Terms and Conditions – Space Plants Pty Ltd ACN 617 539 876
Legal requirements ahead! Despite having completed our own testing and validation, there are still a few more formal certification sign-offs we will need before hitting the mass market. As such, we need to provide this official disclaimer for you to move ahead with your purchase.
This is a prototype release, and is not the final product. While every effort has been made in its design, its performance or compliance with local regulations can not be guaranteed.
1. In this document:
1.1. “Agreement” means the agreement between the Customer and the Supplier comprising these terms and conditions together with any additional terms notified to the Customer in respect of its purchase of Goods or use of the Services. The additional terms will prevail to the extent of any conflict between these terms and conditions and the additional terms;
1.2. “Covered Goods” means those Goods which the Supplier has specified as being covered by its warranty under clause 10.1;
1.3. “Customer” means the person placing the order for Goods or Services, or on whose behalf the Order is placed, with the Supplier;
1.4. “Future Rights” means jointly and severally all of those Rights (statutory and otherwise) comprised in the Intellectual Property Rights which may arise, be created, be granted or acquired in any way whatsoever in the future in respect of the Software.
1.5. “Goods” means any goods, products or materials supplied or to be supplied by the Supplier at any time and from time to time including, without limitation, any goods specified in an Order Statement or invoice;
1.6. “Improvements” means any improvement, modification, enhancement, derivative, application or use of the Intellectual Property Rights conceived, created or arising during or subsequent to the Customer’s access to the Software, including all Future Rights.
1.7. “Intellectual Property Rights” means all Rights, titles and interests throughout the world (including all rights conferred by legislation) in any intellectual property including (but not limited to) Future Rights, Improvements, concepts, know-how, software, processes, inventions (patentable or otherwise), data, copyright works (including future copyright), circuit layouts, trade secrets, inventions, discoveries, trade marks and designs, literary works or the words comprising them, confidential information or any rights to have information kept confidential and any application or Right to apply for registration of any of these Rights and Intellectual Property has the same meaning.
1.8. “Licence” means the licence granted by Supplier in clause 9.1.
1.9. “Order” means any order or offer to purchase Goods;
1.10. “Order Statement” means any statement or invoice which the Supplier provides to the Customer on receiving the Order;
1.11. “Price” means the price payable for the Goods as specified in an Order Statement;
1.12. “Right” includes a legal, equitable, contractual, statutory or other right, power, authority, benefit, privilege, remedy, discretion or cause of action.
1.13. “Service” means any service supplied or to be supplied by the Supplier at any time and from time to time including, without limitation the provision via the Software of information concerning or collected by the Goods.
1.14. “Software” means the software that this Agreement relates to and is attached to including without limitation the Website, any software or application downloadable or publicly accessible via the Website (or a third party store) and includes any modification, update, development or enhancement of it, any new release of it, and any substitute for it, from time to time.
1.15. “Supplier” means Space Plants Pty Ltd ACN 617 539 876 and its related bodies corporate (within the meaning of the Corporations Act 2001 (Cth); and
1.16. “Website” means the Supplier website located at http://www.verticalgardenspecialists.com.
1.17. In the interpretation of this Agreement, unless the context or subject matter otherwise require:
(a) singular includes plural and vice versa;
(b) any gender includes every gender;
(c) a reference to a person includes corporations, trusts, associations, partnerships, a government authority, and other legal entities, and where necessary, include successor bodies;
(d) references to months mean calendar months;
(e) headings and the table of contents are used for convenience only and are to be disregarded in the interpretation of this Agreement;
(f) where any word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning;
(g) each paragraph or sub-paragraph in a list is to be read independently from the others in the list;
(h) a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns.
2. Formation of contract
2.1. This Agreement applies to:
(a) all Orders placed by the Customer to theSupplier via the Supplier’s website, app or directly with the Supplier;
(b) accounts created by the Customer with the Supplier; and
(c) the use of any Services provided by the Supplier to the Customer.
2.2. The Customer agrees to be bound by the terms of this Agreement when:
(a) the Customer submits an Order for Goods with the Supplier;
(b) creates an account with the Supplier;
(c) downloads, installs, uses or accesses the Software or Services.
2.3. Orders submitted to the Supplier are an offer by the Customer to purchase Goods and the Supplier reserves the right to accept or reject, at its discretion, any Order received by it. Only written acceptance by the Supplier of the Customer’s Order will complete a contract.
2.4. While it is the Supplier’s practice to confirm receipt of Orders or payment by emailing an Order Statement to the Customer, the receipt of such an e-mail does not constitute the Supplier’s acceptance of the Customer’s Order or the Supplier’s confirmation of an offer to sell a Good or Service.
2.5. The Customer warrants and represents that they have legal capacity to agree to the terms of this Agreement.
3.1. Delivery of the Goods (“Delivery”) is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Supplier’s address; or
(b) the Supplier (or the Supplier’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
3.2. At the Supplier’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
3.3. Delivery of the Goods to a third party nominated by the Customer is deemed to be Delivery to the Customer for the purposes of this Agreement.
3.4. The Customer must take delivery by receipt or collection of the Goods whenever tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Supplier is entitled to charge a reasonable fee for redelivery of the Goods and/or the storage of the Goods.
3.5. The Supplier may deliver the Goods in separate instalments. Each separate instalment will be invoiced and paid in accordance with the provisions in this Agreement.
3.6. Any time or date given by the Supplier to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and the Supplier will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.
4.1. Risk of damage to or loss of the Goods passes to the Customer on Delivery to the carrier and the Customer must insure the Goods on or before Delivery.
4.2. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of this Agreement by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
5. Prices and payment terms
5.1. Prices are listed in the applicable currency based on the Customer’s location and may not include all delivery costs, packing costs, applicable taxes or handling charges. All such costs (as applicable) will be added to the Customer’s account.
5.2. The Supplier reserves the right to alter its prices without notice and may vary the price of the Goods at any time without notice to reflect the addition of costs, taxes or duties incurred or to be incurred by the Supplier.
5.3. Cleared payment must be received before dispatch or provision of Goods.
5.4. Payment may only be made by direct deposits, debit card, credit card or such other payment facility which the Supplier makes available to the Customer.
5.5. A processing fee of $10.00 may be charged in the event of a dishonoured payment.
5.6. The Supplier may (but has no obligation to) accept cash on delivery by arrangement.
5.7. The Supplier may also require additional information prior to accepting or processing the Order such as the Customer’s payment and delivery information. In providing such information:
(a) the Customer represents and warrants that they have the right to use or have been authorised to use the payment method that they have chosen to use; and
(b) the Customer grants to the Supplier the right to provide such information to third parties (such as Paypal, Afterpay Mastercard, Visa) for purposes of facilitating the payment.
5.8. Verification of information may be required prior to the acknowledgment or completion of any Order.
6. Availability of Goods and Services
6.1. If any Goods are unable to be supplied when an Order is placed the Supplier reserves the right to cancel the Order and refund the Price paid for the Goods impacted.
6.2. The Supplier may withdraw or suspend from sale any item displayed for sale, either temporarily or permanently, at any time. The Supplier will not be liable to the Customer for any loss the Customer or any third party suffers as a result of a withdrawal or suspension of sale of a particular item.
6.3. The Supplier also reserves the right to change quantities available for purchase at any time, even after a Customer places an order.
6.4. The Supplier reserves the right not to honour any incorrect offers represented made by genuine human or system error. When an Order is affected by an error (or e.g., in a description, an image, price or otherwise), the Supplier will reject that part of the Order affected by the error. The Customer will be refunded the value of that part of the Order affected by the error and the Supplier will fulfil the remainder of the Order.
6.5. If the Order is affected by a genuine error (including in a description, an image, price or otherwise), the Supplier reserves the right to cancel the Order and refund the Price paid for the Goods impacted.
6.6. The Supplier sells and delivers products to end-customer Customers only, and reserves the right to refuse or cancel an order if the Supplier suspects a Customer is purchasing products for resale.
6.7. The Supplier makes no representations as to the completeness, accuracy, reliability, validity or timeliness of any listings, descriptions or images (including, without limitation, any features and specifications such as weights and sizes) for any Goods or Services available via the Website. Such information and the availability of any Good or Service (including, without limitation, the validity of any coupon or discount) are subject to change at any time without notice.
6.8. The Supplier takes all reasonable efforts to accurately display the attributes of its Goods, including applicable colours; however, the Supplier cannot guarantee that the Customer’s computer accurately displays such colours.
6.9. Full use of the Services is dependent upon:
(a) upon the Customer’s use of a computer with adequate software or a supported mobile device and internet access. The Customer is responsible for the maintenance and security of this equipment and it is the Customer’s responsibility to ensure the equipment’s functionality. The Customer is responsible for all internet access charges. The Customer should check with their internet provider for information on possible internet data usage charges.
(b) the Customer creating an account with the Supplier and providing the Supplier with information such as the Customer’s full name and a valid email address, as well as a strong password. The Customer is responsible for all activity related to their account and the Supplier is not liable for any expenses, costs, losses or damage resulting from the Customer’s failure to keep their account credentials secure. If the Customer discovers or suspects any security breach related to the Service or their account, they should contact the Supplier as soon as possible.
6.10. The Customer is solely responsible for determining the compatibility of the Goods and Services with their equipment and software such as browsers, mobile devices or computers. The Customer agrees that lack of compatibility is not a defect giving rise to a claim under the Supplier’s Warranty.
7. Back orders
7.1. All goods unable to be supplied when the Customer orders are placed will be back-ordered unless otherwise stated. Please advise the Supplier’s sales office immediately if goods placed on back-order are no longer required. A handling fee may apply as outlined in clause 8.
8. Order cancellations and returns
8.1. Unless agreed by the Supplier, the Customer cannot cancel or change an Order. The Customer must carefully check the Order is accurate before submitting it.
8.2. If the Supplier cannot contact the Customer about an Order using the contact details provided by the Customer, the Supplier may cancel the Order and refund the Price paid for the Order.
8.3. The Supplier will consider the return of Goods within 30 days of the receipt of such Goods by the Customer and may provide a credit or refund against such returns to the Customer if the Goods:
(a) do not comply with the quantity or description of the Customer’s Order; or
(b) are not of acceptable quality as defined in the Competition and Consumer Act 2010 (Cth); and provided that the Customer has inspected the Goods and notified the Supplier within 48 hours after Delivery or any later time as deemed reasonable by the Supplier.
8.4. The Customer must give written notice to the Supplier of a request for a credit or refund which details the reasons for their request. This request must also specify the original invoice number in respect of the Goods as proof of their purchase and the Supplier must be satisfied as to the accuracy of the claim in that notice. Prior to considering any such request the Supplier may require the Customer to return the Goods to the Supplier in order to verify the issues alleged by the Customer.
8.5. Where the Customer is required to return the Goods, the returned goods must include all parts included in the original packaging, be in good physical condition and include the Supplier’s return reference number. If the Customer’s return fails to meet any of these conditions, the Supplier may, in its absolute discretion, refuse to accept the return or charge a restocking fee of up to 15% of the original price.
8.6. The Supplier will endeavour to process or return and refund requests within a reasonable time and will advise the Customer of any determination it makes after receiving the returned Goods.
8.7. The Customer acknowledges and agrees that the Supplier may but is not required to provide a refund or credit in the event the Customer requests a return and a refund or credit merely because they change their mind.
8.8. Subject to clause 8.9, all freight costs are at the Customer’s expense and the Supplier also reserves the right to charge a handling fee of 10% unless the goods:
(a) have been supplied incorrectly, or
(b) are for a previously authorised warranty claim. 8.9. In the case where goods have been incorrectly supplied or are subject to warranty then the Supplier’s nominated carrier is to be used. The Supplier will not be responsible for freight costs incurred if the Customer chooses to use an alternative carrier.
9. Service and licence
9.1. The Supplier grants the Customer a limited, non-exclusive, non-transferable, non-sub-licensable, revocable licence to:
(a) access and use the Services;
(b) access and view content and information via the Services
(c) access and use the Software provided as part of the Services; and
(d) use the Software that may be embedded into the Goods as authorised in this Agreement.
9.2. The Licence commences on the date that the Customer first uses the Services or Software and continues until terminated in accordance with this Agreement.
9.3. Unless otherwise agreed with the Supplier, this Licence is provided solely for the Customer’s personal, non-commercial use and enjoyment of the Service as permitted in this Agreement.
9.4. The Customer must not use the Service or the Software except in accordance with the normal operating procedures specified by the Supplier.
9.5. The Customer must not reproduce, copy, tamper, breach any security or authentication measures, circumvent any technological measures, sublicense, translate, prepare derivative works based upon, decompile, reverse engineer, rent, licence or modify the Software or the Supplier’s Intellectual Property without the written consent of Supplier.
9.6. The Customer acknowledges and agrees that the Software downloaded by the Customer, may cause the Customer’s computer or mobile device to automatically connect to the Internet to:
(a) check for updates that are available to the installed Software installed; and
(b) download any updates to any Software installed by the Customer.
The Supplier reserves the right to determine the timing and content of updates, which may be installed by the Supplier without prior notice to the Customer.
9.7. The Supplier will use its best endeavours to ensure that the Service is available to the Customer; however, will not be liable in the event that such Service is not available or the Software is not compatible with the Customer’s equipment.
9.8. The Customer acknowledges that their use and reliance on the Supplier’s Goods and Services is solely at their own risk.
9.9. As part of the Customer’s use of the Service, the Customer may receive notifications, text messages, alerts, emails, and other electronic communications. The Customer agrees to the receipt of these communications. The Customer can specify what communications are received from the Supplier in their account settings.
9.10. The Supplier exclusively owns all Intellectual Property Rights in the Software, the Service and the Goods. Any Intellectual Property that arises directly or indirectly from the use by the Customer of the Software, Goods or Services belongs exclusively to the Supplier. This includes any use that is in breach of this Agreement. The Customer assigns to the Supplier any intellectual property that arises directly or indirectly from the use of the Software, Goods or Services.
9.12. The Customer is responsible for all content it posts, uploads, stores, shares, sends, or displays using the service and the Customer warrants that its use of the Services will not:
(a) infringe, misappropriate, or violate a third party’s intellectual property rights or privacy;
(b) breach, or encourage any conduct that would breach any applicable law or regulation or which would give rise to civil liability;
(c) be fraudulent, false, misleading, or deceptive;
(d) be defamatory, obscene, pornographic, vulgar, or offensive;
(e) promote discrimination, racism, hatred, harassment, or harm against any individual or group;
(f) be violent or threatening or promote violence or threats; or
(g) promote illegal or harmful activities or substances.
9.13. The Customer agrees not to upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any Goods or Services, or that contains other harmful, disruptive, or destructive files or content or use the Service in any manner that, in our sole discretion, is objectionable, restricts or inhibits any other person from using or enjoying the Service, or which may expose the Supplier or its customers to any harm or liability of any type.
9.14. The Supplier has the right to investigate violations of this Agreement and any conduct that affects the Service, and may take any action the Supplier deems appropriate.
9.15. The Supplier may change or discontinue, temporarily or permanently, any feature, component or content (regardless of whether provided by the Supplier or the Customer) of the Services or Software at any time without notice. The Supplier is not liable to the Customer or to any third party for any modification, suspension or discontinuance of any feature, component or content of the Services or Software.
9.16. The Supplier may terminate the Licence, suspend or deactivate the Customer’s account immediately by notice in writing to the Customer where the Customer breaches this Agreement. Upon such suspension, deactivation or termination, the Supplier may delete or remove any content and other information related to the Customer’s account. The Supplier may also enforce any other legal right or remedy available to it.
9.17. The Customer may close their account at any time by contacting the Supplier.
9.18. Where the Licence is terminated, any rights that have accrued under this Agreement are not affected.
10.1. Subject to clause 10.2 the Supplier warrants that if any defect in any Covered Goods manufactured by the Supplier becomes is reported to the Supplier within twelve (12) months of the date of delivery (time being of the essence) then the Supplier will either (at the Supplier’s sole discretion) repair the defect or replace the Covered Goods.
10.2. The conditions of the warranty in clause 10.1 are:
(a) The warranty does not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Customer to
properly maintain the Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by the Supplier; or
(iii) use of the Goods for any application not specified in the instructions or guidelines provided by the Supplier; or
(iv) the modification of the Goods in any way by the customer or a third party;
(v) the use of an improper voltage or power supply;
(vi) the continued use of the Goods after any defect becomes apparent or would have become apparent to a reasonably prudent Customer;
(vii) fair wear and tear or ageing of the Goods such as discolouration; or
(viii) any accident, abuse, misuse, mishandling, flood, fire, earthquake or other external causes.
(b) The warranty will cease and the Supplier will in no circumstances be liable under the terms of the warranty if the Covered Goods are repaired, altered or overhauled without the Supplier’s consent.
(c) Any claim by a Customer in respect of Covered Goods and the warranty in this clause must be made in writing to the Supplier and must specify the claim, the original invoice number in respect of the Covered Goods as proof of their purchase.
(d) The Supplier must be satisfied as to the accuracy of the claim and the Customer in claiming under this warranty is only entitled to the replacement of the Covered Good or the supply of an equivalent goods.
10.3. In addition to the warranties and remedies contained in this Agreement, the Supplier, at its sole discretion and where it is reasonable and practical to do so, may seek the Customer’s consent to access the Goods in order to diagnose, repair, update or replace the Goods at a time suitable to the Customer.
10.4. If the Customer is a consumer for the purposes of the Australian Consumer Law the following statement applies: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
(a) to cancel your service contract with us; and
(b) to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
10.5. The Supplier does not warrant that the operation of the Covered Goods or the Services will be uninterrupted, secure, error-free or that it will meet the Customer’s needs. The Supplier makes no warranty regarding the quality, accuracy, timeliness, completeness or reliability of the Goods or Services
10.6. In respect of all claims the Supplier shall not be liable to compensate the Customer for any delay in either replacing or repairing the Covered Goods or in properly assessing the Customer’s claim.
10.7. For any Goods not manufactured by the Supplier, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall be under no liability whatsoever, except for the express conditions as detailed and stipulated in the manufacturer’s warranty.
11. Limitation of liability
11.1. Except as provided below, all express and implied warranties and conditions under statute or general law as to description, quality, suitability, or fitness of any Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are hereby expressly excluded. The Supplier shall not be liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, installation or operation of any Goods or arising out of contract or negligence or in any way whatsoever.
11.2. The Supplier’s liability for trade and non-consumer sales for a breach of condition or warranty implied by the Competition and Consumer Act 2010 (Cth) (“Act”) is limited to any one or more of the following:
(a) where the Goods are goods:
(i) the replacement of the Goods or the supply of equivalent goods;
(ii) the repair of the Goods;
(iii) the payment of the cost of replacing the Goods or acquiring equivalent goods; or
(iv) the payment or the cost of having the Goods repaired.
(b) where the Goods are Services:
(i) supplying the Goods again; or
(ii) providing for the cost of having the Goods supplied again.
11.3. The Supplier is not liable, whether claims are made or not, for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by the Customer.
11.4. Nothing in this Agreement shall be read or applied so as to exclude, restrict or modify any condition, warranty, guarantee, right or remedy implied by the law (including the Act) and which by law cannot be excluded, restricted or modified.
11.5. In no event will the aggregate, total liability of the Supplier, arising out of or in connection with this Agreement, the Goods or the use of or inability to use the Goods or Service exceed the amount which the Customer has paid for the Goods or Services.
11.6. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Customer’s Order or the Customer’s use of the Goods from the Supplier must be commenced within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
11.7. The Customer indemnifies and holds harmless Supplier or its officials, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable lawyers’ fees, arising out of or in any way connected with:
(a) the Customer access to or use of the Goods, Software or Services in a way or for a
purpose not reasonably contemplated by the Supplier and not specifically authorised in writing by Supplier;
(b) any content submitted or stored using the Services;
(c) the Customer’s breach or alleged breach of this Agreement;
(d) the Customer’s violation of any law or the rights of a third-party;
(e) the use of the Software in combination with software not specifically approved in writing by the Supplier;
(f) a modification of the Software without the written consent of the Supplier; or
(g) a failure by the Customer to give the Supplier all reasonable assistance in connection with dealing with a possible or alleged infringement and defending any claim in respect of it.
12. Taxes and duty
12.1. The Customer must pay GST on any taxable supply made by the Supplier to the Customer under this Agreement. The payment of GST is in addition to any other consideration payable by the Customer for a taxable supply.
12.2. Unless otherwise stated in writing all prices provided by the Supplier are exclusive of GST and other government impost.
12.3. If as a result of:
(a) any legislation becoming applicable to the subject matter of this Agreement; or
(b) any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration;
the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Customer, then the Customer must pay the Supplier these additional amounts on demand.
13.1. All payments required to be made by the Customer under this Agreement will be made free of any set-off, or counterclaim and without deduction or withholding.
13.2. Any amount due to the Supplier from time to time may be deducted from any monies which may be or may become payable to the Customer by the Supplier.
14.1. The Customer acknowledges and agrees that this Agreement will be governed by the laws of Queensland, and the laws of the Commonwealth of Australia which are in force in Queensland.
14.2. The Customer acknowledges and agrees that any contract for the supply of Goods between the Supplier and the Customer is formed at the Supplier’s registered address in the state of Queensland.
14.3. The Customer submits to the non-exclusive jurisdiction of the courts of Queensland and the relevant federal courts and courts competent to hear appeals from those courts.
16.1. Additional terms and conditions may apply to surveys, contests, giveaways, and other promotions sponsored by the Supplier or its partners. It is the Customer’s responsibility to carefully review those terms and conditions.
16.2. If the Customer submits comments, ideas or feedback to the Supplier, the Customer agrees that the Supplier can use, disclose, reproduce, distribute and exploit such comments, ideas or feedback without any restriction or compensation to the Customer.
16.3. The Supplier is not liable for any loss caused to the Customer by reason of strikes, lockouts, fire, flood, lightning strikes, earthquake, riots, war, embargoes, civil commotions, acts of God or any other activity beyond the Supplier’s control.
16.4. No rule of construction applies to the disadvantage of a party on the basis that the party put forward this Agreement or any part of it.
16.5. If any provision of this Agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
16.6. If any part of this Agreement is invalid or unenforceable, that part is deleted and the remainder of the Agreement remains effective.
16.7. The Customer may not assign, novate or transfer this Agreement, without the Supplier’s prior written consent. The Supplier may freely assign, novate or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.
16.8. It is an essential term of this Agreement that an obligation must be performed, and a right or power must be exercised, by the Customer within the time specified.
16.9. The fact that Supplier fails to do, or delays in doing, something Supplier is entitled to do under this Agreement, does not amount to a waiver of any obligation of, or breach of obligation by, the Customer. A waiver by Supplier is only effective if it is in writing.
16.10. A written waiver by Supplier is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach; or as an implied waiver of that obligation or breach in relation to any other occasion.
16.11. The exercise by either party of any of its remedies under this Agreement will be without prejudice to any other remedy available to it.
16.12. The Customer agrees that this Agreement may be varied, added to, or amended by an authorised officer of the Supplier at any time by written notice to the Customer.
16.13. Any proposed variation to this Agreement by the Customer must be requested in writing. The Supplier may refuse any such request without providing reasons either orally or in writing.
16.14. This Agreement constitutes the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this Agreement are merged in this Agreement and are of no further effect. No oral explanation or information provided by a party to another affects the meaning or interpretation of this Agreement or constitutes any collateral agreement, warranty or understanding.
This policy details our management of personal information which we have about individuals.
1. Our privacy assurance to you
Your privacy is and will always be important to us. As our customer we respect your right to be aware of who has information about you, what they are doing with it and why, and who else they are sharing it with. We have adopted a privacy compliance culture that cements this relationship with you. Its foundation is the Privacy Act 1988 (as amended by the Privacy Amendment (Enhancing Privacy Protection) Act 2012) and the Privacy Regulation 2013.
– the kinds of personal information we collect and hold;
– how we collect the personal information;
– the purposes for which we collect, hold, use and disclose the personal information;
– how an individual may access personal information about the individual that we hold and seek the correction of that information;
how an individual may complain about a breach of the Australian Privacy Principles; and
– whether we are likely to disclose the personal information to overseas recipients and the countries where those recipients are likely to be located.
3. The kinds of personal information we collect and hold
Personal information is information about an identified individual or an individual who is reasonably identified. We collect and hold personal information about individuals who are customers. This information includes:
– identification information such as the individual’s name, date of birth, and contact details (including address, phone number and email address); and
– any other information that we consider necessary to provide our services.
4. How we collect personal information
We collect personal information about individuals in a variety of ways. For example, we may obtain the information from the individual or from persons acting on the individual’s behalf. When it is possible and practical we will collect the information directly from the individual. When it is not practical or reasonable to do so we will collect the information from a third party. The third party could be an authorised representative (such as a broker, agent, or contractor), a related body, a referee, an employer or a government body.
5. How we hold personal information
We take all reasonable steps to ensure that an individual’s personal information which we hold is protected from misuse, interference or loss and from unauthorised access, modification or disclosure. We do this by having physical, electronic and procedural safeguards which protect the personal information we hold. For example, the personal information is stored in secure office premises or in secure archiving facilities. Logins and passwords are required to access our electronic databases. Our staff are required to maintain the confidentiality of personal information and access to personal information is restricted to persons who require the information to perform their duties. Where practical, we only keep personal information for as long as is required to meet our legal requirements or internal needs.
6. The purposes for which we collect, hold, use and disclose personal information
We collect, hold, use and disclose personal information on individuals for purposes required or permitted by law and which are reasonably necessary for our business activities. Those purposes include:
– the purpose for which the personal information was initially collected (including sharing with related entities);
– a purpose related to the initial purpose of collection if that other purpose would be within the individual’s reasonable expectations (or the individual’s consent is first obtained);
– product research purposes;
– to deal with complaints:
– to meet our legal and regulatory requirements; and
– to assist with a confidential alternative dispute resolution process.
We collect, hold, use and disclose personal information so that we can manage and administer the services which we provide. To provide our services in the most cost effective and efficient way we may decide to utilise the services of others. In this instance we will require those other persons to respect your right of privacy. We may also use disclosure and licence the data collected from the use of our products; however, all such data will be anonymised before it is provided to any third party. Personal information may also be used or disclosed to tell an individual about products or services that may be of interest to that individual. If the individual does not want his or her personal information used for these direct marketing purposes the individual can “opt-out” by sending an email to email@example.com.
7. How an individual may access personal information
An individual may access personal information about the individual which we hold. The individual can obtain that access by contacting our privacy contact officer at firstname.lastname@example.org.
We will need to verify the individual’s identity before giving access. We will usually provide the requested personal information within 30 days of receiving the request. There is no charge to make a request but we may levy an administration fee for providing access. If there is a reason why we do not make the requested personal information available we will provide our reason in writing. Such circumstances may include:
– access would create a serious threat to safety;
– providing access will have an unreasonable impact upon the privacy of other individuals;
– denying access is required or authorised by law;
– the request is frivolous;
– legal proceedings are underway;
– negotiations may be prejudiced by such access; and
– access would reveal a commercially sensitive decision-making process.
8. How an individual may seek the correction of personal information
If an individual considers that any personal information which we hold about the individual is incorrect in any way the individual may ask us to correct that personal information. To seek the correction, please contact our Privacy Contact Officer on the telephone number or at the email or postal address above. In certain situations we may decide not to agree to a request to correct personal information. We will tell you in writing why we have not agreed to the correction request.
9. How an individual may complain and how we will deal with the complaint
We have an internal dispute resolution system that covers complaints. If an individual considers that we have failed to comply with Division 3 of Part IIIA of the Privacy Act 1988 or the Australian Privacy Principles he or she should contact our Privacy Contact Officer on the telephone number or at the email or postal address above. We will then follow our internal dispute resolution system. We will acknowledge the complaint within 7 days. A decision will be made and advised within 30 days or a longer period as may be agreed with the individual. If the individual is not satisfied with the decision he or she may make a complaint to the Office of the Australian Information Commissioner (the “OAIC”). The contact details for the OAIC are:
1300 363 992
(02) 9284 9666
The Office of the Australian Information Commissioner
GPO Box 5218
SYDNEY NSW 2001
10. Disclosure of personal information to overseas recipients
Generally, we will retain your personal information within Australia, and it is not likely that we will use or disclose it overseas. In the unlikely event that the information may need to be transferred overseas in order to perform one of our functions or activities, we will either obtain your express or implied consent or will use our best endeavours to ensure that your personal information will receive protection similar to that which it would have if the information were in Australia.
– “customer” means any person or entity to whom we provide services or have sold products;
– “we”, “us” and “our” means Space Plants Pty Ltd ACN 617 539 876, a company incorporated in Australia and trading under the name Space Plants Vertical Garden Specialist; and
THE PRODUCT AND SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE PRODUCT AND SOFTWARE OR THE USE OR OTHER DEALINGS IN THE PRODUCT AND SOFTWARE.