Last updated on [insert]

These terms of use (Terms) govern your use of the HappyHandz website located at [insert] (Website) and our supply of goods through the Website. By using the Website, you agree to be bound by these Terms which form a binding contractual agreement between you, the user of the Website and us, Jem Designz Pty Ltd ACN 615 169 929 (HappyHandz, our, we or us).

We may change these Terms at any time by updating this page of the Website, and your continued use of the Website following such an update will represent an agreement by you to be bound by the Terms as amended.

The remainder of these Terms are divided into two parts:

Part 1 (General), which sets out terms that apply to all users of the Website; and
Part 2 (Supply), which sets out further terms that apply to users of the Website who offer to purchase goods through the Website (Goods).

1. GENERAL

1.1. 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 the Terms and any applicable laws.

1.2. YOUR OBLIGATIONS You must not:

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of HappyHandz;

(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Goods;

(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;

(e) use the Website with the assistance of any automated scripting tool or software;

(f) act in a way that may diminish or adversely impact the reputation of HappyHandz, including by linking to the Website on any other website; and

(g) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:

(i) gaining unauthorised access to Website accounts or data;

(ii) scanning, probing or testing the Website for security vulnerabilities;

(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website;

(iv) instigate or participate in a denial-of-service attack against the Website.

1.3. INFORMATION ON THE WEBSITE

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 we do not (to the maximum extent permitted by law) guarantee that:

(a) the Website will be free from errors or defects;

(b) the Website will be accessible at all times;

(d) information you receive or supply through the Website will be secure or confidential; or

(e) any information provided through the Website is accurate or true.

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.

1.4. INTELLECTUAL PROPERTY

(a) HappyHandz 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 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 HappyHandz or as permitted by law.

1.5. LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not our responsibility.

(b) We have no control over the content of the linked websites and we are not responsible for it.

1.6. SECURITY

HappyHandz 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.

1.7. 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 by email on [insert].

1.8. LIABILITY

To the maximum extent permitted by applicable law and without limiting clause 2.9, HappyHandz excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Website or its use. This includes the transmission of any computer virus.

You agree to indemnify HappyHandz and its employees and agents in respect of all liability for loss, damage or injury that may be suffered by any person arising from, or in connection with, you or your representatives’ use of the Website or breach of these Terms.

All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, HappyHandz’s liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

(a) in the case of goods, their replacement or the supply or equivalent goods or their repair; and

(b) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

Under no circumstances will HappyHandz 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 arising under or in connection with the Website, these Terms or their subject matter.

1.9. CONFIDENTIALITY

We respect your confidentiality and we acknowledge that information you provide to us or upload to the Website may be confidential to you.

Similarly, as part of your use of the Website or purchase of Goods, you may obtain information about us that is confidential or sensitive, including product roadmaps, designs and technical information about internal systems and processes and Goods. You agree that any such information we provide to you is our confidential information.

We both agree that:

(a) we will treat each other’s confidential information with the same degree of care and protection that we treat our own;

(b) we will use each other’s confidential information only in connection with these Terms and, if applicable, the purchase of Goods; and

(c) only share the information with others who have a need to know (including our employees, agents and service providers as reasonably required for us to provide the Goods or in connection with theseTerms).

However, despite the above, you agree that the following information is not confidential:

(a) referral information;

(b) information we already knew at the time you told us about it;

(d) information that is generally available to the public; and

(e) Information that was independently developed by us without directly using your confidential information.

1.10. PRIVACY

You agree to be bound by the clauses outlined in HappyHandz’s Privacy Policy, which can be found <here>.

1.11. RELATIONSHIP

(a) Nothing contained in this agreement creates an agency, partnership, joint venture or employment relationship between you and HappyHandz or any of its respective employees, agents or contractors.

(b) You must not hold yourself out as having any such relationship with HappyHandz or as being entitled to contract or accept payment in the name of or on account of HappyHandz.

1.12. GENERAL

(a) (Governing law) This agreement is governed by the law applying in New South Wales.

(b) (Jurisdiction) Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. 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.

(d) (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.

(e) (Further acts) Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to these Terms.

(f) (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.

(g) (Entire Agreement) These Terms embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of the Terms.

(h) (Interpretation) In these Terms, the following rules of interpretation apply:

(i) (singular and plural) words in the singular includes the plural (and vice versa);

(ii) (gender) words indicating a gender includes the corresponding words of any other gender;

(iii) (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;

(iv) (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;

(v) (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;

(vi) (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;

(vii) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;

(viii) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(ix) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(x) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

2. SUPPLY TERMS

2.1. OFFER TO PURCHASE

By submitting an order for purchase of a Good using the Website’s functionality (Purchase Order) you represent and confirm that you:

(a) have the legal capacity and are of sufficient age to enter into a binding contract with us; and

(b) are authorised to use the debit or credit card included in your order.

Submitting a Purchase Order constitutes your intention and offer to enter into a contract, where we will provide you with the Goods you have ordered in exchange for your payment of the total amount listed upon checkout. A contract is not formed until we have approved your payment and you receive an email from us confirming that your order is being processed.

2.2. PAYMENT

(a) (Payment obligations) Unless otherwise agreed in writing:

(i) if HappyHandz issues an invoice to you, payment must be made by the time specified in such invoice;

(ii) in all other circumstances, you must pay for all Goods on or prior to HappyHandz dispatching the Goods for delivery; and

(iii) you must not set off any money alleged to be owing by HappyHandz against money due by you to HappyHandz.

(b) (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by HappyHandz, you must pay the GST subject to HappyHandz providing a tax invoice.

(c) (Card surcharges) HappyHandz reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).

(d) (Online payment partner) HappyHandz processes payments through the Website using [insert] (Online Payment Partner). In addition to these Terms, your purchase of Goods will be subject to the terms and the privacy policy of the Online Payment Partner, available on the Online Payment Partner’s website.

You agree to release HappyHandz and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

2.3. CANCELLATION

We reserve the right to cancel your order for any reason, and 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.

2.4. 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.

2.5. DELIVERY AND SHIPPING

(a) (Delivery) For Goods to be delivered, HappyHandz 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, delivery is to the delivery point specifically accepted by HappyHandz.

(b) (Shipping) 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.

2.6. TITLE AND RISK

(a) (Title) Until the price of Goods is paid in full, title in those Goods is retained by HappyHandz.

(b) (Risk) Risk in the Goods will pass to you on delivery. Delivery must not be refused by you.

(i) or you otherwise fail to comply with these Terms, and by the terms of sale credit has been extended to you, HappyHandz reserves the right to revoke such credit and demand immediate payment before any further shipment of Goods;

(ii) you must pay HappyHandz interest at the rate of 12% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by HappyHandz;

(iii) you authorise HappyHandz, its employees and agents to enter any premises occupied by you or any other place where the Goods are located and use reasonable force to retake possession of the Goods without liability for trespass or any reasonable damage;

(iv) HappyHandz may at its option keep or resell Goods retaken from the Buyer; and

(v) if you sell Goods or items into which the Goods are incorporated before payment in full to HappyHandz, you acknowledge that such sale is made by you as bailee for and on behalf of HappyHandz, to hold the proceeds of sale on trust for HappyHandz, in an account in the name of HappyHandz, and must pay that amount to HappyHandz on demand.

2.7. CUSTOMS AND DUTIES

HappyHandz reserves the right to refuse international orders. 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.

2.8. RETURNS

(a) Returns and exchanges of Goods will only be accepted if:

(i) the Goods are faulty and you comply with the provisions of this clause 2.8; or

(ii) the Goods are new, unused and tagged (if applicable) (Original Condition);

(iii) the Goods are returned within 10 business days of you receiving it; and

(iv) we agree in writing to accept return of the Goods.

(b) (Change of mind return) Where your return is accepted and the returned product is not faulty, you will be credited the full amount paid (excluding shipping costs). Shipping Goods to us in accordance with this clause 2.8(b) will be at your cost. We note that sale items cannot be returned unless faulty.

(c) (Faulty products) If you believe your product is faulty, please email [insert] with a full description of the fault (including images if possible).

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.

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 own cost.

If we determine that the product is faulty, you will be credited the full amount paid (including shipping costs) and you may request a refund, exchange or store credit. All refunds will be credited back to your original method of payment unless you request otherwise and we approve this request.

If you fail to comply with the provisions of this clause 2.8 in respect of defective Goods, we may, in our discretion, issue only a partial refund or no refund in respect of such defective Goods, provided that nothing in this clause 2.8 is intended to limit the operation of any manufacturers’ warranties which you may be entitled to or any your rights which cannot be excluded under applicable law.

2.9. LIABILITY

(a) (Limitation of liability) To the maximum extent permitted by applicable law and without limiting clause 1.8, HappyHandz excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to these Terms or any goods or services provided byHappyHandz.

Claims for loss of or damage to Goods in transit must be made against the carrier.

Goods sold by HappyHandz will have only the benefit of any warranty given by the manufacturer. All other express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, HappyHandz’s liability for breach of that non-excludable condition, warranty or guarantee will, at HappyHandz’s option, be limited to:

(i) in the case of goods, their replacement or the supply or equivalent goods or their repair; and

(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

(b) (Indemnity) You agree to indemnify HappyHandz and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from your or your representatives’ use of any goods or services provided by HappyHandz.

(c) (Consequential loss) Under no circumstances will HappyHandz 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 arising under or in connection with this agreement or any goods or services provided by HappyHandz

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