You may place an order with us by completing and submitting the Order Form.
By doing so, you are offering to purchase the goods identified in the Order Form (the Goods) for the total price set out in the Order Form (the Price) on these Order Terms and Conditions.
You agree that these Order Terms and Conditions set out the sole basis for the sale and purchase of the Goods to the exclusion of any conditions of sale or purchase appearing on any document that you may provide to us.
Payment of Price
Full payment of the Price is due upon submission of the Order Form. Payment can be made by direct deposit to the account identified on the Order Form.
Acceptance of orders
We will review your Order Form within a reasonable period after receiving it.
If we agree to sell the Goods (or any part of the Goods) to you, we will send you an order confirmation email accepting your order (or the relevant part of the order).
A legally binding agreement between us will only come into existence once we have sent you an order confirmation email accepting your order (or relevant part of the order) and we have received full payment of the Price.
If we do not accept your order (or any part of the order) we will notify you of this as soon as possible and will refund to you any amount paid by you for the order (or relevant part of the order) within fourteen days of the notification.
Processing of orders
We will process your order, including placing corresponding orders with our suppliers and requesting any further information from you to complete your order, within a reasonable period after accepting your order.
If your order involves customisation of any goods, we will ask you to provide us with the items we need to complete the customisation, including information, design files, logos, etc. You agree to provide these items to us in the format required by us within a reasonable period after we request them. We will not be liable for any delays in delivery that result from you failing to provide these items within a reasonable period.
Changing or cancelling an order
You may request to change or cancel your order at any time prior to when we place any corresponding order with our suppliers or we commence customisation of any item (as the case may be). All requests to change or cancel an order must be sent to us at Todd@TotalClubManager.com.au
A change or cancellation will only have effect when acknowledged by us in writing.
If the change results in the total price for the order being greater than the Price, you must pay the difference upon requesting the change.
If the change results in the total price for the order being less than the Price, we will refund the difference within seven days of acknowledging the change, less an administration fee of $100 (GST inclusive).
In the case of a cancellation, we will refund the amount paid by you for the cancelled order within seven days of acknowledging the cancellation, less an administration fee of 20% of the total (GST inclusive).
Orders that we are unable to fulfill
If for any reason we are unable to fulfill your order (or any part of your order) we will notify you of this as soon as possible. The order (or relevant part of the order) will be cancelled upon such notification and we will refund to you any amount paid by you for the order (or relevant part of the order) within fourteen days of the notification.
Delivery of Goods
We will email you with an anticipated delivery date within a reasonable period after accepting your order. We will keep you informed of any changes to the anticipated delivery date as they arise.
We will use our best endeavours to deliver the Goods to the delivery address identified in the Order Form by the anticipated delivery date but we do not guarantee delivery by that date. We will not be liable for any loss resulting from early or late delivery of the Goods. We will also not be liable for non-delivery due to the delivery address in the Order Form being incomplete or inaccurate.
We may deliver the Goods in one or more lots and at different times.
No warranty
Except as expressly set out in these terms and conditions and subject to clause 3, we provide no guarantee, representation, warranty, condition or undertaking regarding the Goods.
Any guarantee, representation, warranty, condition or undertaking which (but for this clause) would be implied into the agreement contemplated by these Order Terms and Conditions by law is excluded to the fullest extent permitted by law.
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
Inspection and acceptance or rejection of Goods
You are required to inspect the Goods and notify us in writing at Todd@TotalClubManager.com.au within three days of the Goods being delivered if the Goods (or any part of the Goods) are rejected by you.
The Goods may only be rejected if they are damaged (prior to delivery), not the ordered goods, oversupplied, or breach any of the applicable consumer guarantees in the Australian Consumer Law.
Any Goods not rejected by you within a reasonable period will be deemed to have been accepted by you.
If any Goods are rejected by you we will provide you with instructions to return the rejected Goods to us at our cost.
All rejected Goods must be returned to us in the same condition in which they were delivered to you, including with original packaging and without having been worn or otherwise used (unless it is only by the Good being worn or otherwise used that the defect became known).
Subject to clause 7, we will refund to you any amount paid for the rejected Goods within fourteen days of receiving the rejected Goods.
If, when we receive the rejected Goods, we determine (acting reasonably) that the Goods should not have been rejected by you under clause 2 or the Goods have not been returned in the condition required by clause 8.5, we may return the Goods to you and charge you an amount to cover the cost of the return delivery from you to us and the cost of the return delivery from us to you. Any such amount will be payable by you within seven days of invoice. We may also set-off this amount against any amount owing by us to you. We will not refund the amount paid by you for any Goods returned to you under this clause.
Risk and title to the Goods
Risk and title to the Goods will pass to you upon delivery of the Goods to the delivery address identified in the Order Form.
Intellectual property
Nothing in these Order Terms and Conditions shall be construed to transfer ownership of, or grant a licence of, Intellectual Property Rights.
You warrant to us that you own or have a licence to use the Intellectual Property Rights in any materials that you provide to us to enable us to customise any of the Goods for you.
You agree to indemnify and hold us and our officers, employees, agents, partners, suppliers and licensors harmless from any Claim due to or arising out of your infringement of the Intellectual Property Rights of any person.
If a Claim is made against us or we become aware that a Claim may be made against us due to or arising out of your infringement of the Intellectual Property Rights of any person we may immediately cancel the order and refund any amount paid by you for the cancelled order, less any costs incurred by us for the order up to the date of cancellation.
Liability
We will not be liable to you in respect of any loss of profits or anticipated savings, any loss of revenue or income, any loss of business or contracts, any loss of opportunities, any loss or corruption of any data, database or software, any losses arising out of a Force Majeure Event or any special, indirect or consequential loss or damage.
Nothing in these Order Terms and Conditions will limit any liabilities in any way that is not permitted under applicable law or exclude any liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this clause 12 and elsewhere in these Terms and Conditions are subject to clause 2 and govern all liabilities arising under any agreement contemplated by these Order Terms and Conditions or relating to the subject matter of any agreement contemplated by these Order Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
Australian Consumer Law
Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51, 52 or 53 of the Australian Consumer Law) is limited to, at our choice:
in the case of the supply of goods – the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
in the case of the supply of services – the supplying of the services again or the payment of the cost of having the services supplied again.
Force majeure
Neither party has any liability under or will be deemed to be in breach of the agreement contemplated by these Order Terms and Conditions for any delays or failures in performance of the agreement which results from a Force Majeure Event (other than any liability or obligation to pay an amount under the agreement).
The party affected by the Force Majeure Event must promptly notify the other party in writing when a Force Majeure Event causes a delay or failure in performance and when it ceases to do so.
If a Force Majeure Event so notified continues for a continuous period of more than 3 months, either party may cancel the order by written notice to the other party. In such circumstances we will refund any amount paid by you for the cancelled order, less any costs incurred by us for the order up to the date of cancellation.
General
The agreement contemplated by these Order Terms and Conditions shall constitute the entire agreement between us in relation to the subject matter of the agreement.
As far as possible all provisions of the agreement contemplated by these Order Terms and Conditions will be construed so as not to be void or otherwise unenforceable. If anything the agreement is void or otherwise unenforceable then it will be severed and the rest of the agreement remains in force.
The agreement contemplated by these Order Terms and Conditions shall be governed by and construed in accordance with the laws of Queensland, Australia and the courts of Queensland, Australia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with such agreement.
Definitions and interpretation
In these Order Terms and Conditions:
“Claim” means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise);
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, pandemics, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (including copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“We”, “us” and “our” means Total Club Solutions Pty Ltd trading as Total Club Manager ABN 79 647 239 110;
“You” and “your” means the Customer identified in the Order Form.
In these Order Terms and Conditions:
headings are for convenience only and do not affect the interpretation of these Order Terms and Conditions
the singular includes the plural and vice versa
the words “include”, “includes” and “including” or words of similar effect are not words of limitation.
