Reseller Confidentiality Agreement and Terms & Conditions

Beachport Corporation Pty Ltd (ABN 60 118 358 482) trading as LivestockIQ

These Retail Support Hub Terms & Conditions and Confidentiality Agreement (Terms) apply to every business and individual that registers for, logs in to or uses the LivestockIQ Retail Support Hub. In these Terms, “we”, “us” and “our” mean Beachport Corporation Pty Ltd trading as LivestockIQ, and “you” and “your” mean the Reseller and each of its Authorised Users.

1. Acceptance of these Terms

1.1 By creating an account, logging in to or using the Hub, you agree to be bound by these Terms, together with our Website Terms & Conditions, Privacy Policy and Cookie Policy.

1.2 If you register on behalf of a business, you confirm that you are authorised to accept these Terms on its behalf. The Reseller is responsible for the acts and omissions of each of its Authorised Users.

1.3 If you do not agree to these Terms, you must not register for or use the Hub.

2. Definitions

Authorised User means an employee or contractor of a Reseller who has been approved by us and issued their own Hub login.

Confidential Information means all information we make available to you through the Hub, or otherwise in connection with it, that is marked or described as confidential or that a reasonable person would understand to be confidential. It includes wholesale price lists and trade pricing; discounts, rebates, volume and promotional pricing; trading and credit terms; unreleased product, formulation and launch information; sales and business information; and your Hub login details.

Hub means the LivestockIQ Retail Support Hub, being the password-protected area of www.livestockiq.com.au, and all content, downloads and communications made available through it.

Hub Materials means the marketing and product resources we make available through the Hub for you to promote Products, including product fact sheets, comparison guides, Livestock Insights articles, videos, photographs, social media content and captions, point-of-sale material, logos and other brand assets. Hub Materials do not include Confidential Information.

Permitted Purpose means purchasing, stocking, promoting and selling Products in Australia as an approved LivestockIQ Reseller.

Products means LivestockIQ supplements, the ProDispenser and any related products we supply.

Reseller means a rural merchandise store, distributor or other business we have approved to stock and sell Products.

3. Eligibility and registration

3.1 The Hub is available only to approved Resellers and their Authorised Users. We may approve, decline or limit any application at our discretion. The Hub is not available to livestock producers, members of the public or competitors of LivestockIQ.

3.2 When you register you must provide accurate, current and complete information, including your name, business name, ABN, store location, role and contact details, and keep this information up to date.

3.3 Each Authorised User must hold their own login. Logins are personal and must not be shared, including between staff at the same store.

3.4 You must tell us within 5 business days when an Authorised User leaves your business or no longer needs access, so we can deactivate their login.

4. Account security

4.1 You must keep your login details secure and confidential and use a strong password that you do not use for other services.

4.2 You are responsible for all activity that occurs under your login.

4.3 You must notify us immediately at [email protected] if you suspect that your login has been compromised or that the Hub has been accessed without authorisation.

4.4 We may require a password reset, or suspend a login, if we reasonably suspect a security risk.

5. Confidentiality

5.1 In return for access to Confidential Information, you must:

(a) keep all Confidential Information strictly confidential;

(b) use Confidential Information only for the Permitted Purpose;

(c) disclose Confidential Information only to your employees, and to your head office or purchasing team, who need to know it for the Permitted Purpose and who are bound by confidentiality obligations no less protective than these Terms; and

(d) store Confidential Information securely and take all reasonable steps to prevent its unauthorised access, use or disclosure.

5.2 Without limiting clause 5.1, you must not, without our prior written consent:

(a) share, forward, publish, post or upload a wholesale price list or any other Confidential Information (including screenshots, photos, extracts or summaries) to any customer, livestock producer, other reseller, competitor, website, social media platform, messaging group or file-sharing service;

(b) use Confidential Information to compete with us, or to help any other person do so; or

(c) remove or obscure any “Confidential” marking on any document.

5.3 Clauses 5.1 and 5.2 do not apply to information that:

(a) is or becomes publicly available, other than through a breach of these Terms;

(b) was lawfully in your possession before we disclosed it to you; or

(c) you are required by law or a court to disclose, provided that (where lawful) you notify us first and disclose only the minimum information required.

5.4 Price changes. Wholesale prices are subject to change. The current price list published on the Hub replaces all earlier versions. You must not rely on or circulate a superseded price list.

5.5 Retail pricing. Any recommended retail prices we provide are recommendations only. You are free to set your own retail selling prices for Products.

5.6 Breach. You must notify us immediately if you become aware of any unauthorised use or disclosure of Confidential Information and take all reasonable steps to limit it. You acknowledge that a breach of this clause 5 may cause us loss for which damages alone would not be an adequate remedy, and that we may seek an injunction or other relief in addition to any other remedy available to us.

5.7 Your obligations under this clause 5 continue after your Hub access or your status as a Reseller ends.

6. Licence to use Hub Materials

6.1 While you are an approved Reseller, we grant you a non-exclusive, non-transferable, revocable, royalty-free licence to download, print, display, share and publish Hub Materials solely for the purpose of promoting and selling genuine Products in Australia.

6.2 Under this licence you may:

(a) print fact sheets, comparison guides and point-of-sale material for in-store display and for your customers;

(b) share Livestock Insights articles and videos on your website, social media and customer newsletters, provided LivestockIQ is credited as the author and, where practical, a link to our website is included;

(c) post the social media content we supply and adapt the captions to suit your store, provided product claims, dose rates and technical information are not changed; and

(d) use our logos and product images in your store, catalogues, advertising and online listings for Products.

6.3 You must not:

(a) alter, edit, crop, recolour or distort LivestockIQ logos, drum labels, product images or other brand assets, other than resizing them in proportion;

(b) change, add to or remove any product claim, dose rate, direction for use, ingredient or technical information;

(c) present any Hub Materials as your own work, or remove LivestockIQ branding or attribution;

(d) use Hub Materials in connection with any product not supplied by us, or in any way that suggests we endorse another product or that another product is equivalent to or interchangeable with a Product;

(e) use Hub Materials in a way that is misleading or deceptive, or that could damage the reputation of LivestockIQ;

(f) sell, sublicense or supply Hub Materials to any third party, other than providing them to your customers for the Permitted Purpose;

(g) use the LivestockIQ name, product names or logos in any business name, domain name, social media account name or paid search keyword; or

(h) use Hub Materials outside Australia.

6.4 You must use LivestockIQ brand assets in accordance with any brand guidelines we make available through the Hub.

7. Product claims and regulatory compliance

7.1 Claims made about livestock supplements are regulated in Australia, including by the Australian Pesticides and Veterinary Medicines Authority (APVMA) and under the Australian Consumer Law. Hub Materials have been prepared to reflect the claims we are permitted to make about our Products.

7.2 When promoting or discussing Products, you must:

(a) only make claims that are consistent with the current product label and the current Hub Materials;

(b) not state or imply that any Product prevents, treats, cures or diagnoses any disease or condition, or make any other claim that does not appear on the product label or in Hub Materials;

(c) not recommend dose rates, application methods or product combinations that differ from the product label; and

(d) refer technical or animal health questions that go beyond the product label to LivestockIQ Head Office on (08) 8725 4668.

7.3 If there is any inconsistency between Hub Materials and a product label, the product label prevails.

7.4 Updated and withdrawn materials. We may update, replace or withdraw Hub Materials at any time, including for regulatory reasons. When we notify you by email or through the Hub that a material has been updated or withdrawn, you must stop using the old version, remove it from your website, social media and advertising, and stop handing out printed copies within 14 days, or sooner if we tell you this is required for regulatory reasons.

8. Intellectual property

8.1 All intellectual property rights in the Hub, the Hub Materials and the Confidential Information, including the LivestockIQ name and logo and our product names, remain owned by us or our licensors.

8.2 Other than the licence in clause 6, nothing in these Terms gives you any right, title or interest in our intellectual property. Any goodwill arising from your use of our brand belongs to us.

8.3 You must tell us promptly if you become aware of anyone misusing our brand, Hub Materials or Confidential Information.

8.4 If you give us feedback or suggestions about the Hub or our Products, we may use them freely without any obligation to you.

9. Privacy and how we handle your information

9.1 We handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and our Privacy Policy. This clause explains how that applies to the Hub. If there is any inconsistency, our Privacy Policy prevails.

9.2 What we collect. When you register for and use the Hub, we collect:

(a) registration details, including your name, business name, ABN, store address, role, email address and phone number;

(b) account details, including your username and the dates and times you log in;

(c) Hub activity, including the pages you visit, the resources you view and download and the videos you watch;

(d) communication records, including emails we send you, whether they are opened and links clicked, and any enquiries or support requests; and

(e) records of your acceptance of these Terms, including the date, time and version accepted.

9.3 Where it is stored. Your details and Hub activity are stored in our customer relationship management system, HubSpot, and linked to your business’s Reseller record. The Hub and its login system may also be hosted by our website host. HubSpot may store and process information outside Australia, including in the USA and EU. We take reasonable steps to ensure our service providers handle personal information in a way that is consistent with the Australian Privacy Principles.

9.4 How we use it. We use this information to:

(a) verify that you are an approved Reseller and manage your Hub account;

(b) give you access to the Hub, Hub Materials and Confidential Information;

(c) send you service communications about the Hub, including new resources, price list updates, product and label changes, compliance notices and training;

(d) understand which resources are used so we can improve the Hub;

(e) manage our relationship with your business, including sales support and trade account administration;

(f) keep the Hub secure, including by logging access to and downloads of Confidential Information and investigating suspected misuse; and

(g) send you marketing communications, where you have agreed to receive them.

9.5 Emails from us. Service communications are necessary for the operation of the Hub, so you will continue to receive them while you hold an account. You can opt out of marketing communications at any time by clicking “unsubscribe” or emailing [email protected].

9.6 Who we share it with. We do not sell personal information and we do not share your details with other resellers. We may disclose your information to LivestockIQ staff and sales representatives, our service providers (including HubSpot, our website host and Google), our professional advisers and regulators where required by law. We will only list your store in a stockist locator on our website with your agreement.

9.7 Your staff. If you give us personal information about other people in your business, for example to request logins for them, you must make sure they are aware of this clause and our Privacy Policy.

9.8 Access, correction and retention. You can update your details through your Hub account or by contacting us, and you can request access to or correction of your personal information as set out in our Privacy Policy. When your account is closed, we keep your information only for as long as reasonably necessary for business, legal and audit purposes, including to show compliance with these Terms, and then securely delete or de-identify it.

9.9 Cookies. The Hub uses cookies to keep you logged in and to record Hub activity. See our Cookie Policy for details.

9.10 Your own customers. If you use Hub Materials in marketing to your own customers, such as email newsletters, you are responsible for complying with the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) in relation to your own customer information.

10. Use and availability of the Hub

10.1 We aim to keep the Hub available, but we do not guarantee uninterrupted or error-free access. The Hub may be unavailable from time to time for maintenance, updates or reasons outside our control.

10.2 You must not attempt to access any part of the Hub or our systems you are not authorised to access, use automated tools to scrape or bulk download content, or introduce any virus or harmful code.

11. Suspension and termination

11.1 You can close your Hub account at any time by emailing [email protected].

11.2 We may suspend or cancel access for any Authorised User, or for the Reseller as a whole, at any time and without notice, including if:

(a) you breach these Terms;

(b) you stop being an approved Reseller, or your trade account is closed or suspended;

(c) an account has not been used for 12 months;

(d) we reasonably suspect misuse of the Hub or a security risk; or

(e) we close or change the Hub.

11.3 When your access ends you must:

(a) stop accessing the Hub;

(b) immediately stop using, and permanently delete or destroy, all Confidential Information in your possession, including all printed and digital copies of wholesale price lists, and confirm in writing that you have done so if we ask; and

(c) within 30 days, stop using Hub Materials and remove them from your website, social media and advertising, unless we agree otherwise in writing (for example, to allow you to sell remaining stock).

11.4 Clauses 5, 8, 9, 12, 13, 16 and this clause 11.4 continue to apply after your access ends.

12. Limitation of liability

12.1 Hub Materials are provided to help you promote Products. To the extent permitted by law, we exclude all warranties and conditions that are not expressly set out in these Terms.

12.2 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot be excluded under the Australian Consumer Law. Where we are permitted to limit our liability for breach of such a guarantee, our liability is limited to supplying the relevant services again or paying the cost of having them supplied again.

12.3 To the extent permitted by law, we are not liable for any indirect or consequential loss, or any loss of profit, revenue or business opportunity, arising from your use of, or inability to use, the Hub or Hub Materials, or from any change you make to Hub Materials.

13. Indemnity

You indemnify us against any claim, loss, damage or cost (including reasonable legal costs) arising from:

(a) any breach of clause 5 (Confidentiality) by you or your Authorised Users;

(b) any misuse or modification of Hub Materials;

(c) any claim, advice or recommendation you make about Products that is not consistent with the product label or Hub Materials; or

(d) any other breach of these Terms by you or your Authorised Users.

14. Changes to these Terms

14.1 We may update these Terms from time to time. The current version will always be available on our website.

14.2 We will notify you of material changes by email or through the Hub. Continuing to use the Hub after a change takes effect means you accept the updated Terms.

14.3 We may ask you to accept updated Terms at your next login before you can continue to use the Hub.

15. Relationship with other agreements

15.1 These Terms apply in addition to our Website Terms & Conditions, Privacy Policy and Cookie Policy, and any trade account, credit or distribution agreement between you and us. If there is any inconsistency, a written agreement signed by you and us prevails, followed by these Terms, to the extent of the inconsistency.

15.2 These Terms do not create a partnership, joint venture, agency or exclusive arrangement, and they do not oblige you to purchase, or us to supply, any Products.

16. Governing law

These Terms are governed by the laws of South Australia, Australia, and you submit to the non-exclusive jurisdiction of the courts of South Australia.

17. Contact us

If you have any questions about these Terms or the Retail Support Hub, please contact:

Office Manager
Beachport Corporation Pty Ltd trading as LivestockIQ
PO Box 3578
Mount Gambier SA 5290
Phone: (08) 8725 4668
Email: [email protected]