1. Ondemand Class Injury Disclaimer and Waiver
2. Safety Disclaimer
3. YR Community Guidelines User Content Moderation Policy
4. Purchase Terms and Conditions
5. Account Registration
1. OnDemand Class Injury Disclaimer and Waiver
Your Reformer's OnDemand App (hereinafter referred to as the “App”) is designed to provide you with high quality video of fitness classes, strength and stretch routines, foundational moves, information about fitness and bringing together a community of people that are interested in Pilates. This App is not directed to persons under eighteen (18) years of age. The Website is owned by Your Reformer.
2. Safety Disclaimer
Physical exercise, in all of its forms and with or without the use of equipment such as blocks, straps or any other equipment that may be suggested by a Your Reformer Pilates instructor, is a strenuous physical activity. Accordingly, you are urged and advised to seek the advice of a physician before beginning any physical exercise regimen, routine, program or using any suggested equipment, shown in any of the video clips on the App. Your Reformer is not a medical organisation and its instructors or staff cannot give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election while viewing the Your Reformer OnDemand videos. Nothing contained in this Website should be construed as any form of such medical advice or diagnosis.
By using the Website you represent that you understand that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. It is your responsibility to ensure that by participating in classes and activities from Your Reformer, you will not exceed your limits while performing such activity, and you will select the appropriate level of classes for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have. You understand that, from time to time instructors may suggest physical adjustments or the use of equipment and it is your sole responsibility to determine if any such suggested adjustment or equipment is appropriate for your level of ability and physical and mental condition. You expressly waive and release any claim that you may have at any time for injury of any kind against Your Reformer, or any person or entity involved with Your Reformer, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
When participating in Your Reformer OnDemand Classes ensure you always:
- Check that you have sufficient space to practice
- Check there are no trip/slip hazards
- Check there are no objects you may fall on or come in contact with
- Check there are no sharp objects or hot surfaces near by
- Ensure you have sufficient lighting
- Ensure your camera/screen and other electrical appliances, including cables, are on a levelled surface and not in your training space causing a trip hazard
- Ensure the room has sufficient ventilation
- Ensure you have water to keep hydrated
- Remember to seek medical advice before training if you have any existing injuries or other medical conditions
- Remember that children require adult supervision whilst practicing
- Ensure all household members are aware of the training and avoid entering the space
The YR Original Beds and Studio Bed can support users up to 120kgs and 160kgs respectively.
The minimum age requirement is 18 years old.
Limitation on Liability
In no event shall Your Reformer, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (I) errors, mistakes, or inaccuracies of content, (II) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Website, (III) any unauthorised access to or use of Your Reformer secure servers and/or any and all personal information and/or financial information stored therein, (IV) any interruption or cessation of transmission to or from the Website, (V) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Website by any third party, and/or (VI) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the website, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Your Reformer OnDemand App is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
3. Your Reformer Community Guidelines and User Content Moderation Policy
Please read this Community Guidelines and User Content Moderation Policy (“Policy”) carefully to understand our policies and practices regarding acceptable User Content and Member behaviour in the Your Reformer Service. This Policy describes: (a) Your Reformer’s community guidelines for engaging with Your Reformer, our instructors, and other Members across the Your Reformer Service through any activity available for Members in the Your Reformer Service, including submitting User Content (“Community Guidelines”); and (b) Your Reformer’s method for enforcing these Community Guidelines. This Policy applies to anyone using the Your Reformer Service. This Policy may change from time to time, so please check the Policy periodically for updates. Capitalized terms not defined herein have the meaning given to them in the Terms of Service, which is incorporated into this Policy by this reference.
Your Reformer uses technology and design to connect the world through fitness, empowering people to be the best version of themselves anywhere, anytime.
We are committed to creating a safe, supportive and uplifting community for Your Reformer and our Members to connect with each other and share their fitness journeys.
As part of the Your Reformer community, and in addition to Section 10 of the Terms of Service, you are expected to follow the Community Guidelines set forth below and help us maintain a respectful environment across the Your Reformer Service. Failure to follow these Community Guidelines may result in the loss of certain privileges on the Your Reformer Service or at Your Reformer -sponsored events, and/or may result in suspension or termination of your Your Reformer account.
Hate, Offensive, and Obscene Speech
Healthy debates are allowed on the Your Reformer Service, but we ask that you be courteous, kind, and respectful at all times when interacting with others on the Your Reformer Service.
Hateful, offensive, or obscene speech is strictly forbidden on the Your Reformer Service. This includes any leader board names, locations, profile pictures, Tags or any other User Content that promotes, relates to, or condones lack of respect, discrimination, or violence of any kind against individuals or groups based on age, ethnicity/culture, race, nationality, immigration status, disability status, physical ability, gender or gender identity/expression, sexual orientation, religion, veteran status, body shape, socio-economic status, or political affiliation.
Obscene speech includes vulgarity and sexually explicit images and/or phrases.
Offensive speech also includes speech that misleads or interferes with civic processes and/or otherwise devalues civic integrity.
Bullying, Harassment, and Other Offensive Behaviour
Bullying, harassment, and any kind of offensive behaviour is not allowed on the Your Reformer Service.
Your Reformer considers behaviour to be bullying, harassing, or offensive if it is behaviour that intends to negatively interfere with another Member’s experience on the Your Reformer Service.
Your Reformer will also not tolerate abusive behaviour from prospective customers or Members toward Your Reformer personnel, such as insistent customer service requests that a Member has been told is impracticable, excessive contact intended to intimidate or harass, and/or other inappropriate communication.
Promotions, Solicitations or Spam
The Your Reformer Service may only be used for your own personal, non-commercial purposes. The offer for the sale of products, content, and/or services on the Your Reformer Service is strictly prohibited.
Other than with respect to sales or fundraisers posted directly by Your Reformer. Your Reformer does not sponsor or endorse any charitable or other fundraising efforts, and participation in any such efforts is at each Member's discretion and risk.
Sharing and accessing User Content on the Your Reformer Service requires mutual trust. Authentic, expressive discussions make interacting in these platforms great, but may also be sensitive and private. User Content shared in the Your Reformer Service should not be shared outside of the Your Reformer Service.
Your Privacy: When interacting with other Members, you should exercise caution and common sense to protect your privacy, just as you would when interacting with other people you don’t know.
You have control over what you share on the Your Reformer Service, how you allow others to interact with your Member profile on the Your Reformer Service (such as allowing other Members to follow your activity, the display of the run/walk route map on iOS devices, etc) and you can always choose the settings that suit your preferences by updating your privacy settings.
Your correspondence or dealings with any third party in or through the Your Reformer Service, and any decision to move your correspondence outside of the Your Reformer Service, is solely between you and such third party. Your Reformer is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings.
Intellectual Property & Right of Publicity
The name Your Reformer and “YR” logo are registered trademarks of Your Reformer. Photos, videos and other images posted by Your Reformer on the Your Reformer Service are copyrighted assets of Your Reformer or its third-party licensors. These marks and assets cannot be used by anyone except for Your Reformer. Please review the Intellectual Property Policy for more information on our intellectual property rules and guidelines.
You may not post User Content that uses, impersonates or exploits the name, image, likeness, biographical information or any other identifying characteristics of any individuals, groups, or organizations, whether associated with Your Reformer or not, in a manner that is misleading or confusing as to the identity or origin of such User Content.
User Content Moderation and Enforcement of Community Guidelines
If Your Reformer in its sole discretion determines that User Content violates this Policy, we will remove or modify the User Content, with or without notice to the Member.
If Your Reformer in its sole discretion determines that a Member’s behaviour violates this Policy, Your Reformer may provide notice to the Member and may take any other technological measure available to stop the behaviour.
If Your Reformer in its sole discretion determines that a Member repeatedly or egregiously violates this Policy, Your Reformer may limit or remove such Member’s access to parts of the Your Reformer Service, and in some cases, Your Reformer may temporarily suspend or permanently terminate a Member’s Your Reformer account, with or without further notice.
Report a Violation: If you believe any User Content or Member behaviour is in violation of this Policy and wish to report it to Your Reformer, you may voluntarily submit the violation by email to email@example.com
Appeal a Violation: If you believe that Your Reformer deemed your behaviour or User Content on the Your Reformer Service a violation of this Policy in error, you may voluntarily submit an appeal by email to firstname.lastname@example.org
Please do not expect a personal response from Your Reformer after making the applicable form submission described above. Your Reformer in its sole discretion will determine whether a violation has occurred and whether a violation is upheld or reversed.
4. Purchase Terms and Conditions
Supplier's General Conditions for Supply of Goods
1. DEFINITIONS AND INTERPRETATION
In these General Conditions and the Contract the following terms have the meanings set out below:
Authorisation includes any consent, authorisation, registration, filing, lodgement, agreement, notarisation, certificate, permission, licence, approval, authority or exemption prescribed by applicable Law or required by any Government Agency.
Business Day means a day on which banks are open for business in Tasmania.
Claim means any claim, cause of action, notice, demand, action, proceeding, litigation, investigation, judgement, however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), statute or otherwise and whether involving a third party or a Party to this Deed.
Contract is defined in Clause 2.1.
Contract Price is defined in Clause 8.1.
Corporations Act means the Corporations Act 2001 (Cth).
Debitsuccess Contract means the terms and conditions, including the application form, between Debitsuccess Pty Limited and the Purchaser relating to payment arrangements for the Goods.
Execution Date means the date specified as such in the Key Terms or in the absence of such the date on which the Contract has been signed by each of the Parties.
General Conditions means these Supplier's General Conditions for Supply of Goods.
Goods mean the goods, materials, supplies, equipment or other items being purchased by the Purchaser including any identified in the Key Terms.
Government Agency means any government or governmental, semi‑governmental, administrative, municipal, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any state, country or other jurisdiction, including any stock exchange and other self-regulatory organisation established under Law.
Insolvent means the happening of any of the following events:
- committing an act of bankruptcy; or
- a Party is, or states that it is, unable to pay all of its debts as and when they become due and payable, or it has failed to comply with a statutory demand as provided in section 459F(1) of the Corporations Act; or
- an order is made for the winding up or dissolution, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution, (other than for the purposes of reconstruction or amalgamation the terms of which have previously been approved in writing by Purchaser), and the order is not set aside or the resolution is not withdrawn (as applicable) within 30 days; or
- an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 14 days; or
- a controller (as defined in the Corporations Act) is appointed in respect of any property of the Party; or
- the Party is deregistered under the Corporations Act; or
- a distress, attachment or execution is levied or becomes enforceable against any property of the Party; or
- the Party enters into, or takes any action to enter into, an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them (other than for the purposes of reconstruction or amalgamation the terms of which have previously been approved in writing by the other Party); or
- the Party disposes of the whole or any part of the Party's assets, operations or business other than in the ordinary course of business; or
- the Party ceases, or threatens to cease, carrying on its business; or
- anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.
Key Terms means the key terms set out as the beginning of the Contract.
- the applicable law in the State of Tasmania in the Commonwealth of Australia;
- any law or legal requirement, including at common law, in equity, under any statute, rule, regulation, proclamation, order in council, ordinance, by-law, interim development order, planning scheme or environmental planning scheme whether commonwealth, state, territorial or local;
- any condition of an Authorisation;
- any decision, rule, ruling, binding order, interpretative decision, directive, guideline, request or requirement of any Government Agency; and
- any applicable standards published by the Standard Association of Australia or, if there are no such standards, then relevant international standards.
Liabilities means liabilities, losses, damages, costs and expenses of any kind and however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), statute or otherwise including where arising under any Claim.
Notice is defined in Clause 16.1.
Party means a party to the Contract.
Payment Terms has the meaning specified or reference in the Key Terms or if not identified in the Key Terms as advised by the Supplier to the Purchaser in writing.
Personnel means in relation to the Supplier, any of its employees, Sub‑contractors (including Sub‑contractors' Personnel), agents and representatives involved either directly or indirectly in the performance of the Supply.
Purchaser Group means Purchaser and any Related Body Corporate of Purchaser.
Related Body Corporate has meaning given in the Corporations Act 2001 (Cth).
Security Interest means an interest in personal property provided for by a transaction that, in substance, secures payment of money or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property), and also includes a transaction which the PPSA treats as a security interest whether or not the transaction concerned, in substance, secures payment or performance of an obligation.
Specifications mean the specifications for the Supply and any variation of those specifications made in accordance with the Contract as provided in the Key Terms or if not so identified as otherwise advised by the Supplier.
Special Conditions means the special conditions identified in the Key Terms or if not identified in the Key Terms such conditions as advised by the Supplier to the Purchaser in writing as being Special Conditions.
Sub‑contractor means any person engaged by the Supplier to perform all or any part of the Supply on behalf of the Supplier.
Supply means the supply of Goods in accordance with the Contract.
Tax or Taxes means, unless the contrary intention is expressed, any and all taxes, including, without limitation, GST and other indirect transaction taxes, excise, stamp, documentary, customs, import/export, payroll, personal, property, real property, interest equalisation, business, occupation, turnover, income, corporation, capital, profits, gains, gross receipts, or other taxes, fees, withholdings, imposts, levies, duties or other charges of any nature whatsoever or whensoever, together with any penalties, fines or interest thereon or similar additions thereto, imposed, levied or assessed by any Government Agency or otherwise payable.
Tax Invoice means an invoice or other document, including without limit a credit note or debit note, in a form that is valid under the applicable law of the jurisdiction in which a liability to pay GST is imposed, claimed, levied or assessed, which must be held by a person for that person to be able to claim input tax credits.
Term is defined in Clause 4.1.
Unless expressed to the contrary, in the Contract:
- words in the singular include the plural and vice versa;
- any gender includes the other genders;
- if a word or phrase is defined, its other grammatical forms have corresponding meanings;'includes' means includes without limitation;
- a right includes a benefit, remedy, discretion or power;
- time is to local time in Melbourne, Victoria;
- '$' or 'dollars' is a reference to the Currency referred to in the Key Terms (or Australian dollars if not referenced in the Key Terms);
- this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the Parties;
- writing includes:
- any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions; and
- words created or stored in any electronic medium and retrievable in perceivable form;
this or any other document includes all schedules and annexures to it; and
- a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of the Contract;
- if the date on or by which any act must be done under the Contract is not a Business Day, the act must be done on or by the next Business Day;
- if any act is done after 5pm on the specified day, it is taken to have been done on the following Business Day;
- an obligation to use reasonable endeavours does not require a Party to incur a substantial commercial detriment or payment obligation;
- any agreement, representation, warranty or indemnity by two or more Parties (including where two or more persons are included in the same defined term) binds them jointly and severally; and
- any agreement, representation, warranty or indemnity in favour of two or more Parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally..
2. EVIDENCE OF CONTRACT AND PRECEDENCE OF DOCUMENTS
The Contract consists of the following documents:
- the Key Terms (if any);
- the General Conditions;
- the Special Conditions (if any); and
- any other document which is attached to, or incorporated by reference in, the Contract (provided that documents incorporated by reference have been provided or made available to, and accepted by, the Supplier).
- Precedence of Contract documents
If there is any conflict or inconsistency between the documents constituting the Contract, unless otherwise provided, the documents will rank in order of precedence in accordance with the order in which they are listed in Clause 2.1.
- Entire agreement
- The Contract contains the entire agreement between Purchaser and the Supplier with respect to its subject matter and supersedes all prior communications and negotiations between Purchaser and the Supplier in this regard.
- No terms or conditions submitted by either Party that are in addition to, different from or inconsistent with those contained in the Contract shall be binding upon either Party unless specifically and expressly agreed to in a writing signed by duly authorised representatives of both Parties.
- Amendment to be in writing
No amendment or variation of the Contract is valid or binding on a Party unless made in writing and signed by the Supplier and Purchaser.
3. SUPPLY OF GOODS
The Supplier must provide the Supply in accordance with the terms of the and in consideration of the payment of the Contract Price by Purchaser.
- Contract term
The Contract will commence on the Execution Date, and will remain in force, unless terminated earlier in accordance with the Contract, until the completion by the Supplier and the Purchaser of all of their obligations under the Contract (Term).
5. TITLE AND RISK
The Goods are at the risk of the Purchaser from delivery at the Delivery Location.
- Ownership of Goods
Ownership of the Goods will not pass to the Purchaser until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Supplier from the Purchaser on any account.
- Before transfer of ownership
Until ownership of the Goods has passed to the Purchaser, the Purchaser will:
(a) have no right or claim to any interest in the Goods to secure any liquidated or unliquidated debt or obligation the Supplier owes to the Purchaser;
(b) not be able to claim any lien over the Goods;
(c) hold the Goods on a fiduciary basis as the Supplier's bailee and owes the Supplier the duties and liabilities of a bailee;
(d) store the Goods (at no cost to the Supplier) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Supplier's property;
(e) the Purchaser will not deliver them or any document of title to the Goods to any person except as directed by the Supplier;
(f) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(g) maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Purchaser will produce the policy of insurance to the Supplier.
- Reselling of Goods
The Purchaser may not resell the Goods before ownership has passed to it.
- Use of Goods
The Purchaser must not use the Goods for any purpose other than the intended use of the Goods.
- Right to Possession
The Purchaser's right to possession of the Goods will terminate immediately if:
(a) the Purchaser fails to make payment of any amounts due to the Supplier in respect of the Goods;
(b) the Purchaser becomes Insolvent or unable to pay its debts; commits an act of bankruptcy or is made bankrupt; assigns assets for the benefit of creditors generally; makes a composition or other arrangement with creditors; convenes a meeting of creditors (whether formal or informal); being a company, goes into liquidation, administration or receivership; any proceedings are commenced relating to the Insolvency or possible Insolvency of the Purchaser; ceases to trade; or if anything analogous to the foregoing occurs in relation to the Purchaser;
(c) the Purchaser fails to comply with any of its obligations under the Contract or other agreement between the Supplier and the Purchaser; or
(d) the Purchaser encumbers or in any way charges any of the Goods before title has passed to the Purchaser.
- Recovery of Payment
The Supplier will be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
- Irrevocable Licence
The Purchaser grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser's right to possession has terminated, to recover them
- Date of Delivery
Any dates specified by the Supplier for delivery of the Goods are intended to be an estimate and time for delivery will not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
- Liability for Failure to Deliver
Subject to the other provisions of these conditions the Supplier will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Supplier's negligence), nor will any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 120 days and in that event, termination will be the sole remedy of the Purchaser.
- Failure to Accept Delivery
If for any reason the Purchaser fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods to the Delivery Location on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations:
- risk in the Goods will pass to the Purchaser (including for loss or damage caused by the Supplier's negligence);
- the Goods will be deemed to have been delivered; and
- the Supplier may store the Goods, and the Purchaser will be liable for all related costs and expenses (including, without limitation, storage and insurance).
- Equipment and Labour
The Purchaser will provide at the Delivery Location and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
- Quantity of Goods
The quantity of any consignment of Goods as recorded by the Supplier on despatch from the Supplier's place of business will be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
- Replacement of Goods
Any liability of the Supplier for non-delivery of Goods to the Delivery Location will be limited to replacing the Goods within a reasonable time or refunding any money paid for such Goods at the Supplier's option.
8. CONTRACT PRICE
- Contract Price
The Contract Price means the amount payable by the Purchaser to the Supplier in relation to the Supply as set out in the Key Terms, or as otherwise notified by the Supplier to the Purchaser in writing, but exclusive of any GST which the Purchaser must pay in addition, as applicable under relevant laws, when it is due to pay for the Goods.
- Exclusive of GST
Unless otherwise expressly stated, prices or other sums payable or consideration to be provided under or in accordance with this Contract are exclusive of GST.
- Payment of GST
If a party makes a taxable supply under or in connection with this Contract, the other party must pay to the supplier at the same time, and in addition to the GST-exclusive consideration, an amount equal to the GST payable on that supply.
- Tax Invoice
The supplier must, as a precondition to the payment of GST, give the other party a tax invoice by the end of the month in which the supply is made.
If an adjustment event arises in connection with a supply made under this Contract, the supplier must give the other party an adjustment note in accordance with the GST law.
If this Contract requires one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount on input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense.
In this clause:
words and expressions which have a defined meaning in the GST law have the same meaning as in the GST law;
“GST law” has the meaning given to that term in the A New Tax System (Goods and Services Tax Act 1999 or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
This Clause 9 will continue to apply after expiration or termination of this Contract.
10. PAYMENTS TO SUPPLIER
- Method of payment
Unless otherwise provided in the Contract, all payments required to be made to the Supplier by Purchaser pursuant to the Contract in relation to the performance of the Supply must be made in Australian dollars by electronic funds transfer into the Supplier's nominated bank account.
The Supplier must render a valid Tax Invoice to the Purchaser.
Unless otherwise provided for in these Terms, all amounts payable by the Customer to the Company are payable in accordance with the Payment Terms and if no payment terms are provided, all amounts payable to the Company are payable within 7 days of any invoice provided by the Company or its agent.
- Payment of Tax Invoices
- The Purchaser will make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Purchaser. A counterclaim by the Purchaser in any court proceedings issued by the Supplier will, to the maximum extent permitted by law, not serve to delay or defer the Supplier’s right to receive payment.
- If the Purchaser fails to pay the Supplier any sum due pursuant to the Contract, the Purchaser will be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 2% above the Commonwealth Bank Corporate Overdraft Reference Rate. from time to time, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under any law providing for interest on late payment.
11. SPECIFICATION OF GOODS
- Description and Specification
The Specifications, quantity, description, particulars of weights, dimensions and product ingredients of the Goods are approximate only and any deviation from any of these things does not vitiate any contract with the Supplier or form grounds for any claim against the Supplier. All samples, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract and no sale by the Supplier is a sale by sample.
12. Personal Property Securities Act 2009
In this condition: PPS Act means the Personal Property Securities Act 2009 (Cth); PPS Property means any property over which a Security Interest can be legally granted under the PPS Act; PPSR means the Personal Property Securities Register established under section 147 of the PPS Act; Security Interest has the meaning given to that term under the PPS Act; ‘accession’, ‘account’, ‘amendment demand’, ‘control’, ‘financing change statement’, ‘financing statement’, ‘perfected’, ‘proceeds’, ‘purchase money security interest’, ‘registration event’ and ‘verification statement’ have the meanings given to them under the PPS Act.
- PPSA Provisions
- The Purchaser agrees to grant the Company a Security Interest in the Goods to secure the Supplier's rights against the Purchaser under the Contract.
The Purchaser acknowledges and agrees that any Security Interest created by this Contract, or any transaction contemplated by it, extends to, and acts as a Security Interest in respect of, any proceeds (including any account) derived from, or from a dealing with, the Goods and accession to the Goods.
- The Purchaser agrees to do anything which the Supplier may require from time to time to:
enable the Supplier to register fully valid and effective financing statements or financing change statements with respect to any Security Interest over PPS Property created by these terms and conditions or any transaction contemplated by them; and
ensure that any Security Interest which is purported to be reserved or created by these terms and conditions, or any transaction contemplated by them, is:
- a first ranking perfected Security Interest over all PPS Property;
- perfected by control to the extent possible under the PPS Act; and
- if applicable, recorded as a purchase money security interest on the PPSR.
- The Purchaser agrees:
- to not, without first providing at least 14 days written notice to the Supplier, change its name, ACN, ABN, address, email address, facsimile number or any other details that have been, or are required to be, recorded on the PPSR in connection with any Security Interest created by these terms and conditions or any transaction contemplated by them;
- to pay all costs in connection with the registration, discharge or amendment of any financing statement or financing change statement; and
to not, without the prior written consent of the Supplier, lodge or serve a financing change statement or an amendment demand in relation to any Security Interest created by these terms and conditions or any transaction contemplated by them.
- The Purchaser irrevocably waives the right to receive from the Supplier any verification statement or notice in relation to a registration event in accordance with section 157(3)(b) of the PPS Act.
- The Purchaser and the Supplier agree that:
- to the extent that section 115(1) of the PPS Act allows them to be excluded, sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 138B(4), 142 and 143; and
- to the extent that section 115(7) of the PPS Act allows them to be excluded, sections 127, 129(2), 129(3), 132, 134(2), 135, 136(5) and 137,
do not apply to any enforcement by the Supplier of any Security Interest in the PPS Property.
On termination of the Contract, howsoever caused, the Supplier's (but not the Purchaser's) rights contained in this condition 7 will remain in effect.
13. ACCURACY OF INFORMATION
- Information provided by Purchaser
Purchaser must ensure the accuracy of any information provided to the Supplier or its Personnel.
14. LIMITATION OF LIABILITY
- Financial Liability
The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Purchaser in respect of:-
- any breach of these conditions;
- any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
- any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- Limited Liability
The Supplier acknowledges that:
(a) under applicable laws (including without limitation, the Competition and Consumer Act 2010 (Cth)), certain statutory expressed and implied guarantees and warranties may be implied into these terms that may not be excluded; and
(b) nothing in these conditions excludes or limits the liability of the Supplier to the extent that it would be illegal, or not permissible under law, for the Supplier to exclude or attempt to exclude its liability.
- Total Liability
Subject to clauses 14.2 and 14.3:
- the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract will be limited to the value of the Goods in respect of which liability is being claimed or resupply of the relevant Goods at - the Supplier's option; and
the Supplier will not be liable to the Purchaser for any loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation or loss whatsoever and howsoever caused which arise out of or in connection with the Contract.
The Purchaser shall be responsible for and shall save, indemnify, defend and hold harmless the Supplier from and against any claims and losses in respect of:
- loss or damage to any property, whether owned by the Purchaser, the Supplier or a third party; and
- personal injury or death of any person,
arising from or in connection with the use of the Goods.
- Right of Termination for Purchaser’s Acts or Omissions
The Supplier is entitled to terminate the Contract with immediate effect by giving written notice to the Purchaser if:
- the Purchaser fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment; or
- the Purchaser commits a material breach of its obligations under these terms and conditions and (if such breach is remediable) fails to remedy that breach within a period of 10 days after receipt of notice in writing requiring it to do so; or
- the Purchaser commits a series of persistent minor breaches which when taken together amount to a material breach; or
the Purchaser suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent or unable to pay its debts as they fall due for payment or admits inability to pay its debts.
- it so desires for convenience and without cause or liability upon providing 30 days written notice to the Purchaser.
- Further Right of Termination
The Supplier has quoted the price for the Goods on the basis that the materials or component products incorporated into the Goods can be acquired from third party suppliers at an estimated price at a certain date (market price). The Purchaser acknowledges and accepts that the Supplier in its absolute discretion may by written notice terminate the Contract and all rights and obligations of the parties shall be at an end where an unforeseen event including, without limitation, acts of God, government actions, strikes or natural catastrophe means that the Supplier can no longer provide the Goods or it is not commercially viable for the Supplier to provide the Goods.
- Effect of termination
Termination of these terms and conditions shall not prejudice any of the parties' rights and remedies which have accrued as at termination.
- Form of Notice
Any notice, demand, consent or other communication (Notice) given or made pursuant to the Contract must be in writing and be personally served, sent by post or sent by email to the Party to whom the Notice is addressed at its address shown in the Contract or such other address as that Party may have notified to the other Party.
- Notices deemed given
A Notice will be taken to be duly given:
- in the case of personal delivery, when delivered; or
- in the case of delivery by post, 3 Business days after the date of posting (if posted to an address - in the same country) or 7 Business days after the date of posting (if posted to an address in another country); or
- in the case of email, when the message is successfully transmitted and an acknowledgement of receipt from the receiver's computer is recorded on the sender's computer, provided that the Notice must be included as an attachment to the e‑mail (not simply contained in the e‑mail text),
but if the result is that a Notice would be taken to be given or made on a day that is not a Business day or the Notice is sent or is later than 4.00pm (local time) it will be taken to have been duly given or made at the commencement of business on the next Business day.
- Each Party to bear its own costs
Each Party must bear its own costs arising out of the negotiation, preparation and execution of the Contract.
18. STATUS OF SUPPLIER
- Independent contractor
At all times during the Term, and in the provision of the Supply, the Supplier is an independent contractor and will not act as, or be or be regarded as, an agent or employee of Purchaser.
A failure to exercise, or any delay in exercising any right, power or remedy by a Party does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.
20. FURTHER ASSURANCES
Each Party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of the Contract and the transactions contemplated by it.
Any provision of the Contract whichs prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. This does not invalidate the remaining provisions of the Contract nor does it affect the validity or enforceability of that provision in any other jurisdiction.
22. GOVERNING LAW
The Contract is governed by the laws of the laws of Victoria in the Commonwealth of Australia.
5. Account Registration
Account Registration. You can register by successfully completing a Your Reformer purchase, or by creating an account on the Your Reformer Site, a Your Reformer App, or a Your Reformer Product, as