About the Website
Welcome to https://www.refilled.com.au/ (Website).
The Website is operated by Puravida Ventures Pty Ltd trading as Refilled (ACN 639 386 995) (we, us, our).
The Website provides general information about our products including information about our smart drink dispensers, ability to purchase syrups for dispensers at your business premises or under your control, and analysis of dispenser usage (Services).
Please read these terms and conditions (Terms) carefully. By using, browsing, or reading the Website, this signifies that you have read, understood, and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
You are deemed to have read, accepted, and agreed to these Terms on each occasion that you access the Website, and the Terms are terminated on each occasion that the connection between your electronic device and the Website is terminated.
If you are our business client with a current account (Business Member), you are deemed to have read, understood, and agreed to these Terms at the time of becoming our client. You acknowledge and agree that we may amend these Terms from time to time, in which case we shall provide you with written notice by email that the Terms have been amended, and your continued use of the Website will be deemed to indicate that you have read, understood, and agreed to the amended Terms.
You agree that:
you only use the Website in accordance with the applicable law or regulation in the jurisdiction where you are accessing the Website from;
you have the sole responsibility for protecting the confidentiality of your password, email address, and any other login credentials. Use of your login credentials by any other person may result in the immediate suspension or cancellation of your access to the Website and its Services;
use of your Business Member account by any other person is strictly prohibited. You must immediately notify us of any unauthorised use of your Business Member account, or any breach of security, of which you become aware;
access and use of the Website is limited, non-transferable, and allows for your use of the Website only for the purpose of obtaining general information about our products and to access the Services in accordance with these Terms;
you must not use the Website or the Services for any illegal manner or for a purpose other than expressly set out in these Terms; and
any automated use of the Website (such as via bots or scripts) is strictly prohibited.
You may be required to pay money for access to some or all of the Services.
Payment may be made through one of the following third party providers:
Nayax Pty Ltd.
(“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.
You may purchase our products, namely syrups for our smart drink dispensers, and any other product that we may list for sale on the Website.
When purchasing our products, it is solely your responsibility to check the details of the product you are purchasing and ensure that it is suitable for you.
You acknowledge and agree that we do not provide any refunds or replacements for change of mind.
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 Website or the Services to on-sell them to another person, without our express prior written consent. For clarity, our granting you the status of a Business Member shall not constitute such consent.
If you breach clause 6.1 or 6.2, 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.
Copyright and Intellectual Property
The Website and its contents are subject to our copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, source code, scripts, design elements, and interactive features) are owned or controlled for these purposes, and are reserved by us or our licensors.
All trademarks, business names, and other branding are registered or licensed by us.
We do not grant you any other rights whatsoever in relation to the Website or the content. Nothing you do on or in relation to the Website will transfer to you any:
business name, trading name, domain name, trade mark, industrial design, patent, registered design, or copyright;
right to use or exploit a business name, trading name, domain name, trade mark, or industrial design; or
thing, system, or process that is the subject of a patent, registered design, or copyright (or an adaptation or modification of such a thing, system, or process).
You may not, without our prior written permission and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the content or third party content for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website that are in the public domain on a copyright-free basis.
Our Products and Services come with guarantees that cannot be excluded under the Australian Consumer Law (“ACL”).
Nothing in these Terms 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 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.
Nothing in the Terms limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by the Australian Consumer Law (or any liability under them) that are expressly prohibited from being limited or excluded under the Australian Consumer Law.
Subject to clause 10.1 and to the maximum extent permitted by law:
all terms, guarantees, warranties, representations, or conditions which are not expressly stated in the Terms are excluded; and
we will not be liable for any special, indirect, or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable consumer guarantee under the Australian Consumer Law), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the content or these Terms, whether at common law, under contract, tort, in equity, pursuant to statute, or otherwise.
Use of the Website and the content is at your own risk. Everything on the Website and the content is provided to you "as is" and "as available" without warranty or condition of any kind. None of our affiliates, directors, officers, employees, agents, contributors, and licensors make any express or implied representation or warranty about the content, product, or service referred to on the Website. 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, suitability or currency of any information on the Website, the content, or any of its content related products (including third party material and advertisements on the Website);
costs incurred as a result of you using the Website, the content or any of our products and services; and
the content or operation in respect to links which are provided for your convenience.
Our total liability arising out of or in connection with the content or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the content to you.
You agree to indemnify us, and our 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 your content;
any direct or indirect consequences of you using the Website; and
any breach of the Terms.
These Terms will continue to apply until terminated by either you or us as set out below.
If you want to terminate the Terms, you may do so by giving us at least 14 days’ notice in writing.
Your notice should be sent in writing to our email address or postal address as set out on the Website.
We may, at any time, terminate these Terms by written notice to you, if:
you have breached any provision in these Terms or a relevant law or regulation, or we have reason to suspect that you intend to breach any of them;
we are required to do so by law;
we make a commercial decision to cease providing the Services for reasons of commercial viability, or change of our business model or priority.
Subject to applicable laws, we reserve the right to suspend or cancel your status as Business Member or to suspend or cancel your access to the Services, at our sole discretion, if you breach any provision in these Terms or any applicable law or regulation, or your conduct adversely impacts our name or reputation or violates the rights of a third party.
When these Terms are terminated, all of the parties’ rights and obligations set out in clauses 6 to 13 (being competition, intellectual property, privacy, consumer law, general disclaimer, indemnity, termination, and dispute resolution) as well as any other provision which by its nature should survive termination, shall survive the termination of these Terms.
If a dispute arises out of or relates to these Terms, 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).
A party to these Terms claiming a dispute (“Dispute”) has arisen under these Terms, 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.
On receipt of that notice (“Dispute Notice”) by that other party, the parties to this Terms 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.
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.
Venue and Jurisdiction
In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts and tribunals of New South Wales, Australia.
The Terms 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 Terms and the rights created hereby shall be governed, interpreted, and construed in accordance with the laws of New South Wales, Australia.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.