WOOLWORTHS TERMS & CONDITIONS

WOOLWORTHS ENGAGE & EMPOWER WEBSITE TERMS

1.   

General

1.1 

The Woolworths Engage website at www.wowengage.com.au and Woolworths Empower website at www.wowempower.com.au (the “Engage Site” and “Empower Site” respectively and each being referred to as the “Site”) are websites operated by Woolworths Limited (ABN 88 000 014 675) (“Woolworths”, “us”, “we” or “our”).

1.2 

Employees and/or contractors of suppliers to Woolworths will only be permitted to perform services (including merchandising related activities) in Woolworths stores if they have complied with Woolworths’ required process for accreditation, including passing associated accreditation examinations (“Accredited Persons”).

1.3  

A registered email address and username will be required for access to information and materials on each Site.  Only persons accredited via the Engage Site will be permitted access to information and materials on the Empower Site. 

1.4  

Please read these terms and conditions before accessing or using the Site.

1.5  

By accessing and using the Site, you agree to be bound by, and to comply with, these terms and conditions (“Terms”).  If you do not agree to be bound by, and to comply with, these Terms, you must not use the Site.

2.   

Engage Site

2.1 

The Engage Site allows Woolworths’ suppliers (including authorised employees and contractors of those suppliers) to access training materials related to accreditation and accreditation examinations.

2.2  

The Engage Site also allows Woolworths and Accredited Persons to manage payments and licences relating to the activities of Accredited Persons in Woolworths’ stores.

3.     

Empower Site

3.1 

The Empower Site allows Woolworths’ suppliers (including authorised employees and contractors of those suppliers) to access certain information based on their level of accreditation.  Such information may include in-store reports, ticketing capabilities, virtual ID cards and user profiles, article information and inventory information, provide feedback, create pick lists and view available planograms. 

3.2 

Accredited Persons may request partner licences which will permit access to the Empower Site.  The grant of such additional licences will be subject to Woolworths’ discretion and applicable charges.

4.   

Your general obligations

4.1 

You:

(a) 

must ensure that your email address and password used to log into the Site and the details of your account are kept in a safe and secure manner;

(b) 

must immediately notify us if you are or become aware that there is or has been an unauthorised use of your email address and password or account, or any other security breach relating to your account;

(c) 

must promptly advise us of any changes to your information provided to us as part of the registration process;

(d) 

are responsible for any costs associated with your access to or use of the Site, including Internet access fees; and

(e) 

are responsible and liable for any person that uses your email address and password for the Site.

4.2 

If you choose to use a workplace email address for your account or to access the Site, then you are solely responsible for ensuring that you comply with the rules, policies or protocols that apply to the use of your email address and your workplace facilities.

4.3 

Unless otherwise agreed in writing by Woolworths, you must ensure that you are the only person who uses your accreditation licence.  You must not share your accreditation licence with any other person or make any copy of that accreditation licence for another person where you are aware or ought reasonably be aware that the purposes of such sharing or making of a copy is use of or reliance on that licence by another person.

4.4 

A partner licence that is provided under clause

3.2 and has been purchased by a company, may be transferred to a new person who is also an Accredited Person, up to three times per year.  Any person to whom such a partner licence is transferred will be subject to same terms as the Accredited Person who transferred the licence to him/her.

5. 

Restrictions

5.1 

You must not:

(a) 

use the Site for any activities that breach any laws, infringe a third party’s rights or are contrary to any relevant standards or codes;

(b) 

use the Site in a manner or way, or post to or transmit to or via the Site any material, which interferes with other users or our other customers or suppliers or defames, harasses, threatens, menaces or offends any person or which prevents any other person from using the Site;
(c) 

make fraudulent or speculative enquiries, purchases or requests through the Site;

(d) 

use another person’s details without their permission or impersonate another person when using the Site;

(e) 

post or transmit any obscene, indecent, inflammatory or pornographic material or any other material that may give rise to civil or criminal proceedings;

(f)  

tamper with or hinder the operation of the Site;

(g) 

knowingly transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Site;

(h) 

use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the Site;

(i)   

modify, adapt, translate or reverse engineer any portion of the Site;

(j)   

remove any copyright, trade mark or other proprietary rights notices contained in or on the Site;

(k) 

reformat or frame any portion of the web pages that are part of the Site;

(l)   

create accounts by automated means or under false or fraudulent pretences, create false accounts of submit fraudulent payment details;

(m)

use the Site to violate the security of any computer or other network or engage in illegal conduct;

(n) 

take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure;

(o) 

use the Site other than in accordance with these terms and conditions;

(p) 

access the services if you are part of or are representing a business that is a direct competitor to a business of Woolworths;

(q) 

access or use the Site for the benchmarking or competitive purposes; or

(r)  

attempt any of the above acts or engage or permit another person to do any of the above acts.

6. 

Suspension

6.1 

We reserve the right to refuse or suspend service or access to the Site or accounts, lock, terminate or delete accounts and/or remove or edit content on the Site if we, acting reasonably, deem that you have acted in breach of these terms and conditions or have used the Site in a fraudulent or improper manner.

7. 

Warranties

7.1 

You warrant that:

(a) 

all information and data provided by you to us through the Site (including as part of the registration process) or otherwise is true, accurate, complete and up to date; and

(b) 

you have and will comply with all relevant laws relating to your use of the Site.

7.2 

Woolworths attempts to be as accurate as possible and uses its best endeavours to ensure, but does not itself warrant, that any information provided by its suppliers, including in relation to article details, inventory details including stock on hand or other content of this Site, is accurate, complete, reliable, current or error-free.

8. 

Liability

8.1 

Without excluding, restricting or modifying the rights and remedies to which you may be entitled under consumer guarantees provisions of the Australian Consumer Law or Woolworths’ liabilities under those provisions:

(a) 

you acknowledge that each Site is provided "as is" and that we do not make any warranty or representation as to the suitability of the Site for any purpose;

(b) 

we exclude all other implied terms and warranties, whether statutory or otherwise, relating to the Site or the subject matter of this agreement; and

(c) 

we will not be liable to you for indirect and consequential loss arising from or connected to these terms and conditions in contract, tort, under any statute or otherwise (including, without limitation, for loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind) unless such loss arises as a result of our own negligence or wilful misconduct;

8.2 

Where any law implies in these terms and conditions any term, and that law voids or prohibits provisions which exclude or modify the operation of such term, then the term is taken to be included in these terms and conditions.  However, our liability for breach of such term or any statutory guarantee conferred by legislation will be, if permitted by law, limited to one of the following remedies (at our option):

(a) 

in the case of services: the resupply of the services; or the payment of the cost of resupply; and

(b) 

in the case of goods: the replacement of the goods, the supply of equivalent goods, the repair of the goods; the payment of the cost of replacing the goods (or of acquiring equivalent goods), or the payment of the cost of having the goods repaired.

8.3 

Our liability to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage.  This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.

9. 

Termination

9.1 

We may immediately suspend, terminate or limit your access to and use of the Site and (where relevant) your account if you breach these terms and conditions and:

(a) 

the breach cannot be remedied;

(b) 

you fail to the remedy the breach within 10 days of our notice to you of that breach; or

(c) 

if there is an emergency.

9.2 

You may stop using the Site at any time and for any reason.

9.3 

We may stop making the Site (or any part of it) available without prior notice.

10.  

 Privacy policy and collection of information

10.1 

Our privacy policy is available at www.woolworths.com.au and forms part of these terms and conditions. You acknowledge and agree to our privacy policy.

10.2 

Your personal information will be handled in accordance with the terms agreed between you and Woolworths during the registration and log on process, the privacy policy and these Woolworths Engage and Empower Website Terms.

10.3 

By accessing and using the Empower Site, you agree and accept that Woolworths will collect personal information about you (including your name, phone number, address, email address, date of birth, EDR card number and photograph) and certain information about your location and activities (including as described in clause

10.4 ).

10.4 

When you are logged into the Empower Site, Woolworths will collect information arising from your access to and use of the Empower Site on your computer or mobile device including information about the following:

(a) 

your location (including geo-location data);

(b) 

your navigation, requests and activities on or through the Empower Site; and

(c) 

reporting for suppliers at an aggregated level.

10.5 

The information referred to under clause 10.4

(a) and 10.4 (b) will be collected at regular intervals on an ongoing basis only during the period that you are logged into the Empower Site.  This will occur only during the term of your engagement with Woolworths.

10.6 

Woolworths will collect, use, hold and disclose the information referred to under clause

10.4 for the following purposes:

(a) 

identifying and verifying your closest Woolworths store;

(b) 

determining which Woolworths store’s data is relevant to you and can be shared with you; and

(c) 

administering the Empower and Engage Programs, managing activities, support, products and services in Woolworths’ stores (including identifying potential improvements and business training opportunities).

10.7 

Woolworths will not collect the information referred to in clause

10.4 above when you are not logged into the Empower Site.

10.8 

As part of maintaining and managing the Empower and Engage Program, we may also disclose your personal information to Woolworths and support service teams (which may be located both onshore and offshore (including in India)).

10.9 

We may also disclose your personal information to your employer for the purposes described in clause 10.6(c).  For example, we may disclose results of your Woolworths Engage training and accreditation exam to your employer.  We may also provide your employer with an overview of system activities (including activities on the Empower Site) at an aggregated level.

11.  

Intellectual property rights

11.1

You:

(a) 

acknowledge that the copyright in the Site, the software, design, text and graphics comprised in the Site, the selection and layout of the Site and the content and materials on the Site (together, the “Materials”) are owned by or licensed to us;

(b) 

must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public a Material without our prior written consent; and

(c) 

must not frame or embed in another website any of the material appearing on this Site without our prior written consent.

11.2 

This Site contains registered trade marks and other trade marks which are protected by law. You must not use any of the marks or trade marks appearing on the Site or our name or the names of our related bodies corporate without our prior written consent. You must not use any of the other company, product and services marks on the Site that are owned by other third parties (including our suppliers) without obtaining the relevant third party owner’s consent.

12.  

Changes to these terms and conditions

12.1 

We may change these terms and conditions at any time, and such modifications will be effective as soon as they are posted. While we will make reasonable endeavours to notify you of changes to these terms and conditions, we recommend that you read these terms carefully each time you access this Site.

13.  

General

13.1 

The Site may contain links to external websites that are not operated by us or our related bodies corporate.  These links are provided for your convenience only and you agree that:

(a)   

we make no representations or warranties, or have any responsibility or liability for those websites;

(b)   

these links do not indicate, expressly or impliedly, that we endorse the site or the products or services that are provided at those sites; and

(c)   

you access and use the products and services made available at those sites solely at your own risk.
13.2   

If the whole or any part of a provision of these terms and conditions is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these terms and conditions, however, have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.
13.3 These terms and conditions are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.