Welcome to Refilled (“Application”)!

The Application enables you to interact with Refilled smart drink dispensers.  This includes:

purchasing drinks via the Refilled smart drink dispensers (“Products”);

paying for a subscription which provides you with benefits such as special offers on our Products;

tracking your purchase history and your contribution to reducing plastic waste;

linking your reusable bottle to the Application; and

other features that we may introduce in the future.

(together, the “Services”)

The Application is operated by Puravida Ventures Pty Ltd (ACN  639 386 995) (“we”, “us”, “our”).

Access to and use of the Application, or any of its associated Products or Services, is provided by us.

Please read these terms and conditions (“Agreement”) carefully.  By using or browsing the Application, you indicate that you have read, understood, and agree to be bound by the Agreement.  If you do not agree with the Agreement, you must cease usage of the Application and any of its Services, immediately.

We reserve the right to review and change any of the Agreement by updating this page at its sole discretion.  When we update the Agreement, we will use reasonable endeavours to provide you with notice of updates to the Agreement via email or a notification within the Application.  Any changes to the Agreement take immediate effect from the date of their publication.  Before you continue, we recommend you keep a copy of the Agreement for your records.

You accept the Agreement by using or browsing the Application. You may also accept the Agreement by clicking to accept or agree to the Agreement where this option is made available to you within the Application.

In order to access the Services, you must first register as a user of the Application.

As part of the registration process and as part of your use of the Application, you will be required to provide personal information about yourself, including:

Full name,

Gender,

Date of birth,

Email address,

Telephone number,

Password, and

Credit card and other payment details.

(“Registration Information”)

You warrant that the Registration Information will always be correct and up-to-date.

You must not provide us with false, misleading, or deceptive Registration Information.

Once you have completed the registration process, you will be a registered member of the Application (“Member”).  As a Member, you will be granted immediate access to the Services available on the Application.

You may not use the Application if:

you are not of legal age to enter into binding legal transactions; or

you are under a direction or order of a court or public authority restricting your use of electronic devices or online services.

As a Member, you agree to comply with the following:

you will use the Services only for purposes that are permitted by this Agreement;

whilst we take reasonable measures to implement cybersecurity systems and processes, you have the sole responsibility for protecting the confidentiality of your Registration Information.  Use of your password by any other person may result in the immediate cancellation or suspension of your access to the Services;

any use of your Registration Information by any other person, or third parties, is strictly prohibited.  You agree to immediately notify us of any unauthorised use of your Registration Information of which you have become aware;

access and use of the Application is limited, cannot to transferred to another person, and allows for your sole use of the Application for the purpose of accessing the Services and no other purpose;

you will not use the Services or Application for any illegal use, such as (but not limited to) collecting email addresses or any other Registration Information belonging to other Members by any means for the purpose of sending unsolicited email or messages, or unauthorised framing of or linking to the Application;

you agree that if you attempt to post or send commercial advertisements, affiliate links, and other forms of solicitation via the Application, we may remove them without notice and may cancel or suspend your access to the Services.  We may also take appropriate legal action or report you to public authorities if you use the Application in an illegal manner or in breach of this Agreement; and

you acknowledge and agree that any automated use (such as via bots or scripts) of the Application or its Services is prohibited.

You may be required to pay money for access to some or all of the Services.  Such payments may take the form of:

purchase price for the Products;

subscription fees; and

other fees or charges that we may request in exchange for added features on the Application or at Refilled smart drink dispensers.

Payment may be made through one of the following third party providers:

Apple Pay;

Google Pay;

Stripe Inc;

Nayax Pty Ltd.

(“Payment Gateway Providers”)

In making any payment, you warrant that you have read, understood, and agree to be bound by, the applicable terms and conditions of use, privacy policy, and other relevant legal documentation provided by the Payment Gateway Providers.

Following our confirmation of your payment, you will be issued with a receipt to confirm that the payment has been received and we may record your purchase details for future use.

We also allow Members to become subscribers, which will enable you to receive and benefit from special offers and discounts.  The precise details of various offers and discounts are set out within the Application and may change from time to time.  Such changes will be visible on the Application.

If you choose to become a subscriber, you acknowledge and agree that:

you are sole responsible for ensuring that the subscription is suitable for you, considering the benefits and cost to you, and the subscription payments are within your financial means; and

we will charge you the subscription fee using the payment method you nominate on the Application, and that the subscription fee will be automatically charged on a regular basis at intervals specified in the Application.

You may purchase Products via the Application.

When purchasing our Products, it is solely your responsibility to check the details of the Product you are purchasing via the Application or at the Refilled smart drink dispenser, and ensure that it is the Product you wish to purchase.

You acknowledge and agree that we do not provide any refunds or replacements for change of mind.

The Application, the Services, and all of our related Products are subject to copyright.

The material on the Application is protected by copyright under the laws of Australia and through international treaties.  Unless otherwise indicated, all rights (including copyright) in the site content and compilation of the Application (including text, images, audio, video, source code, and object code) (“Content”) are owned or controlled for these purposes, and are reserved by us or our intellectual property contributors.

We retain all rights, title, and interest in and to the Application and all Content. Nothing you do on or in relation to the Application will transfer to you:

our business name, trading name, domain name, trade mark, patent, industrial or registered design, or copyright;

the right to use or exploit a business name, trading name, domain name, trade mark, or industrial or registered design; or

a system or process that is the subject of a patent, industrial or registered design, or copyright (or an adaptation or modification of such a system or process).

You may not, without our prior written permission and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content for any purpose.

We take your privacy seriously and any information provided through your use of the Application or the Services are subject to our Privacy Policy, which is available on the Application.

By continuing to use the Application, you indicate that you have read, understood, and agree with the Privacy Policy.

If you or a body corporate in which you a director or shareholder or unit-holder (other than as a holder of less than 5% of shares in a publicly-listed company), are in the business of providing similar Services for a commercial gain, then you are our competitor.  Competitors are not permitted to use or access any information or content on our Application.

You must not use the Application or Services or our Products to on-sell them to another person, without our express prior written consent.  For clarity, your registration as a Member shall not constitute such consent.

If you breach clause 10.1 or 10.2, we will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.

Our Products and Services come with guarantees that cannot be excluded under the Australian Consumer Law (“ACL”).

Nothing in these Agreement limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.  However, if any provision in clauses 12 and 13 of this Agreement is found by a court or tribunal of competent jurisdiction, as modifying or excluding such a right in a particular set of circumstances, then that provision shall be read down to have no such effect in that instance.

You acknowledge that we do not make any terms, guarantees, warranties, representations, or conditions whatsoever regarding the Application, Services, and Products other than provided for in this Agreement.

We will make every effort to ensure a Product is accurately depicted on the Application, however, you acknowledge that sizes, colours, and packaging may differ from what is displayed on the Application.

Subject to this clause, and to the extent permitted by law:

all terms, guarantees, warranties, representations, or conditions which are not expressly stated in these Agreement are excluded; and

we will not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Agreement (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

Use of the Application, the Services, and any of our Products, is at your own risk.  Everything on the Application, the Services, and our Products are provided to you on an "as is" and "as available" basis, without warranty or condition of any kind.  None of our affiliates, directors, officers, employees, agents, contributors, third party content providers, or licensors make any express or implied representation or warranty about its Content or any Products or Services. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

the accuracy or currency of any information on the Application, the Service, Products, and Content (including third party material and advertisements on the Application);

costs incurred as a result of you using the Application, the Services, or any of the Products;

the Content or operation in respect to links on the Application provided for your convenience;

any failure to complete a transaction, or any loss arising from e-commerce transacted on the Application; or

any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

Our total liability arising out of or in connection with the Services or these Agreement, however arising, including under contract, tort (including negligence), in equity, under statute, or otherwise, will not exceed:

the most recent payment by you to us under this Agreement; or

where you have not paid anything, our total liability is the resupply of the Services to you.

You expressly understand and agree that we, our affiliates, employees, agents, contributors, third party content providers, and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability.  This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

We are not responsible or liable in any manner for any site content (including the Content or third party content) posted on the Application or in connection with the Services, whether posted or caused by users of the Application or by any third party

The Agreement will continue to apply until terminated by either you or us, as set out below.

If you want to terminate the Agreement, you may do so by closing your accounts via the relevant option in the Application.

We may, at any time, terminate the Agreement with you if:

you have breached any provision of the Agreement or we have reasonable cause to believe that you intend to breach any provision;

we are required to do so by law;

we are transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

our provision of the Services to you is, in our sole opinion, no longer commercially viable.

Subject to local applicable laws, we reserve the right to discontinue or cancel your status as a Member at any time and may suspend or deny, at our sole discretion, your access to all or any portion of the Application or the Services without notice if:

you breach any provision of the Agreement;

you breach any applicable law; or

your conduct adversely impacts our name or reputation, or violates the rights of those of another person, or there is reasonable ground for us to believe that your conduct will have such adverse impacts.

When this Agreement is terminated, all of the parties’ rights and obligations under this Agreement set out in clauses 8 to 13, 15, and 16 (being intellectual property, privacy, competition, confidentiality, consumer law, general disclaimers, limitation of liability, indemnity, and dispute resolution) as well as any other provision which by its nature should survive termination, shall survive the termination of this Agreement.

You agree to indemnify us, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any Content you post through the Application;

any direct or indirect consequences of you accessing, using, or transacting on the Application or attempts to do so and any breach by you or your agents of these Agreement; and

any breach of the Agreement.

Compulsory:

If a dispute arises out of or relates to the Agreement, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

Notice:

A party to the Agreement claiming a dispute (“Dispute”) has arisen under the Agreement, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

Resolution:

On receipt of that notice (“Dispute Notice”) by that other party, the parties to this Agreement must:

Within 14 days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

If for any reason whatsoever, 14 days after the date of the Dispute Notice, the Dispute has not been resolved, the Parties must request that an appropriate mediator be appointed by the Australian Disputes Centre;

The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; and

The mediation will be held in Sydney, Australia.

Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

Termination of Mediation:

If 90 days have elapsed from the date of the Dispute Notice and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts and tribunals of New South Wales, Australia, and any courts that may hear appeals from thereof.

The Agreement are governed by the laws of New South Wales, Australia.  Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Agreement and the rights created hereby shall be governed and interpreted pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules.  The validity of this governing law clause is not contested.

For clarity, this Agreement shall be binding to the benefit of the parties hereto and their successors and assigns.

Both parties confirm and declare that the provisions of the Agreement are fair and reasonable and both parties having had fair opportunity to obtain independent legal advice and declare the Agreement are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

If any part of these Agreement is found to be void or unenforceable by a court or tribunal of competent jurisdiction, that part shall be severed and the rest of the Agreement shall remain in force.