Terms of Service

By using the fieldfolio.com website (including any subdomain) and/or the Fieldfolio iPad app (together, the "Fieldfolio Service"), you agree to be bound by these terms and conditions of service ("Terms of Service").

Fieldfolio Pty Ltd (in these Terms of Service, referred to as "Fieldfolio" or "We") may vary these Terms of Service from time to time upon no less than 30 days notice. We may also change the Fieldfolio Service from time to time, provided that if the change is a material adverse change then we will provide you with no less than 30 days notice.

Login profiles

1. Your login may only be used by one person. You are not permitted to share logins between two or more people.
2. You are wholly responsible for maintaining the security of your login information including usernames, email addresses and passwords. Fieldfolio will not be liable for any loss or damage arising directly or indirectly from your failure to keep your login information absolutely secure.
3. You are wholly responsible for all content uploaded or posted to the Fieldfolio Service through your Fieldfolio account. This includes any content that is uploaded or posted by any user authorised by you to use the Fieldfolio Service, or by any user authorised to access your Fieldfolio Service data through the Fieldfolio iPad app.
4. You must not use the Fieldfolio Service for any illegal or unauthorised purpose. You must not, in the use of the Fieldfolio Service, violate any laws in your jurisdiction (including but not limited to intellectual property laws).

Terms relating specifically to Seller accounts

Accounts, payments and fees

5. We may refuse to supply the Fieldfolio Service to any Seller or any other person in our reasonable discretion.
6. A valid credit card is required for all fee payments and you agree that your credit card will be billed automatically by us in accordance with these Terms of Service.
7. The Fieldfolio Service is billed at the rate of A$9.95 (plus GST where applicable) per order received, with a monthly cap of A$298.50 (plus GST where applicable). A fee in respect of an order received through Fieldfolio is payable whether or not a final transaction between the relevant Seller and Buyer occurs (e.g., where a Seller and/or Buyer does not wish to proceed with the order). This provision is necessary to protect the integrity of Fieldfolio's per order billing system. If payments are enabled in your Seller account through a Stripe account, Fieldfolio will charge an additional payment processing fee of 0.25% of the order value (which will be deducted from the relevant Stripe payment), and you will also be charged any applicable payment processing or other fees by Stripe in accordance with your agreement with Stripe.
8. In Australia, all Fieldfolio Service fees exclude GST. GST will be added for all accounts with an Australian billing address. In other jurisdictions, all Fieldfolio Service fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
9. Fees for the Fieldfolio Service are subject to change, provided that We will provide you with no less than 30 days notice before any adverse price change takes effect.
10. You agree that you will not suggest, request, encourage, induce or allow any Fieldfolio Buyer to order goods or services from you directly, or via any third party. You agree that, if We reasonably suspect that you have breached this provision, We may immediately suspend or terminate your Fieldfolio account. You also agree that, if requested by Fiedfolio, you will provide, within 72 hours and at your own expense, details (including, without limitation, the name of the Buyer and the date(s) and value) of any orders received by you from any Fieldfolio Buyer otherwise than through the Fieldfolio platform. You agree that you will be liable to pay, within 72 hours of any written demand by Fieldfolio, $9.95 for each such order. These provisions are necessary to protect the integrity of Fieldfolio's per order billing system.

Content guidelines

11. You must comply with any guidelines that We publish in respect of content to be uploaded or posted to the Fieldfolio Service. You acknowledge that We may remove or edit any non-compliant content at any time in our absolute discretion.

Offensive Content

12. You must not use the Fieldfolio Service to offer any product, or upload or post any content, that in any way promotes, incites or reflects violence, racism, sexism or religious intolerance, or is otherwise objectionable in our reasonable opinion (together, Offensive Content). Offensive Content may include, without limitation, product names, product descriptions, and images (e.g., logos, banners, catalog covers and product images). You acknowledge that We may remove Offensive Content at any time in our absolute discretion. The repeated use of the Fieldfolio Service to offer, upload or post Offensive Content will constitute a material breach of these Terms of Service.

Infringing Content

13. You must not use the Fieldfolio Service to offer any product, or upload or post any content, that infringes or may infringe upon the intellectual property rights (including copyright, trademark and/or patent rights) of any third party (together, Infringing Content). You acknowledge that We may remove any content that we reasonably determine is or may be Infringing Content.

Cancellation and termination

14. You are solely responsible for canceling your account. You can cancel your account at any time by clicking on the Accounts & Settings tab and clicking on the Cancel Account link or button at the bottom of the page.
15. We may cancel your Fieldfolio account, and terminate our agreement with you, upon no less than 30 days notice. We may also cancel your Fieldfolio account, and terminate our agreement with you, immediately if you (or any user authorised by you to use the Fieldfolio Service) commit any material breach of these Terms of Service.

Sales Reps requests

16. You acknowledge that once you approve a Sales Rep request, the relevant Sales Rep will be able to see your Catalogs and Customers and wholesale prices. You warrant that you will independently verify a Sales Rep using their email, phone number and/or trade references before you approve their request. You also acknowledge that you will need to independently agree with a Sales Rep the terms on which they will sell for you (e.g., territories, exclusive arrangements and sales commissions). Fieldfolio is not a party to any legal relationship that you enter into with any Sales Rep. Fieldfolio makes no representation as to the suitability of any Sales Rep for any purpose.

Buyer requests

17. You acknowledge that once you approve a Buyer request, the relevant Buyer will be able to see your wholesale prices. You warrant that you will independently verify a Buyer using their email, phone number and/or trade references before you approve their request. Fieldfolio is not a party to any legal relationship that you enter into with any Buyer. Fieldfolio makes no representation as to the suitability of any Buyer, including in relation to any trade credit risk posed by a Buyer (and Fieldfolio recommends that trade credit is not extended to any Buyer until a bona fide trading relationship is established).

Copyright

18. All content uploaded or posted to the Fieldfolio Service must comply with copyright law in your jurisdiction.

Licence to data, information and content

19. In consideration for Fieldfolio granting you access to the Fieldfolio Service, you grant Fieldfolio an irrevocable, perpetual, world-wide, royalty-free licence to publish, copy, licence to other persons, use and adapt for any purpose related to Fieldfolio's business any data (including, but not limited to, customer and product data), information and content that you provide in the course of using the Fieldfolio Service. The licence granted by you under this clause survives cancellation or termination of your subscription or agreement with Fieldfolio.

Consent relating to personal information

20. You agree that we may use and disclose your personal information in accordance with our Privacy Policy.

Use of the Fieldfolio API service

21. Subject to these Terms of Service, we grant you the right to use the Fieldfolio API service only to the extent necessary to develop, test and support an integration of your application or system with the Fieldfolio Service.

22. You agree that you will not sell, rent, sub-license or redistribute any aspect of the Fieldfolio API service.

23. You agree that you will not use the Fieldfolio API service to replicate any aspect of the Fieldfolio Service or to operate any service that competes with the Fieldfolio Service (including but not limited to any wholesale or retail catalog or ordering application).

Terms relating specifically to Sales Rep accounts

Relationships with Sellers

24. You warrant that you will independently verify a Seller using their email and/or phone number before you request to sell for them through Fieldfolio. You also acknowledge that you will need to independently agree with a Seller the terms on which you will sell for them (e.g., territories, exclusive arrangements and sales commissions). Fieldfolio is not a party to any legal relationship that you enter into with any Seller.

Cancellation and termination

25. We may cancel your Fieldfolio account, and terminate our agreement with you, upon no less than 30 days notice. We may also cancel your Fieldfolio account, and terminate our agreement with you, immediately if you (or any user authorised by you to use the Fieldfolio Service) commit any material breach of these Terms of Service.

Terms relating specifically to Buyer accounts

Relationships with Sellers

26. You warrant that you will independently verify a Seller using their email and/or phone number before you request to buy from them through Fieldfolio. Fieldfolio makes no representation or warranty in relation to any Seller or their products. Where a purchase is made through Fieldfolio, that purchase is from the relevant Seller and not from Fieldfolio. Fieldfolio is not a party to any legal relationship that you enter into with any Seller.

27. You agree that you will not order goods or services from any Fieldfolio Seller directly, or via any third party, and will report to Fieldfolio any suggestion, request, encouragement or inducement of any Fieldfolio Seller to do so. You agree that, if we reasonably suspect that you have breached this provision, we may may immediately suspend or terminate your Fieldfolio account. You also agree that, if requested by Fiedfolio, you will provide, within 72 hours and at your own expense, details (including, without limitation, the name of the Seller(s) and the date(s) and value) of any orders submitted by you to any Fieldfolio Seller otherwise than through the Fieldfolio platform. These provisions are necessary to protect the integrity of Fieldfolio's per order billing system.

Cancellation and termination

28. We may cancel your Fieldfolio account, and terminate our agreement with you, upon no less than 30 days notice. We may also cancel your Fieldfolio account, and terminate our agreement with you, immediately if you (or any user authorised by you to use the Fieldfolio Service) commit any material breach of these Terms of Service.

Licence to data, information and content

29. In consideration for Fieldfolio granting you access to the Fieldfolio Service, you grant Fieldfolio an irrevocable, perpetual, world-wide, royalty-free licence to publish, copy, licence to other persons, use and adapt for any purpose related to Fieldfolio's business any data, information and content that you provide in the course of using the Fieldfolio Service. The licence granted by you under this clause survives cancellation or termination of your account with Fieldfolio.

All accounts - consent relating to personal information

30. You agree that we may use and disclose your personal information in accordance with our Privacy Policy.

All accounts - other conditions

31. You agree that in providing the Fieldfolio Service we will engage third parties to provide the necessary infrastructure including hardware and software, and that your data will be held by these parties where necessary.
32. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Fieldfolio Service without the express written permission of Fieldfolio.
33. You must not transmit to the Fieldfolio Service any computer code which is destructive.
34. Fieldfolio does not warrant that (i) the Fieldfolio Service will meet your specific requirements, or (ii) the Fieldfolio Service will be uninterrupted, secure, or error-free. However, if you are in Australia your purchase of the Fieldfolio Service may be affected by statutory rights that cannot be excluded. Fieldfolio does not seek to exclude those statutory rights in any way.
35. You agree that, subject to the below, Fieldfolio will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from: (i) the use or the inability to use the Fieldfolio Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service. However, if you are in Australia your purchase of the Fieldfolio Service may be affected by statutory rights that cannot be excluded. Fieldfolio does not seek to exclude those statutory rights in any way.
36. The failure of Fieldfolio to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.
37. These Terms of Service constitute the entire agreement between you and Fieldfolio and govern your use of the Fieldfolio Service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service).

Release given by Fieldfolio Service users not based in Australia

You hereby release and forever discharge Fieldfolio (and its officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions or transactions with, or act or omission of, the Fieldfolio Service.