AXIchain

1. Interpretation

(a) Where the first letters of a word or term are capitalised, their meaning is to be found in the Dictionary at clause 9.

(b) This Agreement is to be interpreted according to the principles described in the Interpretive Rules at clause 10.

2. Registration

2.1 Registration

Registration must be completed for the Customer and its Eligible Users before using any Platform.

2.2 Accuracy of Customer particulars

Customers warrant that the details supplied during Registration:
(a) are complete and accurate; and

(b) will promptly be updated if those details change or an Eligible User ceases to be an Eligible User.

2.3 Warranties

By registering, and continuing, to use any Platform the Customer warrants that it:
(a) is solvent and not under administration or bankrupt;

(b) and all Eligible Users are over the age of 18;

(c) it will promptly notify AXIchain if there is any actual or suspected unauthorised use of any username or password of an Eligible User; and

(d) has duly authorised the person accepting this Agreement to do so on its behalf

3. Access

3.1 Platforms

(a) AXIchain grants the Customer access to the Platforms for the Term, upon the terms and conditions in this Agreement.

(b) The Customer shall not have or acquire any other rights in the Platforms or Underlying Systems whatsoever.

3.2 Authorisations

The Customer is solely responsible for obtaining any licence, authorisation, consent or other permission to enable it and its Eligible Users to use the Platforms in the manner contemplated by this

3.3 Conditions

The Customer must and procure that its Personnel must:
(a) use the Platforms only in accordance with this Agreement and for the Purpose;

(b) use the Platforms only in a manner that is:

1. lawful;
2. does not infringe the rights, or interfere with the contractual obligations, of any third party; and
3. is not incorrect or misleading;

(c) not use the Platforms:

1. to transmit any advertising, virus, spyware, malware, worms, Trojan horses or similar;
2. to decipher any passwords, security encryption codes;
3. in such manner as to impose an unreasonable burden on the Platform or the Underlying Systems;
4. in any way that may impair the functionality of the Platforms or the Underlying Systems; or
5. in any way as to interrupt the use of the Platforms by others;

(d) not use the Platforms by any automated means or to use any search/retrieval, screen scraping, data mining (or similar data gathering) device, application or process;

(e) not resell or make available the Platforms or any part of them to any third party or otherwise commercially exploit them;

(f) not permit any third party other than an Eligible User to use or otherwise have access to the Platforms;

(g) not attempt to circumvent or undermine any security measure within the Platforms or the Underlying Systems;

(h) not attempt to view, access or copy any part of the Platforms or Underlying Systems other than:

1. that to which the Customer is permitted to access; and
2. to the extent necessary for the Customer and its Eligible Users to use the Platforms in accordance with this Agreement;

(i) not attempt to decompile, disassemble, translate, reverse engineer or otherwise derive source code from the Platforms or Underlying Systems;

(j) not attempt to modify or create any derivative works based on the Platforms;

(k) ensure that such of the Customer’s Personnel as may use the Platforms:

1. are Eligible Users;
2. use the Platforms by entering a unique username and password;
3. keep their username and password secure;
4. not impersonate another person or Eligible User when using the Platforms;
5. not attempt to circumvent any restriction imposed under clause 3.4 as (for example) by obtaining a new Licence or Registering a new username; and
6. use the Platforms in accordance with this Agreement; and

(l) promptly inform AXIchain (with full particulars) of any breach of this clause 3.1.

3.4 Suspension of access, etc

The Customer acknowledges that AXIchain may:

(a) monitor and obtain information about Eligible Users’ use of the Platforms and the Underlying Systems;

(b) prevent or restrict access to the Platforms by the Customer or an Eligible User whenever it reasonably apprehends an actual or potential breach of this Agreement, in such manner as it may determine in its absolute discretion; andli>

(c) remove any Data which, in AXIchain’s reasonable opinion is unlawful, unwelcome or otherwise amounts to a breach of this Agreement.

3.5 Reliability and availability

(a) AXIchain will use its best efforts to ensure that the Platforms is available during normal business hours in the Territory, but the Customer acknowledges and agrees that:

1. the Platforms may be unavailable from time to time for the reasons described in paragraph (b);
2. the Platforms depend upon, and interoperate, with the Underlying Systems and no warranty is given as to the reliability or availability of the Underlying Systems;
3. the Platforms operate with the internet, which is not secure and AXIchain cannot guarantee that malicious or fraudulent third parties will not infiltrate the Platforms;
4. the Platforms are driven by software and no warranty is given that the Platforms are error-free; and
5. AXIchain will not be liable for any loss or damage incurred as a result of any temporary unavailability of the Platforms contemplated by this paragraph (a).

(b) AXIchain reserves the right to:

1. correct any errors in;
2. upgrade, maintain, tune or backup;
3. amend, add or remove features in, redesign, improve or otherwise alter, the Platforms at AXIchain’s sole and absolute discretion.

(c) AXIchain will use reasonable efforts to inform the Customer of any planned or expected unavailability of the Platforms and restore the availability of the Platforms as soon as practicable.

3.6 Referral links and third-party content

(a) Third-party advertising and referral buttons containing hyperlinks may appear on Platforms and may be paid for by the third-party for the commercial purpose of promoting its goods or services.

(b) If the Customer accesses and uses the said hyperlinks, AXIchain may earn a payment for that advertising or referral.

(c) None of the said advertising or referral buttons constitute a recommendation or endorsement by AXIchain or its officers or employees.

(d) To the fullest extent permitted by law, AXIchain:

1. makes no warranty or representation regarding the quality, accuracy, merchantability or fitness for purpose of information, products, services or offers available through third-party websites; and
2. disclaims any liability arising from the Customer’s interaction with a third-party or a third-party’s website.

(e) Third-party websites may be displayed on the Customer’s browser framed by a Platform but AXIchain is not responsible for, and is not the author of, third-party website content.

4. Fees

4.1 Invoicing and payment

(a) The Customer will pay AXIchain the Fee plus any applicable GST.

(b) The Customer must pay the Fee:

1. in full;
2. without deduction, set-off or counterclaim whatsoever; and
3. in cleared funds.

4.2 Payment default

(a) At any time that a Fee is overdue by more than 7 days, the Customer’s access to the Platforms may be suspended.

(b) The Customer shall be liable to pay interest on overdue Fees from the due date at the rate prescribed from time to time by the Penalty Interest Rate Act 1983 (Vic).

4.3 Changes

(a) AXIchain shall have the right to alter the Fee from time to time.

(b) The Customer will be given 30 days’ notice of any change to the Fee and thereafter will be deemed to have accepted such change.

5. Data

5.1 Access to Data

(a) The Customer grants to AXIchain a worldwide, non-exclusive, fully paid-up, transferable, irrevocable licence to use, store, copy, modify, make available, republish and communicate the Data for any purpose.

(b) To the extent necessary to enable AXIchain to exercise its rights under paragraph (a), the Customer consents to any act or omission by AXIchain that would otherwise infringe the Customer’s moral rights (as defined in the Copyright Act 1968 Cth)).

5.2 Analytical Data

(a) AXIchain may use the Data and information about the Customer’s use of the Platforms to generate anonymised and aggregated statistical and analytical data which may be:

1. used for internal research and development; and
2. supply such statistical and analytical data to third parties.

(b) Title to and all Intellectual Property Rights in data generated pursuant to paragraph (a) is and remains the property of AXI.

(c) The rights conferred by this clause 5.2 shall survive Termination.

5.3 Privacy

(a) The Customer acknowledges and agrees that, to the extent that the Data contains Personal Information, AXIchain is acting as the agent of the Customer for the purposes of a Privacy Law in collecting, holding and processing the Personal Information through the Platforms.

(b) It is the Customer’s responsibility to obtain any consent relevant to paragraph (a).

(c) It is the Customer’s responsibility to de-identify, encrypt, otherwise secure Personal Information before processing through the Platforms.

(d) AXIchain will manage Personal Information in accordance with its privacy policy as amended from time to time and located here.

(e) AXIchain may use Cookies on the Platforms.

(f) The Customer consents to be contacted by AXIchain or their agents for the purpose of marketing and acknowledges that it is entitled to revoke that consent.

5.4 Storage and backup

(a) The Customer is responsible for keeping a backup of all Data.

(b) The Customer acknowledges and agrees that Data may be stored in, and accessed from, secure servers overseas.

5.5 Accuracy of Data

The Customer is solely responsible for the accuracy and completeness of all Data and indemnifies AXIchain against any claims whatsoever arising from the inaccuracy or incompleteness of Data.

6. Intellectual Property and Confidentiality

6.1 Ownership

All Intellectual Property in the Platforms and the Underlying Systems is and remains the property of AXIchain and the Customer must not assert or contest ownership of the same.

6.2 Trademarks

(a) AXIchain’s logos appearing on the Platforms and the Website and the phrase "Join the Global Economy with AXIchain Digital Supply Chain" are trademarks of AXIchain.

(b) The look and feel of the Platform and the Website (including all button icons, scripts, custom graphics and headers) are the trademarks, service marks and/or trade dress of AXI and may not be used, copied or imitated, in whole or in part, without the prior written consent of AXIchain.

(c) The Platform and the Website may feature trademarks, service marks and logos of third parties and these are the property of their respective owners.

6.3 Feedback

If the Customer provides any ideas, comments or suggestions relating to the Platforms or the Underlying Systems, AXIchain may use or disclose the same for any purpose without fees or liability.

6.4 Confidentiality

The Customer must:
(a) keep the Confidential Information in confidence; and

(b) implement and maintain reasonable security measures to safeguard such confidence.

7. Liability

7.1 Exclusions and modifications

(a) The Competition and Consumer Act 2010 (Cth) may confer rights, guarantees and remedies on the Customer in relation to the provision of the Platforms which cannot be excluded and which this Agreement shall not be understood to exclude.

(b) Subject to paragraph (a) and the to the fullest extent permitted by law”

1. all conditions, warranties and other terms which would be implied or otherwise incorporated into this Agreement as binding on AXIchain are excluded;
2. the Customer’s use of the Platforms is at its own risk;
3. the Platforms are provided on an ‘as is’ basis and AXIchain does not warrant that the Platforms will be:
1. free from errors, interruptions, viruses, worms, Trojan horses or similar components;
2. compatible with, and will not cause damage to, the Customer’s information technology systems;
4. AXIchain disclaims responsibility for any:
1. direct, indirect, incidental, consequential, special or exemplary damages, losses, costs or expenses;
2. loss of profit, expectation or goodwill;
3. personal injury or death; or
4. loss or damage arising from the exploitation of any security vulnerability by a malicious or fraudulent third party.

(c) Where legislation or a rule of law precludes an exclusion under this clause 7.1, liability of AXIchain to the Customer is limited to (at the option of AXIchain):

1. supplying the Platforms again; and/or
2. the costs of having the Platforms Supplied again.

(d) Each party must take reasonable steps to mitigate any loss or damage suffered as a result of any breach of this Agreement, whether the Agreement has been terminated or not.

(e) To the fullest extent permitted by law, the maximum aggregate liability of AXIchain shall be equal to the amount of the Fees paid in respect of the Platform giving rise to liability.

(f) No party shall be liable to another for any loss or damage to the extent that the same was caused by the fault of the other party.

7.2 Third Party Applications

(a) The Customer acknowledges that the Platforms may incorporate third party applications or services unless expressly provided otherwise.

(b) AXIchain gives no warranty (including as to fitness for any purpose) about, and to the extent permitted by law assumes no liability for, such third-party applications or services.

(c) The Customer grants to AXIchain permission to allow any such third-party application and its provider access to such of the Data as is required for the interoperation of that application with the Platforms and agrees that AXIchain shall not be responsible for any disclosure, modification or deletion of Data resulting from such access.

7.3 General indemnity

The Customer indemnifies AXIchain against loss or damage arising from a breach of this Agreement.

8. Miscellany

8.1 Termination

(a) The Customer may terminate this Agreement upon 30 days’ notice to AXIchain.

(b) Upon Termination, the Customer must immediately cease accessing and using, and procure that all its Personnel cease accessing and using, all Confidential Information, the Platforms and the Underlying Systems.

(c) Termination shall not affect accrued rights nor any extant obligation in respect of any transaction not yet completed.

(d) Clauses 3.1, 4.1, 5, 6, 7, 8.5 and 8.7 shall survive Termination.

8.2 Variation

AXIchain reserves the right to vary the terms of this Agreement from time to time upon 30 days’ written notice of such change on the Website.

8.3 Waiver

A provision of this Agreement or a right created under it is not waived unless in writing signed by the party granting the waiver.

8.4 Rights

(a) AXIchain may exercise a right at its discretion and separately or together with another right.

(b) If AXIchain exercises a single right or only partially exercises a right, then that it may still exercise that right or any other right later.

(c) If AXIchain fails to exercise a right or delays in exercising a right, then it may still exercise that right later.

(d) The rights and remedies provided in this Agreement are cumulative with and not exclusive of the rights and remedies provided under general law.

8.5 Assignment

(a) This Agreement is for the benefit of the parties and their successors and assigns.

(b) The parties and their successors and assigns are bound by this Agreement.

(c) The Customer may not assign this Agreement without the express prior written consent of AXIchain.

(d) The rights and obligations of the parties will survive any assignment.

8.6 Remedies

(a) The Customer acknowledges that damages may not be an adequate remedy for the loss and damage arising from a breach of clauses clauses 3.1 and 6.

(b) Without limitation, AXIchain may be entitled to seek injunctive or other equitable relief for a breach of the said clauses.

8.7 Force Majeure

(a) Neither party is responsible for any failure to perform its obligations under this Agreement if it is prevented from, or delayed in, performing those obligations by a Force Majeure Event.

(b) Where there is a Force Majeure Event, the party prevented from, or delayed in, performing its obligations under this Agreement must immediately notify the other party giving full particulars of the Force Majeure Event and the reason such event has prevented or delayed performance.

(c) The parties must use reasonable efforts to mitigate the effect of a Force Majeure Event and to perform this Agreement according to its terms.

(d) After a Force Majeure Event has ended, the affected party must, as soon as reasonably practicable, recommence the performance of its obligations under this Agreement.

(e) A Force Majeure Event does not relieve a party from an obligation which arose before the Force Majeure Event, nor does it affect any obligation of payment.

8.8 Applicable Law

This agreement shall be governed by the law applicable in the State of Victoria, Australia.

9. Dictionary

Unless the contrary intention appears, capitalised words and phrases have the meanings set out below:
Agent means an agent of a Buyer or Seller;
Agreement means the agreement between the Customer and AXIchain comprising these Terms of Use;
Associated Entity has the same meaning as in the Corporations Act 2001 (Cth);
Business Day means a day that is not a Saturday, Sunday or public holiday in the location in which a Contract of Sale is concluded;
Buyer means a Customer (including their Agent) who buys a Lot pursuant to a Contract of Sale;
Claims means any proceedings, claims or demands whatsoever and includes any liabilities, losses, damages, costs or expenses incurred or suffered howsoever;
Collection refers to the moment and place when a Buyer takes delivery of Product pursuant to a Contract of Sale;
Confidential Information means:
(a) any information that is not public knowledge or has become public knowledge due to a breach of this Agreement; and

(b) and that is obtained from AXIchain about the Platforms or the Underlying Systems;

Contract Price means the price of a Lot as stated in a Contract of Sale;
Contract of Sale means a contract between a Seller and a Buyer made though Smart Trader for the sale of a Lot;
Cookie means a small data file that is stored in the hard drive of a computer accessing the Platforms for the first time and which will allow AXIchain to recognise the computer, the Eligible User, the date and time of visits, the pages viewed, time spent using the Platforms, and websites visited just before and just after the Platforms;
Data means all data, content and information (including Personal Information) owned, held, used or created by or on behalf of the Customer that is stored using, or entered into, the Platforms;
Deposit means any part of the Contract Price designated in the Contract of Sale as a deposit;
Delivery means delivery ot the Products the subject of a Contract of Sale at the time and place or otherwise as described in clause 15
Duties means stamp duty payable in respect of the sale of livestock under any state or territory law;
Eligible User means an individual being Personnel of the Customer or an Associated Entity of Customer who:

(a) is based in the Territory;

(b) Is employed in the Customer’s usual business or otherwise authorised to act as agent of the Customer, in the Territory; and

(c) has been allocated a username and password during Registration;

ESI means Export Slaughter Interval;
Fee means the separate and total fees and charges applicable to each Platform;
Final Price means the price payable for a Lot determined in accordance with clause 14.3, less any Deposit already paid;
Force Majeure Event means an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent provided that event or circumstance is limited to the following:

(a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, sabotage, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority;

(b) ionising radiation or contamination, radioactivity from any nuclear fuel or waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component;

(c) earthquakes, flood, tsunami, fire, explosion, volcanic activity, landslide or other physical natural disaster, but excluding weather conditions regardless of severity;

(d) strikes or industrial disputes at a national level, or strikes or industrial disputes by labour not employed by the affected party, its subcontractors or its suppliers, and which affect an essential portion of the works, but excluding any industrial dispute which is specific to the performance of the works or this contract;

(e) contagion, pestilence, plague epidemic, pandemic or other public health crisis;

(f) the actions of any governmental or competent authority in connection with the above, including quarantine and similar restrictions;

Grid means, in respect of a Buyer that is an abattoir, the Buyer’s pricing grid;
GST has the same meaning as in the GST Act;
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property means any copyright or other intellectual or industrial property or right anywhere in the world, whether subsisting now or in the future in or relating to the Platforms including a right in or relating to:

(a) any confidential information, proprietary information, trademark (whether registered or not), trade name, trade secret, idea, know-how, literary work, artistic work, software or computer program or any other work or subject matter in which copyright, a moral right or any similar or analogous right may, or may upon creation of the work or subject matter, subsist;

(b) a design, whether or not registered or registrable as a design or any similar or analogous right;

(c) a Platforms, process, method, technique or any other invention or discovery, whether or not registered or registrable as a patent, innovation patent or any similar or analogous right; or

(d) any improvement, development or modification regarding anything referred to in paragraph (a), (g) or (h) above;

Levies mean any levies payable on the sale of Product under any Commonwealth law;
Licence means a non-exclusive, non-transferable, non-sublicensable licence for Eligible Users to use the Platforms for the Term within the Territory;
Listing means a description entered in Smart Trader of a Lot comprising Products and the terms under which the Lot is available for sale;
Listing Rules means any rules relating to Listings as published on the Website from time to time;
Livestock means:

(a) any non-human animal, and any fish or bird, whether wild or domesticated, embryo, egg intended for hatching or bee; and

(b) in relation to a Listing, the animals described in that Listing;

Lot means one or more Products offered for sale in a single listing or sold in a single Contract of Sale;
Incoterms is a registered trade mark of the International Chamber of Commerce (ICC) and refers to the pre-defined international commercial terms published by the ICC from time to time;
NLIS means a National Livestock Identification System;
NVD means National Vendor Declaration;
OTH means over the hooks;
Personal Information has the same meaning as in the Privacy Act 1988 (Cth);
Personnel includes officers, employees, agents, contractors, consultants and other representatives whatsoever;
PIC means Property Identification Code;
Platforms means such of:

(a) Farm

(b) Smart Trader

(c) mNVD;

(d) TransTrack;

(e) Abattoir; and

(f) AXIpay,

as the Customer has Registered for;

PPSA means Personal Property Securities Act 2009 (Cth);
Privacy Law means:

(a) Privacy Act 1988 (Cth); and

(b) any other applicable privacy law;

Processing means the process of taking Livestock, slaughtering it and then breaking it down into meat products;
Product means:

(a) Livestock;

(b) Processed meat;

(c) gametes, fluids, tissue or other material from plants or animals; or

(d) agricultural commodities;

Purpose means the usual business of the Customer;
RCTI means a Recipient Created Tax Invoice and has the same meaning as in the GST Act;
Registration means the process by which a Customer enters details required by AXIchain;
Seller means a Customer (including their Agent) who sells a Lot pursuant to a Contract of Sale;
Settlement means settlement of the purchase of the Property;
Term means the period of time commencing upon Registration and ending on Termination;
Termination means the ending of this Agreement, including:

(a) as provided by this Agreement;

(b) under general law; or

(c) by expiry of the Term;

Territory means the place(s) or area(s) for which a Platform has been Registered to a Customer;
Underlying Systems means the software, hardware, IT solutions, systems and networks used to provide the Platforms, including any third-party applications, systems and networks; and
Website means the site located at the domain https://www.AXIchainchain.io.

10. Interpretive Rules

(a) In this Agreement, unless context indicates a contrary intention:

1. clause headings are for convenience and do not affect interpretation;
2. a reference to a party includes that party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
3. a word or phrase that is derived from, or another form of, a defined word or phrase has a corresponding meaning;
4. the singular includes the plural and vice-versa;
5. words importing one gender include all other genders;
6. time shall be of the essence and a reference to a time or date in connection with the performance of an obligation by a party is a reference to the time and date in Victoria, Australia, even if the obligation is to be performed elsewhere;
7. monetary references are to Australian Dollars and exclude any applicable GST unless otherwise stated;

(b) Nothing in this Agreement shall be interpreted against the interests of a party only because that party is responsible for preparing this Agreement or for inserting the provision in question.

(c) This Agreement constitutes the entire agreement of the parties in respect of the subject matter of this Agreement and supersedes all prior discussions, undertakings and agreements.

The terms in this section apply to the use the Farm Platform (Farm)

11. Acknowledgements by Customer

The Customer acknowledges and agrees that:

(a) Farm comprises a suite of tools and calculators for quick reference;

(b) Farm is not intended to be used to backup any Data;

(c) AXIchain does not review, verify or edit any Data and has no obligation to do so;

(d) AXIchain does not warrant that the calculations performed by Farm are error free or suitable for the Customer’s intended use or circumstances;

(e) by providing the tools and calculators comprising Farm, AXIchain does not provide any advice to the Customer;

(f) it is the Customer’s sole responsibility to ensure that the calculations performed by Farm are checked before relying on them;

(g) by using Farm, the Customer takes full responsibility for the final values, outputs and other results generated by it.

The terms in this section apply to the use of the Smart Trader Platform (Smart Trader)

12. Role of AXIchain

12.1 General

(a) Smart Trader facilitates the conclusion of Contracts of Sale for Products, by providing an electronic marketplace via the internet;

(b) AXIchain is only a provider of the service described in paragraph (a) and an administrator of Smart Trader;

(c) nothing in this Agreement shall be read or understood to mean that AXIchain is a Seller or Buyer of any Product; and

(d) AXIchain acts as an independent contractor to each of the Seller and Buyer and not as an agent for either of them.

12.2 Acknowledgments

The Customer acknowledges and agrees that:

(a) AXIchain may, but is not required to, assess or verify the truth or accuracy of any Listing or any other information provided through Smart Trader;

(b) by conveying information through a Listing or subsequent communications to or from the Customer, AXIchain is acting as a mere conduit and shall not thereby be taken to have made any representation to any party;

(c) AXIchain does not give any warranty, advice, endorsement or recommendation in relation to Products, including their quality or suitability for any purpose; and

(d) the terms and conditions contained in this Agreement are subject to legislation or regulation in the location in which the sale takes place and do not derogate from the rights and duties of Buyers and Sellers thereunder.

12.3 Liability

(a) Nothing in this Agreement shall be read or understood to render AXIchain liable to the Buyer as Seller, or the Seller as Buyer, nor to permit either the Buyer or the Seller to claim or set off against AXIchain any right that either may have against one another;

(b) To the maximum extent permitted by law, AXIchain accepts no responsibility whatsoever for the accuracy or completeness of any Listing or the performance of any Contract of Sale.

(c) To the maximum extent permitted by law, AXIchain excludes all express and implies warranties and guarantees about Products other than as set out in this Agreement.

(d) Each of the Seller and Buyer severally hold AXIchain harmless for any Claims arising from or in relation to:

1. a description or other representation in a Listing;
2. communications between the Seller and Buyer through Smart Trader;
3. the fitness of any Product for a particular purpose (whether or not that purpose was known to AXIchain);
4. the Seller’s title to any Product or any encumbrances over any Product;
5. the pedigree status of any Livestock or meat product;
6. the performance attributes of any Product; or
7. the condition of any Product upon Delivery.

(e) The Seller indemnifies AXIchain against any Claims arising from or in relation to:

1. a breach of the Contract of Sale by the Seller;
2. a breach of the Listing Rules or this Agreement by the Seller;
3. any negligent act or omission by the Seller;
4. any misleading or deceptive statement or representation by the Seller;
5. the Seller’s title to any Product or any encumbrances over any Product; or
6. the condition of any Product upon Delivery.

(f) The Buyer indemnifies AXIchain against any Claims arising from or in relation to:

1. a breach of the Contract of Sale by the Buyer;
2. a breach of this Agreement by the Buyer;
3. the failure by the Buyer to take delivery of the Lot or any part thereof, within the time required by this Agreement; and
4. any negligent act or omission of the Buyer.

(g) If, notwithstanding this clause 12.3, AXIchain becomes liable to the Seller or Buyer for any reason, then (and to the extent permitted by law):

1. the liability of AXIchain is limited to the lesser of:
1. the Buyer’s or Seller’s (as the case may be) direct losses; and
2. that Final Price of the Lot;
2. the liability of AXIchain is reduced or limited to the extent that the Buyer or Seller (as the case may be) causes or contributes to the loss or damage;
3. is limited to the Final Price of the Lot; and
4. AXIchain shall not be liable for any third-party loss or damage, nor any loss of profits, production, progeny of livestock, expectation, opportunity or reputation, howsoever caused (including by negligence) and whether foreseeable or not.

13. Listings

13.1 Compliance with Listing Rules

(a) Listings must comply with the Listing Rules.

(b) A breach of this clause 13 or the Listing Rules may result in:

1. removal or deactivation of the Listing; or
2. limitation or suspension of the Customer’s or an Eligible User’s ability to create future Listings.

(c) AXIchain reserves the right to make judgements in its sole discretion about whether a Listing complies with the Listing Rules.

13.2 Warranties

(a) By placing a Listing, the Customer warrants that:

1. the Listing accurately describes the Lot;
2. the Customer is entitled to offer the Lot for sale on the terms and conditions stated in the Listing;
3. the Customer is the owner of the Products comprised by the Lot or is otherwise authorised by the
owner to sell the Product and to convey clear title in them;
4. if any part of the Lot is encumbered, it will be unencumbered before Delivery; and
5. any Livestock is identified by a visual or electronic device in compliance (if applicable) with NLIS and any other applicable laws.

(b) The warranties in paragraph (a) are:

1. given in favour of the Buyer and AXIchain;
2. given at all times while the Listing is extant and until Delivery.

(c) If any female Livestock is described in a Listing as having been served, mated, running with the bulls or depastured:

1. that description shall not amount to an express or implied warranty or representation that the animal has actually conceived; and
2. the Seller shall not be liable if the animal fails to give birth.

(d) If any female Livestock is described in a Listing as unjoined, the Seller is not liable if the animal subsequently gives birth.

14. Transactions

14.1 Contracts of sale

(a) A Contract of Sale is concluded when a Buyer and a Seller digitally sign the Contract of Sale.

(b) A Listing and all subsequent communications before the Contract of Sale is concluded are only invitations to treat. (c) A Contract of Sale creates a binding agreement between a Buyer and Seller according to its terms and the terms of this Agreement (to the extent not inconsistent).

(d) Subject to any terms in the Contract of Sale to the contrary, a Contract of Sale shall be governed by the laws of Victoria, Australia.

14.2 Obligations of Buyer and Seller

(a) The Buyer and the Seller agree to be bound by the Contract of Sale and must do everything reasonably necessary and co-operate to perform the Contract of Sale according to its terms and this Agreement, provided that the Buyer shall not be required to perform any of its obligations under this Agreement until:

1. the Deposit has been paid; and
2. the balance of the Contract Price has been received or secured by Smart Trader and the Seller informed.

(b) The Buyer and Seller (and not AXIchain) are solely responsible for complying with any international, federal and state laws whatsoever that may govern the sale, purchase, transport, import and export of the Products.

(c) Without limitation to paragraph (b):

1. the Buyer must notify the administrators of NLIS of the sale of Livestock within the applicable time (and releases the Seller of any obligation to do so);
2. the Seller must notify the secretary of any breed society applicable to the Livestock of which the Seller is a member of the name and address of the Buyer and pay any associated fees within the applicable time;
3. the Buyer and Seller must pay all Levies and Duties imposed upon each of them under any law.

(d) The Buyer and the Seller must comply with their respective duties under the Australian Animal Welfare Standards and Guidelines for the Land Transport of Livestock and co-operate with each other to ensure compliance.

(e) The Buyer must, at its sole cost and until Delivery:

1. maintain the Products in good and sound condition consistent with the description in the Listing;
2. keep the Livestock on reasonably good feed and water;
3. pay careful attention to the Livestock; and
4. if applicable, keep suckling Livestock on their mothers.

(f) The Seller must furnish the Buyer with any documents, certificates, declarations or similar as are necessary to facilitate the transport, import or export of Products.

14.3 Final Price

(a) The Final Price of the Lot shall be:

1. where the Contract Price is per head of Livestock, the number of animals multiplied by the price per head;
2. where the Contract Price is on the basis of live weight of Livestock, the total of the live weight of the Lot;
3. where the Contract Price is on the basis of HSCW of Livestock, the total of the HSCW of the Lot;
4. where the Contract Price is for meat products on the basis of “natural fall” or “fullset”, the Processed weight; and
5. otherwise, the Contract Price.

(b) If the Contract Price is to be adjusted and the Final Price determined under paragraph (a), the adjustment shall occur:

1. where the Contract Price is per head of Livestock, at Delivery;
2. where the Contract Price is on the basis of live weight of Livestock:
3. where the Contract Price is on the basis of HSCW of Livestock, when the carcase is OTH;
4. where the Contract Price is for meat products on the basis of “natural fall” or “fullset”, after Processing.

(c) If, before Delivery, any part of a Lot:

1. (in the case of Livestock) dies or becomes lame, blind or diseased; or
2. (in the case of all other Products) is destroyed, damaged, contaminated or otherwise degraded)

then the Seller must disclose this to the Buyer as soon as practicable.

14.4 Payment

(a) AXIchain uses third party gateway services to secure online payments and may require Customers to provide information to facilitate such payments, to AXIchain and to each other.

(b) A Buyer must make payment of the Final Price, in full:

1. within any time agreed between the Seller and Buyer; or
2. otherwise:
1. before or upon Delivery;
2. if the Buyer is an abattoir, within 14 days of the Contract of Sale; or
3. otherwise, within 48 hours of the Contract of Sale;

failing which it shall have breached an essential term.

(c) The Customer authorises AXIchain to deduct the amount of any applicable Levies or Duties from monies held by AXIchain on behalf of the Customer and to remit such amount to the body responsible for collection.

(d) Where a Lot is sold to an abattoir, the Seller gives its permission to issue a RCTI to the Seller in accordance with the Grid.

(e) Title to a Lot does not pass to a Buyer unless and until payment of the Final Price is made.

(f) If a Buyer (other than an abattoir) receives Delivery before full payment of the Final Price, the Buyer:

1. holds the Lot only as bailee for the Seller;
2. must act in a fiduciary capacity in its relationship with the Seller;
3. is responsible for the safety and wellbeing of the Livestock;
4. must keep the Lot separate from the Buyer’s other animals;
5. may make a bona fide sale of all or any part of the Lot, provided that:
1. as between the Buyer and the subsequent buyer, the sale shall be made in the Buyer’s own name and not as agent for the Seller; and
2. as between the Seller and Buyer the sale shall be made as bailee and agent for the Seller;
3. the Buyer must keep and account for the proceeds of any subsequent sale separately from its other money and hold those proceeds together with the benefits of any rights against the subsequent buyer, on trust for the Seller;

(g) Paragraphs (e) and (f) create a registrable security interest under the PPSA and in that connection:

1. the Buyer agrees that the Seller may register a financing statement;
2. every part of the Lot is collateral for the purposes of the PPSA;
3. to the extent permitted, the Buyer waives any right to receive notices;
4. the date on which the security interest created herein comes into force is the date of Delivery.

(h) AXIchain may, in relation to a Buyer in default of paragraph (b), suspend access to Smart Trader by the Customer or any Eligible User.

(i) All payments processed through Smart Trader are non-refundable unless otherwise stated.

(j) If a Buyer is entitled to any refund under any law, the Buyer (and not AXIchain) is solely responsible for providing that refund.

(k) In the event of any dispute between a Seller and a Buyer, AXIchain may, but is not required to, mediate the dispute.

(l) AXICHAIN reserves the right to monitor and take action in relation to, disputes between Buyers and Sellers, including (but not limited to the suspension or limitation of a Customer’s access to Smart Trader.

15. Delivery

15.1 When Delivery occurs

Delivery occurs when:

(a) the Buyer (or its representative, such as a nominated freight carrier or port of loading) receives the Products from the Seller; or

(b) if the Seller delivers the Products, when received by the Buyer; or

(c) otherwise at such time as may be agreed between the Buyer and Seller.

15.2 Time for Delivery

Delivery must occur:

(a) within 10 Business Days of the Contract of Sale; or

(b) otherwise as may be agreed between the Buyer and Seller.

15.3 Place of Delivery

Delivery occurs:
(a) where clause 15.1(a) or 15.1(b) applies, at the point of receipt; and

(b) otherwise according to any Incoterms in the Contract of Sale or at such place as may be agreed between the Buyer and Seller.

15.4 Buyer to arrange

(a) The Buyer is responsible to arrange and for the Costs of Delivery, unless otherwise agreed between the Buyer and Seller.

15.5 Risk

(a) A Lot will be at the Seller’s Risk until Delivery.

(b) (b) If the Buyer is unable to secure transport within the time specified in clause 15.2 due to any cause beyond the Buyer’s reasonable control (including due to a Force Majeure Event), thereafter:

1. the Product will be at the Buyer’s risk;
2. the Seller must, at its own cost comply with clause 14.2(e) except that the Seller is not liable for any change of condition of Livestock arising from seasonal conditions or weather events; and
3. the Buyer must indemnify the Seller against any loss or damage suffered by the Seller in connection with the Product other than the cost of maintaining Livestock in accordance with clause 14.2(e) and paragraph (ii).

15.5 Risk

(a) The Buyer is responsible for inspecting Product before taking delivery and must raise any issues with the Seller.

(b) If a Buyer wishes to inspect Product before delivery, the Seller must facilitate at a date, time and place as agreed between the Buyer and Seller, acting reasonably.

(c) A Buyer visiting any site to inspect Product before delivery must comply with:

1. any relevant laws regarding occupational health and safety; and
2. any reasonable direction given by the Seller.

(d) The Buyer inspects and handles Livestock during inspection entirely at the Buyer’s own risk.

The terms in this section apply to the use of the mNVD Platform (mNVD)

16. Acknowledgements by Customer

The Customer acknowledges and agrees that:

(a) mNVD permits the creation and transmission of an electronic NVD;

(b) AXIchain does not review, verify or edit any Data and has no obligation to do so;

(c) AXIchain does not provide any advice to the Customer in connection with the completion of an NVD;

(d) it is the Customer’s sole responsibility to ensure that the NVD is accurately completed;

(e) AXIchain is not the agent of any party, nor a party to any transaction in connection with an NVD;

(f) AXIchain is entitled to receive and transmit such Personal Information as may be included in the Data; and

(g) the Customer is responsible for the accuracy of all Data and for all legal compliance, including record keeping.

The terms in this section apply to the use of the TransTrack Platform (TransTrack)

17. Acknowledgements by Customer

The Customer acknowledges and agrees that:

(a) TransTrack may provides a referral service to freight suppliers or insurers;

(b) by using TransTrack the Customer has:

1. requested AXIchain to provide it with information about freight and freight insurance products; and
2. consented to the sharing of the Customer’s contact details (including Personal Information) with freight suppliers and insurers;

(c) (c) full details of the products offered by a freight supplier or insurer is available from that party

(d) (d) any details on the Website about products offered by freight suppliers or insurers are for the Customer’s general information only, and

1. AXIchain does not warrant that they are accurate or complete; and
2. do not constitute a contract or an offer capable of acceptance with AXIchain or an insurer.

(e) AXIchain is not a supplier of freight orn insuranceer and does not give any freight or insurance advice;

(f) it is the Customer’s responsibility to fully inform itself of the details of any freight or insurance products and their suitability for the Customer’s purposes.

(g) if the Customer applies contracts or applies for any freight or insurance product, it deals directly with the insurer and AXIchain accepts no liability for any products or services or information so provided;

(h) AXIchain recommends that the Customer obtain a copy of the product disclosure statement, or similar document from insurers and ensure that the Customer understands its contents; and

(i) AXIchain may receive fees and other benefits from freight suppliers or insurers in relation to any freight or insurance products a Customer may purchase.

(j) The vendor or purchaser are required to arrange transit insurance as required by then sale agreement.

The terms in this section apply to the use of the AXIpay Platform (AXIpay))

18. Acknowledgements by Customer

The Customer acknowledges and agrees that:

(a) AXIpay does not provide credit, advice of any kind or financial services within the meaning of s.766A of the Corporations Act 2001.

(b) AXIpay provides a referral service to De Lage Linden Pty Ltd (DLL).

(c) AXIpay is not an agent for DLL and does not provide financial services on behalf of DLL or as its representative within the meaning of section 910A of the Corporations Act 2001;

(d) by using AXIpay the Customer has:

1. requested AXIchain to provide it with information about DLL’s financial products; and
2. consented to the sharing of the Customer’s contact details (including Personal Information) with DLL;

(e) full details of the products offered by DLL are available from DLL;

(f) any details on the Website about products offered by DLL are for the Customer’s general information only, and

1. AXIchain does not warrant that they are accurate or complete; and
2. do not constitute a contract or an offer capable of acceptance with AXIchain or DLL.

(g) if the Customer applies for a financial product, it deals directly with DLL and AXIchain accepts no liability for any products or services, information or advice provided by DLL;

(h) it is the Customer’s responsibility to fully inform itself of the details of each product or service offered by DLL and their suitability for the Customer;

(i) AXIchain has not considered the Customer’s objectives, financial situation or needs in referring the Client to DLL;

(j) AXIchain recommends that the Customer obtain a copy of the product disclosure statement, credit guide or similar document from DLL and ensure that the Customer understands its contents; and

(k) AXIchain may receive a commission from DLL in relation to any products or services a Customer may purchase from DLL.

(l) DLL may impose requirements upon Customers to use a Platform, which requirement may benefit AXIchain.