Terms & Conditions

Last updated 15th April 2024

Kaplar Pty Ltd trading as 'Kaplar Laser'

ABN 18 674 571 567

TERMS AND CONDITIONS FOR BUYING PRODUCTS AND JUST BROWSING

Welcome to Kaplar Laser.

In these terms, we also refer to Kaplar Laser as “our”, “we”, or “us”.

And you are you!

What are these terms about?

These terms apply when you use this website, being kaplarlaser.com.au and any other websites we operate with the same domain name and a different extension (“Website”).

These terms also apply when you purchase products through this Website (“Products”).

If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here.

We separated these terms into three parts, so they are easy to read and understand.

Those parts are:

• Part A: Terms for when you buy Products (applies when you buy)
• Part B: Terms for when you browse and interact with this Website (applies when you browse)
• Part C: Liability and warranties, and interpretation provisions (applies to both buying and browsing)

Please let us know if you have any questions about these terms, and don’t continue using this Website or purchase any Products unless you have read and agree to these terms.

I’ve returned to your Website, do I need to read these terms again?

Once you place an Order, the terms accepted at the point of sale will apply to your purchase of those Products. However, please note that we may change any part of these terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or purchase Products. You can check the date at the top of this page to see when we last updated these terms.

Part A For When You Buy Products…

1 SUBMITTING AN ORDER

(a) By submitting an order for purchase of a Product using the Website’s functionality (Order) you represent and warrant that:
- (i) you have the legal capacity and are of sufficient age to enter into a binding contract with us; and
- (ii) you are authorised to use the debit or credit card you provide with your Order.
(b) Submitting an Order constitutes your intention and offer to enter into Part A of these terms (including Part C which you agreed to by using this Website) where we will provide you with the Products you have ordered in exchange for your payment of the total amount listed upon checkout.
(c) Part A of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order is being processed.

2 ACCOUNTS

(a) To submit an Order and/or to purchase a Product, you may be required to sign-up, register and receive an account through the Website (an Account).
(b) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.
(c) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
(d) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(e) We may suspend or cancel your Account if you do not comply with these terms or any other reason on notice to you.

3 PRODUCTS

3.1 BESPOKE PRODUCTS

(a) We may offer you the option to create and design a bespoke Product (Bespoke Product).
(b) You agree that you are solely responsible for providing us with the correct information including, without limitation, the correct specifications, colour and options (Your Designs).
(c) You acknowledge and agree:
- (i) Your Designs are free from:
- - (A) any harmful, discriminatory, illegal, threatening, abusive, vulgar, obscene, profane, defamatory or maliciously false implications and do not contain any offensive or explicit material; and
  - (B) any material defects, bugs, errors, security flaws, disabling codes or instructions, spyware, Trojan horses, worms, viruses, malicious code or ransomware, and
- (ii) Your Designs must not contain material that may incite a person to commit a criminal offence or otherwise violate a law.
(d) You:
- (i) warrant that our use of Your Designs as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
- (ii) will indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.
(e) We bear no responsibility if the Bespoke Product is unsuitable, incompatible or does not fit your needs due to any incorrect information you may provide us.
(f) You acknowledge and agree that we assume no liability if a Bespoke Product is deemed unsafe, causes harm, damage or fails to operate as intended to due to design flaws or defects. We shall not be held liable for any damages or losses arising from factors beyond our control.
(g) You agree that if, when ordering the Bespoke Product, you supply any incorrect information to us:
- (i) the Products will not be considered a Faulty Product, as defined in clause 7.3(a); and
- (ii) you will solely be responsible for any damage or loss you may suffer as a result of providing any incorrect information.

3.2 PRODUCT CUSTOMISATION

(a) We may offer you the option of adding a company logo or custom text to the Products (collectively, Your Content). If we offer this option, you may submit Your Content through the Website at the time of placing your Order or contact us using the details provided on our Website.
(b) You acknowledge and agree that:
- (i) Your Content and all the information in your Order, including the details of the recipient (if applicable), is accurate, adequate and complete;
- (ii) Your Content is free from:
- - (A) any harmful, discriminatory, illegal, threatening, abusive, vulgar, obscene, profane, defamatory or maliciously false implications and does not contain any offensive or explicit material; and
  - (B) any material defects, bugs, errors, security flaws, disabling codes or instructions, spyware, Trojan horses, worms, viruses, malicious code or ransomware;
- (iii) Your Content must not contain material that may incite a person to commit a criminal offence or otherwise violate a law;
- (iv) Your Content will be provided to us by way of a high-quality image file (if relevant); and
- (v) you are solely responsible for ensuring the accuracy of any personalisation request that you make, and we recommend you double check the content of the request before you make it.
(c) You grant us a licence to use Your Content for the purposes of enabling us or any of our third party suppliers to provide you with the Products in accordance with clause 8.1
(d) Any personal information that is contained within Your Content will be dealt with in accordance with our Privacy Policy, accessible here:

3.3 PUBLISHING IMAGES ONLINE

By submitting an Order for purchase of a Product, you acknowledge and agree that we may, in our discretion, publish photographs or images of the completed Products (which may incorporate Your Content) on our Website or social media platforms for marketing and promotional purposes, without any rights or accreditation to you. If you have any concerns or questions, please contact us using the details provided on our Website.

3.4 PRODUCT VARIATIONS & DISPLAY

(a) We will endeavour to ensure that the Products provided will be substantially the same as the Products displayed on our Website, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on our Website.
(b) Please note that the props displayed in images on our Website are for illustrative purposes only and are not available for sale. These props are used solely for enhancing the visual representation of our Products and services. The inclusion of any branded products as props does not constitute our endorsement or affiliation with the featured brands.
(c) Until the price of your Products is paid in full, title in those Products is retained by Kaplar Laser. Risk in the Products will pass to you on delivery in accordance with clause 5. Delivery must not be refused by you.

3.5 DELAYS

(a) Due to the nature of our Products, turnaround timeframes and dispatch of orders may vary depending on a range of factors, including the availability of materials and resources.
(b) You acknowledge and agree that:
- (i) while we endeavour to meet as close as possible the turnaround timeframes as provided on our Website, or as otherwise advised by us, these are estimates only and we do not guarantee that you will receive your Order within the estimated timeframe; and
- (ii) you will not be entitled to any refund or credit if you do not receive your Order within the estimated timeframe.

4 PAYMENT

(a) All prices are:
- (i) per unit (except where indicated);
- (ii) in Australian Dollars; and
- (iii) subject to change prior to you completing an Order without notice.
(b) (International Payments) You acknowledge and agree that, if you make a payment from outside of Australia, you are solely responsible for:
- (i) any associated conversation rates and/or bank fees; and
- (ii)any taxes payable in respect of you receiving the Products outside of Australia.
(c) (Payment obligations) Unless otherwise agreed in writing,
- (i) if Kaplar Laser issues an invoice to you, payment must be made by the time and via the payment method specified in such invoice; or
- (ii) in all other circumstances, you must pay for all Products at the time of placing an Order.
(d) (GST) Unless otherwise indicated, amounts stated on the Website include GST. In relation to any GST payable for a taxable supply by Kaplar Laser, you must pay the GST subject to Kaplar Laser providing a tax invoice.
(e) (Payment surcharges) Kaplar Laser reserves the right to charge and apply a payment surcharge on certain payment methods as listed on our Website from time to time.
(f) (Online payment partner) We may use third-party payment providers such as Stripe, Apple Pay, PayPal and Google Pay (Payment Providers) to collect payments for Products. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and, to the maximum extent permitted by law, we will not be liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
(g) (Pricing errors) In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
(h) (Buy Now Pay Later) We may allow you to select Afterpay or another “buy now pay later” service as a payment method at checkout. Afterpay is a payment option which allows you to purchase what you want now and pay it off later through instalments. Afterpay’s terms of use can be found here. Late fees may apply if you miss your scheduled payments. Please refer to the Afterpay website for more information. Our returns and exchange process set out in clause 7.3 will apply to Afterpay returns. You must continue paying any Afterpay instalments even after you have returned a Product. Remaining instalments will only be cancelled once the return has been processed. For partial returns or exchanges, Afterpay will adjust your remaining instalment amounts.

5 DELIVERY AND SHIPPING

(a) (Delivery Costs) Unless otherwise agreed in writing,
- (i) if Kaplar Laser issues an invoice to you, delivery costs will be specified in such invoice; or
- (ii) in all other circumstances, delivery costs will be added to the cart upon checkout. The prices displayed at checkout are inclusive of delivery to the address chosen by you.
(b) (Delivery Types) We offer standard and express shipping with delivery times reliant on the delivery service provider providing the service.
(c) (Delivery Details) Kaplar Laser may charge you for delivery at any time (notwithstanding that it may not have previously done so). Where prices are stated as inclusive of delivery:
- (i) delivery is to the delivery point specifically accepted by Kaplar Laser; and
- (ii) we will deliver the Products to you in accordance with the shipping information displayed on our Website.
(d) (Delivery Information) You warrant that all delivery information provided is accurate, correct and up-to-date. Any inaccuracies or misspellings in the delivery information provided are solely your responsibility. We reserve the right to charge you redelivery resulting from such inaccuracies or misspellings.
(e) (Delivery Issues) Third party courier terms apply to the delivery of the Products to you. Any problems with delivery should be directed to us to troubleshoot the issue. We will endeavour to assist you to ensure your delivery arrives. All delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
(f) (International Orders) Kaplar Laser reserves the right to refuse international orders. You are responsible for ensuring that your purchases comply with the local laws of your jurisdiction. Approved international orders may be subject to customs and import duties upon reaching its country of destination. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, including reimbursing you for any customs or import duties you may pay.

6 DISCOUNT CODES & GIFT CARDS

6.1 DISCOUNT CODES

(a) We may provide promotional offers and codes offering a discount on the Products (Discount Code). To use a Discount Code, you will need to enter the code at checkout.
(b) You agree that Discount Codes:
- (i) may only be used once and cannot be combined or used together in a single transaction;
- (ii) may have restrictions on the discount amount and the number of Products to which they can be applied;
- (iii) cannot be applied retrospectively to an Order;
- (iv) cannot be applied to Products marked as “sale”; and
- (v) are non-transferable and cannot be redeemed for cash or store credit.
(c) A Discount Code may be subject to additional terms or conditions and we recommend you check the terms of any promotion to avoid disappointment.
(d) We reserve the right to deny use of a Discount Code for any reason, including where we have reason to suspect that there has been an attempt to deceive or defraud us through the use of a Discount Code.

6.2 GIFT CARDS

(a) We may issue gift cards for use on our Website (Gift Cards).
(b) Gift Cards are valid online at our Website and are redeemable through our checkout in accordance with the process set out on the Gift Card or otherwise communicated to you.
(c) Gift Cards are not legal tender, account cards, credit or debit cards or securities. They are not reloadable and cannot be exchanged or redeemed for cash, a discount, or anything else other than our Products.

7 CHANGES TO YOUR ORDER

7.1 CANCELLATION BY US

We reserve the right to cancel your order for any reason and we will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.

7.2 CANCELLATION BY YOU

You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you. However, our refunds and exchanges process in clause 7.3 may apply.

7.3 RETURNS AND EXCHANGES

(a) We do not offer change of mind returns.
(b) We will provide a full refund of the price paid for a Product if we determine that:
- (i) a Product you have ordered was not received by you solely due to failure by us;
- (ii) a Product provided to you was not substantially the same as the Product you ordered as displayed on our Website (subject to reasonable variation as a result of screen display, colour and brightness, and image quality); or
- (iii) a Product is faulty, in accordance with clause 7.3(c), in which case we may provide store credit, a replacement or a full refund of the price paid for a Product.
(c) (Faulty products) The following process applies to any Product you believe to be faulty.
- (i) If you believe your Product is faulty, please contact us using the details provided on our Website with a full description of the fault (including images).
- (ii) If we determine that your Product may be faulty, we will request that you send the Product back to us at your cost for further inspection, including any accessories, manuals, documentation or registration shipped with the Product. We reserve the right to further inspection before deeming a Product faulty.
- (iii) If we determine in our reasonable opinion that the Product is not faulty, or is faulty due to fair wear and tear, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care, we will refuse your return and send the Product back to you at your cost.
- (iv) If we determine that the Product is faulty, we will issue you with a store credit, replacement or refund (including shipping costs) depending on the nature of the fault. All refunds will be credited back to your original method of payment unless you request otherwise and we approve this request.
- (v) If you fail to comply with the provisions of this clause 7.3 in respect of a faulty Product, we may, in our absolute discretion, issue only a partial refund or no refund in respect of the faulty Product.
- (vi) Nothing in this clause 7.3 is intended to limit or otherwise affect the operation of any manufacturers’ warranties which you may be entitled to or any of your rights which cannot be excluded under applicable law.

8 INTELLECTUAL PROPERTY

8.1 YOUR CONTENT

(a) You grant to us (and our subcontractors, employees and agents) a non-exclusive, royalty free, transferable, worldwide and irrevocable licence to use the Your Content to the extent reasonably required to create any part of your Products or perform other services we offer.
(b) You:
- (i) warrant that our use of Your Content as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
- (ii) will indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.

8.2 DEVELOPED IP

All Developed IP will be solely and exclusively owned by us (which may incorporate Your Designs). We reserve the right to reproduce the Developed IP for our commercial purposes, including using the Developed IP as marketing material on our Website and other mediums.

8.3 KAPLAR LASER IP

(a) Subject to clause 8.3(b), we grant to you a non-exclusive, royalty free, non-transferable and revocable licence to use Kaplar Laser IP and any Developed IP to the extent required for you to use and enjoy the benefit of our Products.
(b) Your licence does not include using any Kaplar Laser IP or Developed IP for commercial purposes without our written permission.
(c) Unless otherwise agreed in writing by us or in this clause 8.3, you will not acquire Intellectual Property Rights in any Kaplar Laser IP under this Agreement or as part of receiving our services. You must not copy or reproduce, either partially or in full, any Kaplar Laser IP or Developed IP.

8.4 DEFINITIONS

For the purposes of this clause 8

(a) “Your Content” means any Material supplied by you to us under or in connection with this agreement (such as photographs, testimonials, reviews, ideas posted on our Website or social media platforms), including any Intellectual Property Rights attaching to that Material.
(b) “Developed IP” means the Products and any other Material produced by us in the course of providing services to you, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to that Material or the Products. For the avoidance of doubt, this includes Products that are produced or manufactured by us based on Your Designs.
(c) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
(d) “Kaplar Laser IP” means all Material owned or licensed by us that is not Developed IP and any Intellectual Property Rights attaching to that Material.
(e) “Material” means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.

9 RATINGS AND REVIEWS

(a) The Website may allow you to leave reviews regarding the Products or your experience with us (each a ‘Review’).
(b) You must provide true, fair and accurate information in your Reviews.
(c) If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from using the Website, or submitting future Reviews. We do not undertake to review each Review made by a customer.
(d) To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
(e) You must only write about your own service experience or the Products you purchased. You are not permitted to write a Review about somebody else’s service experience, such as that of a family member or friend.

10 NO AFFILIATION

You acknowledge and agree that nothing in this agreement shall be construed as creating any partnership, joint venture, agency, employment, or any other similar relationship between the parties. Neither party shall represent itself as being affiliated with the other party in any capacity, unless expressly agreed upon in writing by both parties.

11 THIRD PARTY TERMS SUPPLIERS

(a) If we need to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms).
(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Website), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Products or any services related to providing the Products and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Products to you, and you can cancel your Order in accordance with clause 6.

Part B For When You Browse This Website…

12 ACCESS AND USE OF THE WEBSITE

You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.

13 YOUR OBLIGATIONS

You must not:

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website, including the Products, without the express consent of Kaplar Laser;
(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Products;
(c) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
(f) act in a way that may diminish or adversely impact the reputation of Kaplar Laser, including by linking to the Website on any other website; and
(f) act in a way that may diminish or adversely impact the reputation of Kaplar Laser, including by linking to the Website on any other website; and
- (i) gaining unauthorised access to Website accounts or data;
- (ii) scanning, probing or testing the Website for security vulnerabilities;
- (iii) uploading malware, ransomware or malicious code;
- (iv) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
- (v) instigate or participate in a denial-of-service attack against the Website.

14 INFORMATION ON THE WEBSITE

(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:
- (i) the Website may have errors or defects (or both, as the case may be);
- (i) the Website may have errors or defects (or both, as the case may be);
- (iii) messages sent through the Website may not be delivered promptly, or delivered at all;
- (iv) information you receive or supply through the Website may not be secure or confidential; and
- (v) any information provided through the Website may not be accurate or true.
(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content (as defined below).

15 INTELLECTUAL PROPERTY

(a) Kaplar Laser retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Website for the duration of the browsing session, for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from Kaplar Laser or as permitted by law.
(c) In this clause 15, “intellectual property rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.

16 LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

17 THIRD PARTY PLATFORM

(a) This Website is powered by a third party platform and the terms and conditions of that third party may apply to your use of this Website to the extent applicable to you. Those terms can be accessed here: www.shopify.com/legal/terms.
(b) To the maximum extent permitted under applicable law and our agreement with our third party platform provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing Orders.

18 SECURITY

To the maximum extent permitted by law, Kaplar Laser does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.

19 REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.

Part C Liability And Other Legal Terms

20 LIABILITY

20.1 WARRANTIES

Under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL), you may be entitled to certain remedies (like a refund, replacement or repair) if there is failure with the goods or services provided. Nothing in these terms is intended to limit the operation of the ACL. Please note that:

(a) Products sold by Kaplar Laser, will have only the benefit of any warranty given, and insurance held, by the manufacturer.
(b) to the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

20.2 LIABILITY

(a) To the maximum extent permitted by law and subject to clause 20.2(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these terms is limited to the total Fees paid by you to Kaplar Laser under the most recent Order.
(b) Clause 20.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of clause 4.
(c) The Products are intended to be used, stored and maintained in accordance with our instructions or user manual provided for each Product. We are not responsible for any loss or damage caused by your misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care.
(d) Claims for loss of or damage to Products in transit must be made against the carrier.

20.3 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any Products or services provided by us, except:

(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

21 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of an event beyond its reasonable control, including but not limited to:
- (i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
- (ii) strike or other industrial action;
- (iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
- (iv) decision of a government authority in relation to COVID-19, or other epidemic or pandemic,
- together, Force Majeure.
(b) If an event a Force Majeure occurs, we will use reasonable endeavours to notify you of:
- (i) reasonable details of the Force Majeure; and
- (ii) so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.
(c) Subject to compliance with clause 21(b) the relevant obligation will be suspended during the Force Majeure to the extent that it is affected by the Force Majeure.
(d) We will use our best endeavours to overcome or remove the Force Majeure as quickly as possible.

22 GENERAL

22.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

22.2 WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

22.3 SEVERANCE

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

22.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

22.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

22.6 COSTS

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

22.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

22.8 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to $, or “dollar”, is to Australian currency;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

23 NOTICES

(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in this agreement, and the email’s subject heading must refer to the name and date of this agreement.
(b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
(c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.