1.1 We provide the use of our Website and services to you when you visit our Website including to purchase a Product.
1.2 These Terms and Conditions of Use (“Terms”), and no other terms and conditions, will apply to your use of our Website and/or order and purchase of a Product.
1.3 If these Terms are to be modified or are not being used, they must be explicitly varied or excluded by the terms of another Contract or agreement in writing between you and us.
1.4 We reserve the right to make changes to the Terms at any time by posting updated Terms on our Website. You will be subject to the Terms made available on the Website at the time that you use the Website or purchase a Product.
2.Privacy
2.1 We are governed by the standards, rights, and obligations outlined in the Australian Privacy Principles of the Privacy Act 1988 (Cth).
USE OF WEBSITE
3.Conduct
You are responsible for your own conduct and use of our Website, and you must comply with the Acceptable Use terms as set out at clause 4.
4.Acceptable Use
By using the Website, you agree not to misuse the Website. This includes but is not limited to; that you must not, and must not attempt to, do the following:
a. probe, scan, or test the vulnerability of any system or network;
b. breach or otherwise circumvent any security or authentication measures;
c. access, tamper with, or use non-public areas or parts of the Website, or shared areas of the Website you have not been invited to;
d. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Website;
e. access or search the Website by any means other than our publicly supported interfaces;
f. send unsolicited communications, promotions, advertisements, or spam;
g. send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;
h. use automated or other means to create accounts in bulk or to access the Website other than by using our official interface;
i.publish or share information about other users of the Website without their written permission;
j. violate the law in any way including storing, publishing, or sharing material that is fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others;
k. impersonate others by providing fraudulent or falsified documents or by sharing misleading personal information.
5.Copyright and other rights
5.1 All content included in or made available to you through our Website, including the texts, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations are our property or the property of third-party suppliers, and are protected by Australian and international copyright and authors rights laws and (where applicable) database right laws.
5.2Other than to the extent necessary to use our Website for its permitted purpose and in accordance with these Terms, you may not copy, extract, or re-utilise any content of ours without our prior, express written consent. In particular, you must not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any parts of any of our content, without our prior, express written consent. You must also not create or publish your own database that features a substantial part of our Website or our content, without our prior, express written consent.
6.Access and Use
6.1 We reserve and retain all rights not expressly granted to you in these Terms (and which are not the property of third-parties).
6.2 We do not warrant that the use of the Website will be error-free and without disruption and that you will always be able to access it. There may be updates and maintenance of the Website from time to time.
7.Our role
7.1 We, through our Website, provide you with the opportunity to purchase a Product, which is then installed by a third-party sub-contractor. Whilst we facilitate the transactions which are carried out on our Website, we make no representations and provide no warranties in respect of the content of and reliance on a Product. You indemnify and release us from any and all Claims and Liabilities caused by, related to, or associated with the content of or reliance on a Product.
7.2 We do not assume any responsibility or liability arising out of or in connection with the Product.
8.Disclaimer and Liability
8.1 Unless otherwise specified in writing, we disclaim, and do not make any representation or warranty of any kind in respect of the Website, including without limitation any representation or warranty:
a. that the Website is free of viruses or other harmful components; or
b. that your use of the Website will be uninterrupted or error-free.
8.2 Nothing in these Terms is intended to exclude, restrict, or modify any right or remedy you have in statute including under the Australian Consumer Law or otherwise to the extent that that right or remedy cannot be excluded, restricted, or modified under law.
8.3 Any disclaimer, exclusion, or limitation in these Terms applies as provided for in these Terms to the full extent permitted by law and subject to any such non-excludable right or remedy.
ORDER OF PRODUCT
9.Ordering our Product
9.1 Any quotation or estimate by us to you does not constitute an offer to supply.
9.2 Unless otherwise stated by us, any quotation or estimate by us will remain valid for 30 calendar days from the date of the quotation provided that we may withdraw or vary a quotation at any time prior to our acceptance of an Order.
9.3 Any Order by you to us or any acceptance of any Product by you will constitute your agreement to these Terms.
9.4 No Order by you will be binding on us unless we accept the Order.
9.5 If we accept an Order, we and you will have created a binding Contract and we will supply the Product to you, and you will pay the Price to us, in accordance with the terms of the Contract (which will include these Terms).
9.6 You must ensure that any Order by you will be fit for the intended purpose of the Product.
9.7 We may cancel any Contract at any time prior to delivery of the Product to you, with no liability other than to repay any amount to you of the Price paid in advance of the cancellation.
10.Price
10.1 If not specifically stipulated in the Contract:
a. we may invoice you for the Product before we supply the Product to you; and
b. the Price is exclusive of GST.
10.2 You must make full payment of the Price on the date specified in the Contract, otherwise, we will not supply the Product to you (the “Due Date”).
10.3 If you do not pay us by the Due Date, we are entitled to;
a. charge you interest on the monies due on a daily basis at the rate of 5% calculated daily and compounded monthly from the Due Date for payment until the actual date of payment. You must pay this interest; and
b suspend the supply of Product to you; and
c. recover our fees and expenses, including but not limited to debt recovery fees and legal fees, in chasing you for the debt.
11.Force Majeure
We will not be liable to you for any failure to perform, or delay in performing, our obligations under these Terms or a Contract if the failure or delay is due to any cause beyond our reasonable control. If any such failure or delay continues for a period of 10 Business Days, we may terminate any affected Contract.
12.Your use of the Product
12.1 All Intellectual Property Rights in all designs, drawings, technical information, and documents created by us in relation to the Product will remain with us and will not be assigned to you and no supply of Product to you will grant to you any Intellectual Property Rights in respect of the Product or such designs, drawings, technical information, or documents.
12.2If we supply any designs, drawings, technical information, or documents to you as part of the Product, we grant to you a non-exclusive, non-transferrable, right to use the designs, drawings, technical information, and documents strictly and only for the purposes of your personal (and not commercial) use of the Product.
13.Warranties
13.1 We do not warrant the Product is fit for any purpose whether or not made known to us or to any of our Personnel, however, do provide a 12-month warranty on the Product if you fit the criteria outlined in clause 14 below.
13.2 We exclude all express and implied conditions and warranties in relation to the Product except those conditions or warranties that cannot be excluded by law and our liability under any such conditions or warranties is limited to, at our option, arranging to resupply the Product or refund the money paid and received for the Product.
13.3 Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or any Fair Trading Act except to the extent permitted by such Acts.
14.Returns and Replacements
14.1 We acknowledge that there may be instances whereby we elect to resupply the Product or refund the money paid and received for the Product.
14.2You acknowledge that no liability is accepted for, and the relevant 12-month warranty does not apply for:
a. Damage caused by misuse of failure to adhere to the manufacturer’s selection and installation specifications, instructions, or recommendations;
b. Fair wear and tear;
c. Defects arising due to the installation of the Product whereby the Product was not installed by licensed locksmiths or security technicians, including any damage caused to the structures the Product was installed in;
d. Damages or defects caused by circumstances outside our control;
e. Damages or defects within acceptable industry variances;
f. Product that has been used for purposes other than those which were designed;
g. Damages caused by exposure to abnormal conditions, including but not limited to environment, temperature, water, fire, humidity, pressure, stress or similar;
h. Defects arising due to abuse, misuse, or neglect;
i. Product that has not been maintained as recommended;
j. Product that has been modified, built on or repaired;
k. Overhaul, replacement, or repair works undertaken prior to approval from us of any warranty claim; or
l. Damage caused by the fault of a leaking battery in the digital lock causing the lock to corrode and fail.
14.3 If the 12-month warranty does apply to your Product and you wish to return the Product and receive a refund, you acknowledge and agree that:
a. If the Product is returned within 30 days the date of arrival, within the original packaging and including all relevant accessories and without any damage, you will be eligible for a complete refund, minus any shipping costs associated with returning the Product; and
b. If the Product has been fitted (or attempted to be fitted) prior to return and the Product is not damaged, in the event that the Product is returned with all relevant accessories and without any damage, you will be eligible for a refund, minus shipping fees, restocking fees of 25% and any associated costs with reselling the Product.
14.4 If the 12-month warranty does apply to your Product and you wish to return the Product and receive a replacement, you acknowledge and agree that:
a. We have sole discretion regarding whether a replacement will be provided;
b. A deposit of 30% of the original purchase price (less fees and shipping) will be required from you prior to sending out the replacement Product. The deposit will be returned to you upon us receiving the returned goods and determining that they are damaged/defective;
c.If the Product is not returned, or returned and deemed to be non-defective, you agree and acknowledge that you forfeit the deposit and will render any further warranty claims associated with the replacement product void; and
d. It is your responsibility to arrange for the shipping fees associated with the return of the defective Product and replacement Product, and we will not cover any costs associated with the removal of the original Product or the installation of the replacement Product.
15.Disclaimer and Liability
15.1 We disclaim, and do not make any representation or warranty of any kind in respect of the Product, including without limitation any representation or warranty:
a. as to the suitability or availability of the Product; or
b. as to the validity or reliability of the Product.
15.2We disclaim, and do not make any representation or warranty of any kind in respect to the exactness/likeness of the images/videos of the Product on the Website and the Product supplied to you, and you acknowledge that minor modifications to the Product may be made by us, including but not limited to adding our logo to the Product.
15.3 We will in no way be responsible or liable for:
a. any losses that arise which are not directly caused by any breach on our behalf; or
b. any delay or failure to comply with our obligations under these Terms if the delay or failure arises from any cause which is beyond our reasonable control.
15.4You acknowledge that there may be time limitations in respect of the validity and reliability of a Product, and which may be specified in the Product itself.
15.5 Our liability for any Liability or Claim in relation to these Terms, any Contract, and any supply of Product will be limited to the amount of the GST exclusive aggregate Price paid by you to us under the Contract(s) that gave rise to such liability.
15.6 We will not be liable to you for any Liability or Claim of any kind arising directly or indirectly in relation to any indirect or consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal or unforeseeable loss or any similar loss whether or not reasonably contemplated by you.
15.7 You must take reasonable steps to mitigate any loss you suffer or incur.
16.Release and Indemnity
You indemnify us and each member of our Personnel from and against any Liability or Claim arising directly or indirectly in relation to:
a. the accuracy of all information provided by you to us in relation to the Product or any other matters;
b. your breach of these Terms or any Contract;
c. your or any of your Personnel’s negligence or wilful misconduct in use of the Product;
d. us or any of our Personnel delivering the Product in accordance with your instructions;
e. the Product not being fit for any particular purpose;
f. you or any of your Personnel using or relying on the Product, regardless of the time or date of the use or reliance (in respect of any time limitations as referenced in clause 15.3); and
g. you or any of your Personnel purporting to cancel any Order or Contract.
17.Termination
We may immediately terminate, or suspend the performance of, any Contract and you must immediately pay any money owed to us if:
a.you breach a term of these Terms or any Contract and do not remedy the breach within 7 calendar days of receiving a notice from us requiring you to do so;
b. you breach a term of these Terms or any Contract which is in our reasonable opinion not capable of remedy; or
c. an Insolvency Event arises in relation to you.
INTERPRETATION
18. Miscellaneous
18.1 We and you agree that:
a. no Contract will create any partnership, joint venture, agency, or relationship of employment between the parties.
b. any waiver by us must be express and in writing.
c. all notices between us and you must be in writing.
d. our rights under these Terms or any Contract do not exclude any other rights available to us.
e. the actions of any person claiming to have your authority will bind you to the extent permitted by law.
f. if any provision of these Terms or any Contract is deemed by a court of competent jurisdiction to be invalid, void, or unenforceable, the provision will be severed, and the remaining provisions will continue to apply.
g. we may assign any rights or benefits under these Terms or any Contract to any third-party.
h. you may only assign any rights or benefits under any Contract or these Terms or any Contract with our prior written consent.
i. these Terms and any Contract will be governed by the laws of, and the parties submit to the jurisdiction of the courts of, the state of South Australia.
18.2In these Terms:
a. the headings are for ease of reference only and will not affect interpretation.
b. the singular includes the plural and vice versa.
c. any other grammatical form of a word or expression defined in these Terms has a corresponding meaning.
d. a reference to a document includes the document as novated, altered, supplemented, or replaced.
e. a reference to a party includes that party’s executors, administrators, heirs, successors in title, permitted assigns and substitutes.
f. a reference to a person includes a natural person, body corporate, partnership, trust, association, or any other entity.
g. a reference to a statute, ordinance, code, or law includes regulations, rules and other instruments under the statute, ordinance, code or law and any consolidations, amendments, re-enactments, or replacements.
h. a word or expression defined in the Corporations Act has the meaning given to the word or expression in the Corporations Act.
i. the meaning of general words is not limited by specific examples introduced by “including”, “for example”, or similar expressions.
j. any agreement, representation, warranty, or indemnity by two or more parties binds those parties jointly and severally.
k. any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing.
l. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms.
m.if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed, or the event must occur, on or by the next Business Day.
19.Definitions
In these Terms:
“Business Day” means any day except Saturday, Sunday, and any day which is a declared public holiday in South Australia.
“Claim” means any actual, contingent, present, or future demand, claim, action, suit, or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance, or any other remedy of whatever nature and however arising, whether direct or indirect, and whether under statute, contract, tort (including but not limited to negligence), equity, or otherwise.
“Confidential Information” means information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible, or any other form, relating to us or to any of our related entities, including but not limited to any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies, or any other matter.
“Contract” means a contract formed as a result of our acceptance of an Order from you.
“Corporations Act” means the Corporations Act 2001 (Cth).
“Insolvency Event” means any of the following, or any analogous, events:
a. you dispose of the whole or any part of your assets, operations, or business, other than in the ordinary course of business;
b. you cease, or threaten to cease, carrying on business;
c. you are unable to pay your debts as the debts fall due;
d. any step is taken by a mortgagee to take possession or dispose of the whole or any part of your assets, operations, or business;
e. any step is taken for you to enter into any arrangement or compromise with, or assignment for the benefit of, your creditors or any class of your creditors; or
f. any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator, or liquidator of the whole or any part of your assets, operations, or business.
“Intellectual Property Rights” means any present or future rights conferred by statute, common law, or equity in any part of the world in relation to any confidential information, copyright, trademarks, service marks, designs, patents, circuit layouts, business names, domain names, inventions, trade secrets, or other results of intellectual activity in any industrial, commercial, scientific, literary, or artistic fields.
“Liability” means any loss, liability, cost, payment, damages, debt, or expense (including but not limited to reasonable legal fees).
“Order” means any written or verbal order by you to us for the Product.
“Personnel” means any relative, employee, contractor, subcontractor, agent, partner, director, or officer of a party.
“Price” means the price of the Product as nominated by us from time to time.
“Product” means the smart lock products and other miscellaneous items available for order via our Website or through Us directly.
