Terms of Business
This document sets out the terms under which goods or services are provided.
Provider means Craft Nation Pty Ltd (ABN 73 608 729 317) of Eastwood NSW 2122, contactable on the email: firstname.lastname@example.org
Customer means you or the entity that you are contracting for as authorised representative, contactable on the email you provide to us.
1. When the agreement becomes legal
- The Interface is owned and operated by Provider. The Interface is an application designed for the sale of products online.
- This document will form an agreement between Customer and Provider when Customer checks the tick box that states: "I have agreed to the terms and conditions".
- By checking the tick box, You warrant in your personal capacity that You currently have the authority to create a contractually binding relationship between User and Us for the duration of the Agreement.
- Customer agrees not to use the Interface if Customer does not agree to any part of the Agreement.
2. Conditions of Use
Provider grants Customer a limited and revocable license to view and use the Interface, and to register an Account, in accordance with the Agreement if Customer:
- complies with the Agreement;
- is over the age of 18 years or if under the age of 18 years uses the Interface with the supervision of a parent, legal guardian, or qualified teacher;
- is capable of forming binding contracts;
- is not breaking any law by accessing and using the Interface (by reference to laws in Customer’s jurisdiction and Provider’s);
- uses the Interface only in the way that it is designed to be used; and
- does not engage in any improper, indecent, bullying, harassing or offensive conduct while using the Interface (as determined by Provider at its sole and absolute discretion).
At its discretion, Provider may immediately revoke the licence to use the Interface if Customer breaches any of the conditions above.
- In order to access certain parts and functionality of the Interface, Customer must register an Account.
- When Customer registers an Account, Customer undertakes to:
- provide information during the registration process that is accurate and complete in all respects; and
- represent him or herself only, and not impersonate any other person while using the Interface.
- Customers are solely responsible for:
- the use of their Account, regardless of who is using it, even if it is used without their permission; and
- keeping their Customer name and password secure.
- Provider is permitted to send password reset emails to Customer.
Customer agrees and acknowledges that the Deliverables sold by Provider are to be used by or under the supervision of an adult.
5. Deliverables are for consumers
Deliverables are available for consumers, and unless agreed in writing, Provider does not wholesale Deliverables unless otherwise specified on the Interface.
6. Information and errors
There may be technical or administrative errors in a quote or other informational materials provided by Provider, including but not limited to errors with respect to product description, pricing and availability. Where Customer makes an order or payment based on erroneous information, Provider may, with notice to Customer, cancel the order and refund any payment made in respect of it.
Provider reserves the right to do any of the following, at its absolute discretion, without notice:
- change any price;
- correct any errors in Content or on the Interface;
- update the Interface;
- limit quantities of Deliverables sold; or
- change the Interface or Content in any way.
Any timeframe given by Provider in respect of the delivery of the Deliverables is indicative only, and not binding on Provider unless Provider specifies that it is binding in writing.
8. Orders and sale of Deliverables
- Provider may sell Deliverables to Customer from the Interface.
- Representations of Deliverables for sale on the Interface do not constitute an offer to sell but an invitation to treat. Such representations do not warrant that the Deliverable is available.
- The colours of Deliverables that Customer sees depend on Customer’s computer display. Provider cannot guarantee that Customer’s monitor will display the colours accurately.
- The Customer may place Orders for Deliverables.
- Each Order submitted by Customer, shall constitute an offer to purchase the Deliverables in the Order.
- Provider may accept the offer embodied in an Order:
- in writing; or
- by delivering the Deliverables in accordance with the Order.
- Provider may refuse to accept the offer embodied in any Order in whole or part without ascribing any reason and without any liability. Any automated confirmation receipt from Provider does not constitute acceptance of an Order by Provider.
- Customer will not normally be charged if provider rejects a purchase order. If Customer is charged and Provider rejects an order, Provider will refund the amount charged.
- After Customer has directed Provider to provide Deliverables, and prior to the delivery of Deliverables, Customer may only direct Provider to change the Deliverables with Provider’s written agreement.
- Customer acknowledges that a change in Deliverables at its direction may result in a change in fees and charges payable to Provider, and in the delivery timetable.
Customer may cancel the delivery of Deliverables any time prior to the date that Deliverables are shipped out, in which case a full refund will be issued to Customer. If Customer cancels delivery beyond that time, no refunds will be issued.
- All prices on the Interface are shown in the currency of the country that Customer is located in and include any fees, taxes or stamp duties applicable.
- Customer must pay all fees charged on the Interface, as required, on demand, in full and without set-off.
- Unless stated otherwise on the Interface, and insofar as permissible under laws, there are no refunds.
- Provider will use its best endeavours to deliver Deliverables to the Site at the time agreed between the parties.
- Delivery of Deliverables will be deemed to have taken place when the Deliverables arrive at the Site.
13. Provider’s delay in delivery
Provider may notify Customer that delivery of Deliverables will be delayed. In case of such delay, Customer may cancel the provision of the Deliverables without charge and Provider will refund Customer any payment made in respect of the delayed Deliverables.
- Provider reserves the right not to deliver certain Deliverables if the suppliers of the Deliverables to Provider fail to procure the Deliverables.
- Provider will provide Customer with written notice of the undelivered Deliverables at the earliest practicable date.
- Customer will not be liable to pay for undelivered Deliverables and will be entitled to a refund for amounts paid in respect of those undelivered Deliverables.
15. Legal responsibility for goods
Risk in Deliverables will pass to Customer upon delivery.
16. Who owns the goods
Title in all Deliverables shall remain with Provider until Customer makes full payment to Provider of:
- the Fee for the Deliverables; and
- at Provider’s option, all moneys owing by Customer on all accounts.
- If Customer, acting reasonably, finds the Deliverables to be faulty, Provider agrees to rectify them within a reasonable time at its own expense.
- Small deviations from Scope or an Order will not entitle Customer to reject Deliverables.
- However, if any such fault is caused by Customer’s direction to change the Deliverables, the rectification shall be at Customer’s expense.
- Nothing in this clause affects Customer’s rights for any alleged failure of a guarantee under the Australian Consumer Law.
18. Calculation of fees for the Deliverables
Customer will pay Provider the amounts set out on the pricing page at www.craftnation.com.au in exchange for the Deliverables.
19. Timing for payment of the fees
Customer authorises Provider to effect automatic payment transactions by credit card and agrees to do all things necessary to facilitate such automatic payments.
Customer is responsible for paying all government charges or duties of any kind incurred in or in connection with Provider’s provision of credit, or supply of Deliverables. Such charges include without limitation all stamp duties, GST, financial institution duties, and any other charges or duties of a like kind.
21. Third Party Websites and Advertising
- The Interface may contain hyperlinks, images, banners, information and advertising from Third Parties. Customer consents to receiving this information as part of Customer’s use of the Interface.
- Provider is not responsible for any information transmitted by Third Parties nor is Provider responsible for the accuracy of any advertisements.
- Customer’s link to any Third Party website, or decision to accept any Third Party offer, is entirely at Customer’s own risk.
- All title, ownership rights and Intellectual Property Rights, including copyright, in the Interface is owned or used under licence by Provider.
- Customer may make whatever copies of the Interface as necessary for ordinary browsing.
- Otherwise, without the express written permission of Provider, Customer shall not:
- replicate all or part of the Interface in any way, including for private and domestic use;
- incorporate all or part of the Interface in any other webpage, site, application or other digital or non-digital format; or
- copy, alter, use or otherwise deal in Provider’s trade marks without the prior written consent of Provider.
23. When payment is deemed to be made
Payment will be deemed to have been made when Provider has received cleared funds in its bank account.
24. Termination by Provider
Provider may terminate the Agreement immediately by written notice to Customer if:
- Customer breaches the Agreement, and has failed to remedy that breach to the satisfaction of Provider within 3 Business Days of a written notice from Provider requiring Customer to do so; or
- Customer suffers an Insolvency Event.
25. Termination by either Party with notice
Either party may terminate this agreement immediately at any time by giving written notice to the other party.
26. Termination not to affect obligation to pay
Termination of the Agreement shall not affect Customer’s obligation to pay any outstanding Fees or other amounts in relation to Deliverables.
27. Limitations and indemnities subject to law
All limitations, exclusions and indemnities in the Agreement are subject to Non Excludable Conditions to the extent of any inconsistency, and apply to the fullest extent permissible by the law.
28. Limitation of liability
To the fullest extent available under the law, Provider excludes all liability to Customer for any Costs, including Consequential Loss, suffered or incurred directly or indirectly by Customer in connection with the Agreement, Deliverables or Interface, including in connection with:
- any act or omission of the Provider, its personnel or any related body corporate under or in relation to the Agreement;
- the Provider’s breach of the Agreement;
- the termination of the Agreement;
- the Customer’s failure to fulfil its obligations under the Agreement;
- any delay in the provision of the Deliverables;
- any unauthorised activity in relation to the Deliverables or Interface;
- the Customer’s use of or reliance on the Deliverables or Interface for a purpose other than the business purposes of the Customer or the reasonably expected purpose of the Deliverables or Interface;
- any personal injury or death arising directly or indirectly in connection with the Agreement;
- any loss or damage to property arising directly or indirectly in connection with the Agreement;
- failure of any third party component including, without limitation, equipment, materials, tools or power failure;
- the Customer’s failure to observe proper safety measures and procedures;
- any harm to or claim by a third party in connection with the Deliverables or Interface;
- any harm to end users of the Deliverables or Interface;
- reliance on the Provider’s advice;
- the Customer, end users' or Provider's personnel’s failure to follow the Provider’s advice or instructions;
- the Customer’s failure to provide sufficient access or accurate information for the Provider to provide the Deliverables;
- the infringement or claimed infringement of the Intellectual Property Rights of any person in connection with the Agreement; and
- any party’s failure to fulfil any formalities necessary to give full effect to an assignment of Intellectual Property Rights.
The foregoing limitation of liability applies however the Costs are caused whether they arise in contract, tort (including by Provider’s negligence), or under statute.
To the fullest extent available under the law, Provider excludes all implied guarantees, conditions and warranties from the Agreement and the Deliverables, except any Non Excludable Condition.
Non Excludable Conditions
Where a Non Excludable Condition is deemed to apply, to the fullest extent possible under the law, Provider limits its liability for any breach to:
- in the case of goods:
- the re-supply of the goods or payment of the cost of the re-supply of the goods; or
- the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
- in the case of services:
- the re-supply of the services affected by the breach; or
- the payment of the cost of such re-supply of the services.
The Provider will choose which of these options will apply.
All limitations and exclusions in the Agreement:
- are subject to Non Excludable Conditions to the extent of any inconsistency;
- apply to the fullest extent permissible by the law; and
- apply however the excluded, limited, or indemnified Costs are caused, whether they arise in contract, tort (including by Provider’s negligence), or under statute.
29. General indemnity
Customer indemnifies the Indemnified against all Costs suffered or incurred by the Indemnified, however caused, arising wholly or partially, directly or indirectly, in connection with the Agreement or Customer’s use of the Deliverables or Interface.
30. Specific indemnities
Without limiting the generality of the section entitled "General Indemnity" in the Agreement, Customer indemnifies the Indemnified against any Costs arising directly or indirectly from:
- Customer’s breach of the Agreement;
- the Customer’s breach of the Agreement;
- the Provider’s enforcement of its rights in connection with the Agreement, including legal costs on a full indemnity basis;
- any harm to, claim or action by a third party arising directly or indirectly from the Customer’s use of the Deliverables or Interface;
- any personal injury or death arising directly or indirectly out of the Customer’s conduct;
- any damage to property arising directly or indirectly out of the Customer’s conduct;
- the Customer or any authorised user's infringement of any third party Intellectual Property Rights while using the Deliverables or Interface;
- any claim, action or suit by a third party alleging infringement of their Intellectual Property Rights as a result of the conduct of the Customer;
- any negligent or unlawful act or omission by the Customer in connection with the Deliverables or Interface;
- the Provider’s or a third party’s reliance on a misleading representation made by a Customer;
- a contract in force between the Customer and a third party connected with the Deliverables or Interface;
- providing access to Data, or a subset of the Data, to a person who has requested such access in accordance with Privacy Law;
- the Provider being obligated to correct Data upon request by a person in accordance with Privacy Law;
- any complaints process initiated by a person under privacy law; or
- any other cost incurred by the Provider as a result of a person pursuing rights conferred upon them by privacy law.
- The Indemnified may make a claim under indemnities in the Agreement in relation to a Cost before having incurred the Cost, or before making a payment in relation to the Cost.
- The indemnities in the Agreement shall be in addition to any damages for breach of contract to which Provider may be entitled. Nothing in the indemnities in the Agreement will be construed so as to prevent Provider from claiming damages in relation to Customer’s breach of any term of the Agreement.
- Each indemnity in the Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of the Agreement for whatever reason.
32. Exclusion of express warranties
Customer uses the Interface its own risk. Provider makes no warranties or guarantees, implied or express:
- that the Interface will be accessible at all times, uninterrupted or error free;
- that the Interface is without bugs or viruses;
- that the Interface is immune to unauthorised access or security breach; and
- in respect of the retention of, or continued accessibility of, any Data.
- how Provider collects and stores personal information; and
- under what conditions Provider shares such information.
- Provider makes no warranties or guarantees, implied or express, in respect of the retention of or continued accessibility of any Data.
- Customer agrees that Provider is not liable for any loss or damage that may occur by any loss, corruption or any other inaccessibility in respect of any Data.
- Provider may store the Data "offsite". The Data storage location will not affect the laws that govern any agreement arising under the Agreement.
- At the request of Customer, Provider will take reasonable steps to delete Data about Customer stored by Provider where appropriate.
- The businesses that Provider contracts with to support its business are committed to protecting the confidentiality of Data, however, Provider reserves the right to permit those businesses to access, view and review any of Customer’s Data in order to support Provider’s business and comply with any relevant laws, including in the following circumstances:
- if a government agency or regulatory body lawfully and specifically requests them to do so;
- when performing routine backup and restore operations, virus scan and virus removal, spam and content filtering; or
- when such access, view or review is urgent and necessary to protect personal safety, perform troubleshooting, restore systems operation in the event of a server failure, remove illegal or offending (eg pornographic, violating policies, etc) Content or prevent a server failure, service outage or other damage.
- Communications must be in writing.
- Either party may serve any Communication on the other party by sending it to that party’s email address. A Communication by email will be taken to have been received by the addressee 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email was not delivered to the addressee's domain specified in the email address.
35. Inconsistency with other documents
If the Agreement are inconsistent with any other document between the parties, the Agreement prevails to the extent of the inconsistency.
36. Relationship of parties
The relationship of the parties under the Agreement does not form a joint venture, partnership or agency, or create any form of employment relationship. The relationship of Provider and Customer under the Agreement is that of independent contractor and principal. No act or omission of either party is to bind the other party except as expressly set out in the Agreement.
37. Governing law
The laws of NSW govern the Agreement. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
- This topic states that the provider may make minor changes to assist with fairness and accuracy of the Agreement at its sole discretion - by providing Customer with a period of notice that Provider determines to be reasonable.
- If Customer chooses to unsubscribe from Provider’s mailing list, Provider will not have the ability to notify Customer of changes to the Agreement, and it will be Customer’s responsibility to regularly check the Agreement at www.craftnation.com.au/termsofbusiness
- By continuing to use the Interface after an amendment to the Agreement, Customer agrees to be bound by the Agreement as amended.
Customer cannot assign, novate or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of Provider. Provider may assign, novate or otherwise transfer any of its rights or obligations under any contract arising from the Agreement to a third party without notice to, or the prior consent of, Customer, but if Provider requires, Customer will sign any documents to give effect to an assignment, novation or transfer by Provider under this clause.
40. Unforeseen Events
- The obligations of Provider under the Agreement are suspended to the extent that an Unforeseen Event affects them, as long as the Unforeseen Event continues. However, if an Unforeseen Event continues for more than 40 Business Days, Provider may terminate the Agreement by notice in writing to Customer of not less than 10 Business Days.
- The occurrence of an Unforeseen Event does not suspend the obligation of Customer to pay any money under the Agreement.
- A party claiming an Unforeseen Event must use their best endeavours to remove, overcome or minimise the effects of that Unforeseen Event as quickly as possible.
41. Time is of the essence
Time is of the essence for the performance of Customer’s obligations.
42. General and interpretation
The parties agree to do everything required to give full effect to the Agreement.
The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.
The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as 1 legal document.
No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.
Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.
Binding on successors
The Agreement is binding on each party's successors and permitted assigns.
The parties will cover their own expenses in preparing the Agreement documents.
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
- a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
- any reference to a trustee includes any substituted or additional trustee;
- unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
- "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
- where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
- headings are for convenience and will not affect interpretation;
- words in the singular will be taken to include the plural and also the opposite;
- "$" means the Australian dollar;
- a reference to a document will be to that document as updated, varied or amended;
- a document referenced by the Agreement will not take precedence over the referencing document;
- when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
- where a "URL" is mentioned, the non-operation of the "URL" will not render the rights and obligations associated with it invalid;
- any referenced digital resource may be replaced with another digital resource that is a "copy" of the original resource;
- a reference to a party's conduct includes omissions as well as acts;
- if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
- where a party is required to do "anything necessary", this includes executing agreements and other legal instruments.
Account, Accounts means a membership account on the Interface.
Agreement mean the legally binding agreement embodied in this document entitled "Terms of Business".
Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Days means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney.
Communication, Communications means any written communication including each notice, consent, approval, request and demand) under or in connection with the Agreement.
Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.
Content means all information, graphics, HTML, text, software and materials on the Interface.
Cost, Costs means any costs, expenses, losses, damages, claims, demands, proceedings, and other liability.
Datum, Data means information the Customer provides to the Provider or uploads to the Interface, including account registration information, Personal Information and Posted Content.
Deliverable, Deliverables means goods and services/goods provided by Craft Nation Pty Ltd that the Provider is in the business of providing.
Fee, Fees means the amount payable in respect of Deliverables as displayed on the Interface.
Indemnified means Provider and its directors, employees, contractors and agents.
Insolvency Event means in respect of a party (the Insolvent), the appointment of an administrator, a receiver or receiver and manager in respect of the Insolvent, an application to a court or an order for the winding up of the Insolvent, or where anything analogous or having a substantially similar effect to any of the preceding events occurs.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Interface, Interfaces means the web interface at www.craftnation.com.au, Craft Nation Facebook and Instagram pages. A reference to use of the Interface also refers to use of the Content.
Non Excludable Condition, Non Excludable Conditions means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Order, Orders means an online order for Deliverables in the form specified at www.craftnation.com.au.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
Posted Content means any Content that Customer uploads to the Interface.
Scope means in relation to Deliverables, a statement of work, service level agreement or other written agreement between the parties as to the scope, standards or specifications of those Deliverables.
Site means, in respect of Deliverables, the place agreed by the parties for the provision of the Deliverables, or the object in relation to which the Deliverables are delivered.
Third Party, Third Parties means third party businesses, people and websites.
Unforeseen Event, Unforeseen Events means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government agency, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a virus or other malicious code.