Subscription terms and conditions

About your subscription
1. Binding agreement
  1. You warrant that you are of legal age and have authority to engage into an be bound by this agreement.
  2. Where you enter into this agreement on behalf of a company or other legal entity, you warrant that:
    1. you have full legal authority to bind the entity to this agreement;
    2. the entity and you will be bound by the terms of this agreement.
Placing orders
1. User Accounts
  You must register for an account in order to purchase a subscription. When singing up, you must provide your personal information (please see our Privacy Policy on how we utilise your information).
2. Order Placed
  You are deemed to have placed an order for a subscription, and will be bound by these terms and conditions, when you click the “Pay” button.
3. Providing information
  Before submitting your order, it is your responsibility to check the accuracy of any account information you provided. This does not imply that your order has been accepted.
4. Acceptance of order
  Your order will be accepted when we have received payment and sent the Subscription Products for delivery.
5. Rejection of order
  If we do not accept your order, we will let you know via email. This may occur for one of the following reasons:
  1. we were unable to authorise your payment;
  2. the Subscription Products you ordered are not available;
  3. we are not authorised to sell the Subscription Products or subscription to you; or
  4. there was an error in the pricing or description of the Subscription Products you ordered.
6. Problems with your order/subscription
  If we are unable to fix any issues with your order, the shipping address, or the payment method connected to your subscription, we may contact you via email at the email address provided by you. Your order might be cancelled if we are unable to fix issues with it, and we may not be able to deliver more Subscription Products until such issues are fixed.
Term & ending subscription
1. Term
  Your subscription will commence on the Subscription Date and continues until:
  1. the expiry of the Subscription Period, at which time it will automatically renew for an additional Subscription Period until such time this agreement is terminated;
  2. you terminate this agreement in accordance with clause 3.2(a); or
  3. we terminate this agreement in accordance with clause 11.
2. Ending your subscription
  1. Notwithstanding clause 3.1, you may end your subscription by giving us no less than 5 days’ written notice prior to the end of your current Subscription Period.
  2. If you provide us with less notice than the period prescribed under clause 3.2(a), we may renew your subscription for an additional Subscription Period (see clause 3.1(a)) and your subscription will end at the conclusion of such additional Subscription Period.
Managing your subscription
1. Renewal of Subscription Products
  Subject to payment of the applicable Fees, we will provide you with the Subscription Products throughout the Term or each Subscription Period (clause 1.3).
2. Subscribing to other products
  1. You can subscribe to additional Products during the Term by:
    1. adding the product to your subscription via our Website or contacting us; and
    2. paying the applicable Fees for that product.
3. Unsubscribing from Subscription Products
  1. Without limiting clause 3.2, you may unsubscribe from any Subscription Product by providing us with no less than 5 days written notice prior to the expiry of the relevant Subscription Period.
  2. Provided you have complied with the notice requirements under clause 3.2(a), we will cease supplying the Subscription Product at the expiry of the relevant Subscription Period.
  3. If you fail to provide us notice in accordance with clause 3.2(a), we may continue to supply the Subscription Product for an additional Subscription Period and will cease supplying the Subscription Product at the expiry of such additional Subscription Period.
4. Cancellation of Subscription Product
  We may limit or cancel the supply of any Subscription Product if:
  1. you fail to pay the Fees in accordance with this agreement, and fail to remedy that failure within 10 Business Days after the date which we notified you of the amount overdue; or
  2. the Subscription Product is no longer available, in which instance we will refund you any payment made in respect of that Subscription Product
5. No transfer
  You must not assign, transfer, loan or otherwise distribute your subscription.
6. Gifting
  1. We may allow subscriptions to be purchased as gifts. If so, the individual who originally purchased the gift subscription will be liable for all payments and Fees, and only the purchaser is eligible to receive any refunds or other compensation payable in relation to the gift subscription.
  2. Any reference to “your” or “you” (except in respect of renewal, payment, Fees, refunds and/or cancellation) shall be construed as references to the recipient of any gift subscription.
  3. The beneficiary of any gift subscription purchased by you may use such subscription only in accordance with these terms and conditions.
Subscription Product Fees
1. Fees
  1. Fees for Subscription Products or subscription will be disclosed on the product page (see our Website). Any applicable shipping and handling costs are disclosed during the checkout process on our Website.
  2. Depending on the Subscription Products or subscription you select, including the quantity of Subscription Products, will determine the price we will charge you.
  3. You are responsible for paying, and must pay, any Fees including shipping and handling fees as well as any sales or similar taxes that may be imposed by the applicable law.
  4. The Fees that we will charge you for the Subscription Products and/or subscription will be the price that was posted on our website on the date that you first signed up for a subscription or purchased the Subscription Products.
  5. Unless otherwise stated, all Fees are in Australian Dollars and includes any applicable Tax.
2. Change in pricing
  1. We do not offer price protection or refunds in the event of promotions or price decreases, unless otherwise required by applicable law.
  2. We reserve the right to adjust pricing for Subscription Products and/or subscriptions at any time by providing at least 14 days’ written notification to you prior to the expiry of the Subscription Period.
  3. Any adjusted prices may apply and be charged at the commencement of a new Subscription Period unless you cancel your subscription by written notice to us at least 7 days prior to the expiration of the current Subscription Period.
3. Returns & Refunds
  Unless required by law, you will not be entitled to any refund under any circumstances (see our Returns Policy).
4. Acceptance of Terms
  Payment of the Fees is full acceptance of these terms and conditions and creates a binding agreement.
5. Method of Payment
  We may use one or more third-party payment processors (“TPPs”) to process payments of Fees at our sole discretion. Payments made through TPPs are subject to the terms and conditions, and privacy policies, of the relevant TPPs, and are entirely separate to this agreement. You may have rights and obligations under such terms and conditions.
6. Payment by credit card
  Without limiting clause 5.5:
  1. by purchasing a subscription, you agree to pay any Fees for each Subscription Product during the Term.
  2. you are responsible for promptly paying any Fees associated with your subscription, and must, at the time of purchase or check out, provide a valid credit card for payment. If your credit card information changes whilst your subscription is active, you must promptly notify us of any changes.
  3. your credit card may be charged in advance for the Fees for each Subscription Product:
    1. on or after the date which your subscription commences or which your subscription for a particular Subscription Product starts; and
    2. after that, at the start of each Subscription Period during the Term.
  4. you may also be required to pay an additional credit card processing surcharge at the time of purchase or processing.
Delivery of Subscription Products
1. Shipping/Delivery
  1. Subscription Products will be shipped at such additional cost identified at the time of purchase and/or check out.
  2. We reserve the right to choose the means of transportation or shipping services at our discretion.
  3. Any risk in the Subscription Products shall pass to you at the time when we hand the goods over to the carrier or delivery agent. We will not be liable for any damage, loss or theft to/of the Subscription Products once we have handed the goods to the delivery agent.
  4. Dispatch times may vary according to availability of Subscription Products.
  5. Any representations made in respect of delivery times are estimates only and shall be non-binding. Delivery of Subscription Products may be subject to delays resulting from postal delays or force majeure for which we are not responsible.
  6. A signature on delivery may be required. If you refuse to sign the delivery document, this till be taken as refusal to accept delivery.
  7. If no signature is required at the time of delivery, and if no-one is present at the shipping address at the time of delivery, or there is limited access at the shipping address, the delivery agent may either leave a collection card with instructions on where to collect the Subscription Products or in a secure place.
2. Change of shipping address
  1. If your shipping address changes at any time during the Subscription Period, you must give us no less than 30 days’ notice in writing of any changes to your shipping address.
  2. If you fail to provide notice in accordance with clause 6.2(a), we will not be liable for replacing or re-issuing any Subscription Products delivered to the address provided by you at the time of purchase.
  3. If we have sent Subscription Products to an address provided by you where you no longer reside and you have failed to provide notice in accordance with clause 6.2(a), you will be liable for any costs or Fees associated with re-issuing Subscription Products to such new shipping address provided by you.
Change of Subscription Products Our rights to change
1. The types, inclusions and availability of the Subscription Products are subject to change at any time, and we retain this right.
2. If your subscription changes, you will receive 14 days’ notice during which time you must notify us in writing whether you wish to cancel your subscription and avoid automatic renewal in accordance with clause 3.2(a).
3. If you fail to provide notice in accordance with clause 7.1(b), any changes to your subscription will take effect upon the renewal of your subscription in accordance with clause 3.2(a) and you will not be entitled to a refund.
Use of Subscription Products
1. Acceptable use of Subscription Products You must use the Subscription Products only in accordance with any instructions or manuals provided with the Subscription Products.
2. Restrictions on use
  You must not
  1. use your subscription for any commercial purpose, such as reselling the Subscription Products to a third party or charging a price or fee for access to your subscription;
  2. copy, reproduce, translate, adapt, publish, create derivative works from, vary, merge or modify any of our Products or the Subscription Products in any way, including reverse engineering, disassembling or decompiling;
  3. allow any third party to do anything inconsistent with the instructions or manuals provided with the Subscription Products;
  4. use the Subscription Products for any unlawful purpose;
  5. attempt to remove, hide, or interfere with any proprietary or copyright notices, labels, or serial numbers on any Subscription Products.
GST
1. Definition regarding GST
  In this clause 9:
  1. expressions that are not defined, but which have a defined meaning in the GST Law, have the same meaning as in the GST Law;
  2. any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 9; and
  3. any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 9.
2. Consideration is inclusive of GST
  Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement or in relation to your subscription has been determined with regard to any GST payable under this clause 9.
3. Receiving Party to pay additional amount
  If GST is imposed on any supply made under or in accordance with this agreement, the recipient of the supply (Receiving Party) must pay to the supplier (Providing Party) an additional amount equal to the GST payable on the supply, subject to the Receiving Party receiving a valid tax invoice, or a document that the Commissioner will treat as a tax invoice, in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time and in the same manner as payment for the supply is required to be made in accordance with this agreement.
4. Fines, penalties & interest
  The amount recoverable on account of GST under this clause 9 by the Providing Party will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the Receiving Party under this clause 9.
5. Reimbursement
  If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party can claim an Input Tax Credit, partial Input Tax Credit or other similar offset.
6. Adjustment events
  If, at any time, an adjustment event arises in respect of any supply made by a party under this agreement, a corresponding adjustment must be made between the parties in respect of any amount paid to the Providing Party by the Receiving Party pursuant to clause 9.3 and payments to give effect to the adjustment must be made and the Providing Party must issue an adjustment note.
Intellectual property
1. Ownership
  You acknowledge and agree that we either own, or have a licence for, all the rights, title and interest (including all intellectual property rights) in the Subscriptions Products and our Website.
2. Use of Intellectual Property
  Your ability to use the Subscription Products in line with these terms and conditions are the only rights you have in relation to the Subscription Products and our Website.
Termination by us
1. Termination without notice
  We may terminate this agreement immediately without notice to you if:
  1. you fail to pay any Fees in accordance with this agreement, and fail to remedy that failure within 10 Business Days after the date of notice form us specifying the amount overdue; or
  2. we reasonably believe that, in the course of using our Website, or a Subscription Product, you have breached a person’s right (including intellectual property rights) or any law.
2. Termination with notice
  We may terminate this agreement immediately by notice in writing if you:
  1. breach any term of this agreement that is not capable of remedy;
  2. are no longer subscribed to any Subscription Products; or
  3. breach any term of this agreement that is capable of remedy and you failed to rectify such breach within 10 Business Days of receiving a notice form us requiring to do so.
3. Effect of Termination
  1. Termination of this agreement will automatically result us ceasing to provide you with the Subscription Products.
  2. Upon the termination of this agreement, you will not be entitled to receive any refund of any part of any Fees paid by you under this agreement unless required by law.
  3. Clauses 1, 8, 11 and 12 will survive the expiry or termination of this agreement for any reason.
Liability
1. Consumer Rights Statement
  1. All your rights set out in this agreement are in addition to your rights as a consumer under applicable consumer protection legislation, including the Australian Consumer Law.
  2. Your consumer rights are not excluded, modified, or restricted by this agreement. You can find out more about your consumer rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and State or Territory fair trading authorities.
2. Warranty & limitation of liability
  1. We warrant that all Subscription Products sold to you:
    1. shall be free from defects in workmanship and materials, except for any defects arising out of actions taken by or at the direction of Purchaser or materials provided by or on behalf of Purchaser; and
    2. shall comply with any applicable regulations and laws of Australia in respect of the type of products sold to you.
  2. Our liability under this warranty, whether in contract or tort, shall be limited exclusively to the refund of any Fees associated with your subscription or the Subscription Products to the extent of any defective Subscription products.
  3. We will make no other warranties with respect to the Subscription Products.
  4. OTHER THAN THE ABOVE WARRANTY (clause 12.2(a)), WE MAKE NO WARRANTY, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE, EXPRESS OR IMPLIED, IN FACT OR BY LAW, AND WE SHALL HAVE NO FURTHER OBLIGATION OR LIABILITY UNDER THE ABOVE WARRANTY OR WITH RESPECT TO THE SUBSCRIPTION PRODUCTS. SUBJECT TO THE FOLLOWING SENTENCE, WE SHALL IN NO EVENT BE LIABLE FOR PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES.
General
1. Entire Agreement
  This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.
2. Severability
  If a provision of this agreement is invalid or unenforceable in a jurisdiction:
  1. it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
  2. that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.
3. No waiver
  No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.
4. Amendment
  This agreement and the terms therein may not be varied except by written instrument executed by all parties.
5. Assignment
  1. Without limiting any other provision under this agreement, we may assign or transfer this agreement to another party with written notice to you.
  2. You must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of your rights under this agreement without our prior written consent.
6. Governing law and jurisdiction
  1. This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Queensland, Australia.
  2. The parties irrevocably agree that the courts of Queensland, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).
Definitions
Applicable Law means the laws of the Commonwealth of Australia and the State of Queensland, including any statutes, regulations or common law principles.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act

2010 (Cth) and the corresponding provisions of the Fair Trading Act 1989 (Qld).

Business Day means a day on which banks are open for business in Brisbane, Queensland Australia excluding a Saturday, Sunday or public holiday.

Fees means, in respect of any Subscription Products, the fees for subscribing to that Subscription Product(s), as advertised on our Website or as described at the time of purchasing your subscription, and as amended from time to time.

GST has the same meaning given to that expression in the GST Law.

GST Law has the same meaning given to that expression in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.

Input Tax Credit has the meaning given in the GST Law.

Intellectual property means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Product means a product that we make available for subscription (as changed from time to time), that is further detailed on our Website, and that is subject to the limitations outlined in this agreement (whether alone or in conjunction with other products).

Subscription means the subscription to one or more Subscription Products you make during the Term through our Website whereby we supply you with the Subscription Product.

Subscription Date means the date which we have accepted your order for the purchase of any Subscription Products.

Subscription Period means a period of three (3) months.

Subscription Product means a Product to which you have made a subscription during the Term, unless:
1. you have unsubscribed from the Product under clause 4.3; or
2. we have cancelled your subscription in accordance with clause 4.4.
Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).
1. any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under the Tax Acts or any other statute, ordinance or law by any Governmental Agency (including profits tax, property tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, superannuation guarantee charge, group or Pay as You Go withholding tax and land tax);
2. unless the context otherwise requires, Stamp Duty and GST; and
3. any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.
Term means the duration of this agreement as described under clause 3.1(a), including any subsequent Subscription Period.

We or Us means Smidge Co Pty Ltd ACN 654 993 889.

Website means www.smidgeco.com.au, and any other URLs owned or operated by us.

You or Your means the person who entered into this agreement and who’s details were provided in the course of applying or purchasing the subscription.