MEMBERSHIP

Nature of your membership 1. We reserve the right to refuse to accept any membership application in our absolute discretion. 2. To qualify as a member you must be: a) an individual aged over 18 years, a partnership, or a body corporate; and b) actively engaged in the business of agricultural production; or c) (if you are not actively engaged in the business of agricultural production) have associated skills, qualifications or experience which we consider in our absolute discretion to be of significant value to FTA and our members. 3. Subject to any minimum initial membership period specified on your application form, your membership of FTA lasts for one year. Your membership commences on 1 March in the year that you join, and expires on 28 (or 29) February in the following year (a “Membership Year”). For each Membership Year in respect of which you are a fully paid member of FTA, you are entitled to all benefits of FTA membership as published by us from time to time, 4. Membership of FTA is not perpetual. You have no automatic right to renew your membership at the end of any Membership Year, including during any initial minimum membership period specified on your application form. Your annual renewal is at the discretion of FTA. 5. Membership of FTA does not entitle you to any ownership or security interest in FTA of any kind, nor to any voting rights akin to shareholders or directors. In particular, we are not a managed investment scheme and are not regulated as such. 6. As a member you have no power or authority to bind FTA nor to pledge our credit in any way, and you must not hold yourself out as having any such power or authority. 7. Your rights as a member are strictly personal to you. You may not assign, transfer, or lend your membership to any other person or business. 8. We may assign, novate or transfer your membership to another entity controlled by us, or which acquires the whole or any part of our business, at any time. OBLIGATIONS AS A MEMBER 9. As a member of FTA you must comply with our rules and reasonable directions from time to time. CONFIDENTIALITY 10. You must keep confidential and must not use or disclose any of our confidential information or the confidential information of our related entities or other members, unless required by law or unless that information comes into the public domain through lawful means. Confidential information includes pricing information, product information, member information, trade secrets, and any other information which is reasonably considered proprietary or confidential in nature. 11. You acknowledge that if you breach your obligations of confidentiality then this may cause significant loss and damage to FTA, our related entities, and / or our other members. As such: a) you acknowledge and agree that we or our related entities may bring proceedings seeking injunctive relief to restrain you from breaching your obligations of confidentiality under these Terms and Conditions; and b) you must indemnify us and each of our related entities and members from and against all and any loss, damage, claim, demand, cost or expense suffered or incurred as a result of any breach of your obligations of confidentiality. We hold the benefit of this indemnity on trust for each of our related entities and members. BUYING GROUP ARRANGEMENTS 12. FTA may from time to time facilitate buying group arrangements through one or more of our related entities. FTA does not guarantee the obligations of our related entities, and to the maximum extent permissible by law FTA disclaims all and any responsibility and liability for the acts or omissions of our related entities. 13. We give no representation or warranty as to the total amount of the savings (if any) or other benefits that you may enjoy through participating in any buying group arrangements from time to time. 14. We do not guarantee the availability of any particular products through any buying group arrangements from time to time. 15. You acknowledge and agree that any products that you purchase through any buying group arrangements are for your own business use only and not for provision or on-sale to any third party. 16. You agree to comply with any and all terms and conditions of sale and purchase that we or our related entities may publish from time to time in connection with any buying group arrangements. EDUCATION AND INFORMATION PRODUCTS 17. Where we or our related entities supply you with education or information products or services, you acknowledge and agree that: • any advice or guidance given in those products or services is general in nature and is not a substitute for independent professional, technical, business or agronomy advice; • to the extent that those products or services are authored, created, or otherwise provided by third parties, we have not verified their completeness or accuracy and to the maximum extent permissible by law we disclaim responsibility for their content; • we are not responsible for ensuring that those products or services are updated to reflect legislative, regulatory, or other changes. POTENTIAL FUTURE CAPITAL RAISE 18. If in future we decide to seek external equity capital to fund our ongoing operations, where practicable and to the extent permissible by law we will use reasonable efforts to ensure that our current members as at the relevant time are given a fair and equitable opportunity (but not an obligation) to contribute some or all of that equity capital, on such basis as we determine at the relevant time. TERMINATION AND SUSPENSION 19. We may terminate or suspend your membership immediately and without refund if you: • breach any of your obligations under these terms and conditions or under any other contract that you may have with us or with one of our related entities from time to time; • act in a manner which brings (or is likely to bring) FTA or one or more of its members, directors or related entities into disrepute; • fail to comply with our reasonable and lawful instructions from time to time; • die; or • become insolvent. 20. If you cancel your membership for any reason, your fees are not refundable unless we have materially breached our obligations to you. PRIVACY 21. We will collect and deal with your personal information in accordance with the Privacy Act 1988 (Cth). You consent absolutely to us collecting and dealing with your personal information. Please refer to the privacy policy on our website. LIABILITY 22. Subject always to the consumer guarantees set out in Division I of Part 3-2 of Schedule 2 of the Competition and Consumer Act 2010 (Cth) and to the extent otherwise permitted by law, you agree to release and forever discharge us from any loss, cost, claim, liability, demand or damages arising in connection with your membership of FTA. 23. To the maximum extent permissible by law, we disclaim any liability for special, indirect or consequential losses. 24. You must indemnify FTA from and against all and any loss liability claim demand damage cost and / or expense suffered or incurred by FTA due to your negligence, breach of duty, or breach of contract. MEDIATION 25. If a dispute arises between you and us (or between you and any entity associated with us) in relation to your membership of FTA or any associated matter, then before issuing legal proceedings in respect of that dispute you and we must first endeavour to resolve that dispute through mediation facilitated by an independent mediator. The independent mediator will be a person agreed between you and us or, in default of agreement within 10 business days, nominated by the Resolution Institute at the request of either party. The mediation will occur at a venue selected by us (acting reasonably) and the mediator’s costs will be borne as to 50% by us and 50% by you. This clause does not prevent you or us from seeking or obtaining urgent injunctive relief where the circumstances require or permit. GST 26. If the supply of goods and/or services by us to you under or in connection with these Terms and Conditions is a taxable supply, then the amount payable to us will be increased by the amount of the GST payable by us in respect of that supply, subject to the provision of a valid tax invoice. GENERAL 27. If any part of these Terms and Conditions is at any time illegal, invalid or unenforceable, it will be read down to the extent possible. However, if that is not possible, that part will be severed from these Terms and Conditions and the remainder of the Terms and Conditions will continue to have full force and effect. 28. We reserve all rights to make reasonable variations to these Terms and Conditions in order to protect our legitimate business interests without prior approval from you, upon not less than 14 days’ prior notice. 29. These terms and conditions are governed by the laws of Victoria, Australia.