a Product or Event,

(including without limitation any consequential losses or damages) and any liability We owe is limited, to the maximum extent permitted under law, to the Fees You have paid to Us to use Toast the Locals, or (if we choose) Us providing the relevant Service again or paying the cost of providing the Service again. To the extent allowed at law, in no event will We be liable for any direct, indirect, incidental, special, exemplary, consequential, or other damages (including, but not limited to, loss of profits, business interruption, loss of program or data), without regard to the form of action, whether under legislation, in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with Toast the Locals, or any Content, service, site or link displayed on or accessed through Toast the Locals.

 

  1. Indemnity and release

You agree to indemnify, defend and hold Us (and Our directors, employees and agents) harmless from and against all claims, liabilities, losses and expenses (including reasonable legal fees on a full indemnity basis) that arise from:

  • any activity which You engage in with or through Toast the Locals;
  • any breach of these Terms by You;
  • any breach of any rights of a third party by You;
  • any breach of any Applicable Law by You;
  • any transaction, dispute or other dealing between You and another person that arises from or through Toast the Locals; or
  • the quality, safety, or legality of any Product.

 

  1. Termination

We may suspend Your access to Toast the Locals (or any part of Toast the Locals), close Your account, or terminate Our agreement with You and Your access to Toast the Locals, if We reasonably consider that You are in breach of any provision of these Terms.  We may, at Our discretion, terminate Our agreement with You and Your access to all or part of Toast the Locals without the need to provide reasons.

All provisions of these Terms that by their nature should survive termination of these Terms will survive termination of these Terms for any reason (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections).

 

  1. Changes to these Terms

We may update these Terms at any time, with such updates taking effect when You next use Toast the Locals or after 30 days, whichever is sooner.  No other amendment to the agreement constituting these Terms will be effective unless made in writing, signed by You and by Us.

We will use reasonable endeavours to give You notice of any update to these Terms (which notice may be through the Website) before the change comes into effect, although this may not always be possible.

If You continue using Toast the Locals after an update takes effect, You are deemed to have agreed to the update and will be bound by these Terms as amended.

 

  1. Relationship

Nothing in these Terms or Your use of Toast the Locals creates any agency, partnership, joint venture, employment or franchise relationship between You and Us.

 

  1. Jurisdiction

These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation shall be governed by the laws of South Australia. You submit to the jurisdiction of the courts of South Australia in respect of any claim arising from, or related to, these Terms, although We reserve the right to bring proceedings against You for breach of these Terms in Your country of residence or any other relevant jurisdiction.

 

  1. Severance

If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void, unfair or unenforceable, the provision will, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and will not in any way affect any other circumstances of or the validity or enforcement of these Terms.

 

  1. Key terms

In these Terms, unless the contrary intention appears:

Applicable Law” means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, Toast the Locals and the posting of any Content on Toast the Locals and includes, without limitation, those relating to food safety, liquor licensing, advertising, equal opportunity, anti-discrimination, trade practices, fair trading, Intellectual Property, privacy and confidentiality, and the Australian Consumer Law.

Artisan” means a person that has:

  • completed registration on Toast the Locals to use the Services as an “Artisan” (as set out on the Website); and
  • who we have approved as an “Artisan” for that purpose,

including any employee, agent or representative of that person.

Content” means any information, data, text, graphics, photographs, videos, trade marks, logos, sounds, music, audio clips, artwork, computer code, software, scripts, written posts and comments, material, and interactive features generated, provided,  used, displayed, or otherwise accessible on or through Toast the Locals.

Direct Debit Arrangement” has the meaning given to that term in clause 3 (payment terms applicable to Users).

Event” means an event that is listed or displayed on Toast the Locals, whether by Us or an Event Host.

Event Attendee” means a User that registers for, purchases a ticket for, attends or otherwise participates in an Event.

Event Host” means a User (other than Us) that wishes to host an Event and has:

  • completed registration on Toast the Locals to use the Services as an “Event Host” (as set out on the Website); and
  • who we have approved as an “Event Host” for that purpose,

including any employee, agent or representative of that person.

Fee” means any fee charged by Us for the User’s use of Our Services (including without limitation any applicable Transaction Fees and Event Fees).

Insolvency Event” means an event that occurs when a party:

  • is in liquidation or provisional liquidation or under administration;
  • has a controller as defined in the Corporations Act 2001 (Cth), or an analogous person appointed to it or to any of its property;
  • is taken under section 459F(1) of the Corporations Act 2001 (Cth) to have failed to comply with a statutory demand;
  • is unable to pay its debts or is insolvent;
  • dies, ceases to be of full legal capacity or becomes incapable of managing its own affairs for any reason;
  • takes any step that could result in the party becoming an insolvent under administration as defined in section 9 of the Corporations Act 2001 (Cth);
  • enters into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; or
  • is affected by any analogous event.

Intellectual Property” means any registered or unregistered rights in any copyrights, patents, inventions, discoveries, trade marks, processes, systems, methods, know-how, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.

Products” means any fruit, vegetables, food produce, beverage or any other goods or services listed by a User on Toast the Locals or which is otherwise available for purchase at an Event.

Related Body Corporate” has the meaning prescribed in the Corporations Act 2001 (Cth).

Services” means the services, information, products and/or resources provided by Us with respect to Toast the Locals, or any other communication we may have with Users in accordance with these Terms.

Seller” means an Artisan or an Event Host, as the case may be.

Terms” means these terms and conditions.

Third Party Payment Account” has the meaning given to that term in clause 3 (payment terms applicable to Users).

Transaction” means any transaction conducted between Users on or through Toast the Locals, including with respect to the sale and purchase of any Product, or any ticket or registration for any Event.

User” means any person who has access to, or otherwise uses, Toast the Locals, including without limitation Artisans, Event Hosts and Event Attendees.

Website” means the website operated by Us at www.toastthelocals.com.au and includes, without limitation, any subdomains and services associated with such website.

We”, “Us”, “Our” means Toast the Locals Australia Pty Limited ABN 82 626 348 909 of Registered Office C/- NF Practice Pty Ltd. Suite 21, 168 Melbourne Street North Adelaide SA 5006 and its related bodies corporate and associates (as defined in the Corporations Act 2001 (Cth))

You”, “Yourself”, “Your” means any person, company or organisation who is a User.

 

Feedback and reporting misconduct

We encourage all Users to report any misconduct experienced while using Toast the Locals by contacting Us at hello@toastthelocals.com.au.

 

Further information

If You have any questions about these Terms or would like any further information, please contact Us at hello@toastthelocals.com.au.

We appreciate your interest and thank you for visiting Toast the Locals.