Terms & Conditions

UPCYCLE IT PTY LTD (ABN: 58695555170)

1. GENERAL

1.1 These terms and conditions together with Customer’s Order constitute the entire agreement between Upcycle IT Pty Ltd (ACN 695555170) and its successors, transferees or related companies (Supplier) and Customer for the supply of Works. No other terms and conditions will apply unless stipulated in writing by Supplier. This Agreement cannot be varied unless Supplier and Customer agree to vary it in writing.

1.2 By placing an Order, or using the Services or the Website, Customer indicates and acknowledges its assent, acceptance and agreement to have understood, and be bound by, this Agreement.

1.3 In these terms and conditions:

  • 1.3.1 Agreement means these terms and conditions together with Customer’s Order.

  • 1.3.2 Australian Consumer Law means the law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any corresponding provisions of state or territory fair trading legislation or the Australian Securities and Investments Commission Act 2001 (Cth).

  • 1.3.3 Customer means any person who purchases Products and/or Services from Supplier.

  • 1.3.4 Force Majeure means:

    (a) war, hostilities, blockade, insurrection, invasion, act of foreign enemies;

    (b) rebellion, terrorism, sabotage, strikes, revolution, insurrection, military or usurped power, or civil disturbance; and

    (c) breakdown of machinery, flood, bushfire, washout, earthquake, landslide, cyclone, hurricane, epidemic or pandemic (including pandemic of a disease), typhoon, tidal wave or volcanic activity

or any other cause whether similar or dissimilar to any of the clauses or categories described above and which is beyond the reasonable control of the party experiencing the event.

  • 1.3.5 Insolvency Event means any circumstance in which Customer is unable to pay any amounts that have become due and payable and includes without limitation, liquidation, official management, administration, compromise arrangements, mergers, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, schemes, compositions or arrangements with creditors, insolvency, bankruptcy, or a similar procedure, or changes to the constitution of any partnership or person, or death.

  • 1.3.6 Invoice means a tax invoice under section 29-70 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) issued by Supplier to Customer.

  • 1.3.7 Non Excludable Rights means rights under the Australian Consumer Law or other rights Customer may have in relation to the supply of the Products that cannot lawfully be excluded by Supplier.

  • 1.3.8 Order means an order placed by Customer in accordance with these terms and conditions.

  • 1.3.9 PPSA means Personal Properties Securities Act 2009 (Cth).

  • 1.3.10 Product means any product (including any equipment) sold and supplied by Supplier to Customer.

  • 1.3.11 Supplier Services means the services provided by Supplier as set out on the Website or otherwise agreed in writing between Supplier and Customer from time to time.

  • 1.3.12 Services means the Supplier Services provided or to be provided by Supplier under the Agreement.

  • 1.3.13 Website means Supplier’s website accessible at www.upcycleit.com.au as updated from time to time and includes each and any mobile application, website and social media account owned or controlled by Supplier with respect to the Products and Supplier Services.

  • 1.3.14 Work(s) means the supply of Products and/or Services under the Agreement.

2. ORDERS AND PRICING

2.1 By placing an Order, Customer makes an offer to Supplier to purchase the Products and/or Services selected by Customer on and subject to these terms and conditions. Supplier may choose to accept the offer at its discretion. If the Order is accepted, Supplier will notify its acceptance by issuing an Invoice to Customer or in any other matter it prescribes.

2.2 All sales of Products and Services are made at the price for that Product or Services shown on Supplier’s price list(s) at the time of Order unless otherwise stipulated by Supplier in writing. Unless expressly stated to the contrary in an Invoice, all prices do not include transportation, insurance, delivery, installation, or any other disbursements which will be separately quoted and charged.

2.3 Any prices or charges referred to in this Agreement and/or in any quotation are exclusive of Goods and Services Tax (GST) unless stated otherwise. The total price payable by Customer for Work is subject to GST.

2.4 All Orders, once accepted by Supplier, are final. No Order may be cancelled except with Supplier’s written consent and on terms which will indemnify Supplier against all losses. Customer acknowledges that the extent to which an Order can be modified or cancelled, if at all, will depend on the type of Work and the stage that the Order has reached in Supplier’s system.

2.5 Customer represents and warrants that, by submitting an Order to Supplier, it has the right and is duly authorised to submit an Order and to enter into this Agreement.

3. TERMS OF PAYMENT

3.1 Supplier shall render an Invoice after completion of Work or any stage of Work from time to time.

3.2 Payment is due in full at the date of issue of the Invoice unless any other arrangements have been made in writing.

3.3 Supplier reserves the right to set-off any amounts payable by Customer against any amounts payable by Customer.

3.4 If Customer does not pay any amount payable pursuant to this Agreement (including but not limited to pursuant to an Invoice) by the due date:

  • 3.4.1 interest will accrue on that amount at the penalty interest rate fixed by the Attorney-General under Section 2 of the Penalty Interest Rates Act 1983 (Vic), calculated from the time such amount falls due until it is received in full, without prejudice to all or any of Supplier’s other rights and remedies; and

  • 3.4.2 at Supplier’s request, Customer must pay Supplier the amount of any reasonable costs incurred by it in pursuing payment of the unpaid amount (such as the costs of debt collectors or solicitors incurred by Supplier).

3.5 If Customer defaults in payment of any Invoice when due, Customer shall indemnify Supplier from and against all loss and damage in respect of any recovery action including without limitation all solicitors’ fees (on an indemnity basis), commercial agents’ commission, out of pocket expenses, bank fees, freight, insurance (collectively referred to as fees) and interest.

3.6 If Customer defaults in payment of any Invoice when due, Supplier may, without prejudice to Supplier’s other rights, either suspend further deliveries, require payment in advance for all such deliveries or terminate this Agreement or any other agreement with Customer by written notice to Customer.

4. SUPPLIER SERVICES & CUSTOMER ACKNOWLEDGEMENTS

4.1 Supplier provides the Supplier Services.

4.2 Customer acknowledges that the Supplier Services may, from time to time, result in errors.

4.3 Customer agrees to provide adequate facilities, safe access and passage for Supplier (including its employees, officers, agents and contractors) in relation to any on-site testing, installation, or any other Supplier Services conducted on Customer’s premises or any other location nominated by Customer for the provision of the Services.

4.4 Customer shall be responsible for, and liable for any costs whatsoever associated with, there being insufficient safe access or adequate facilities for the conduct of the Services.

5. DELIVERY AND RISK

5.1 Supplier will endeavour to deliver the Work by the estimated delivery date but it does not accept any liability for failure to deliver for reasons beyond its control nor does it accept any liability for delays in delivery.

5.2 Risk in the Products shall pass to Customer upon delivery to Customer.

5.3 Supplier must deliver the Product to the delivery address specified in the relevant Order.

5.4 All quoted delivery dates for Works are estimates only and Supplier has no obligation to meet such dates. In the event that any delay in delivery is caused by circumstances beyond Supplier’s reasonable control, Supplier may suspend or delay delivery without consequence and without relieving Customer of its obligations.

5.5 If delivery can not be made to the location specified due to the nature of the premises, insufficient access or for any reason not attributable to Supplier, including Customer’s absence, Customer will be liable for any additional delivery charges and costs including redelivery.

5.6 If Customer is unable to accept delivery of Products within 1 week of the delivery date, Customer shall be liable to Supplier for storage and insurance costs.

6. ACCEPTANCE OF PRODUCTS AND RETURNS

6.1 Customer will be deemed to have accepted the Products free of defect or any non-conformity and as being in accordance with its Order unless it notifies Supplier at the time of delivery.

6.2 Subject to these terms and conditions and any express written warranty provided by Supplier, Supplier is not under any obligation to accept Products returned by Customer unless such Products are returned in original packaging and with all components and will do so only on terms to be agreed in writing in each individual case.

6.3 For Products which Supplier deems defective, any express written warranty provided by Supplier will apply unless otherwise agreed in writing.

6.4 Supplier will not accept the return of any Products (whether they are deemed defective or otherwise) if Customer has offered to sell the Products to consumers or the Products are returned in a damaged state.

6.5 If Supplier does not accept the reason for the return of the Products, Supplier will return the Products to Customer with an explanation for the non-acceptance and the Invoice for the Products will remain payable plus freight charges.

7. SAFETY AND USE

Customer agrees that:

7.1 Customer has received adequate information regarding the Products to ensure their safe use, handling, assembly, installation and storage, which may include Supplier’s user guides or manuals applicable to the Products;

7.2 all Products must be properly used in accordance with all applicable laws and instructions provided in any applicable user guides or manuals;

7.3 the purchase and/or use of all Products sold by Supplier places the responsibility of use on the user of the Products and Supplier accepts no responsibility for inappropriate use; and

7.4 all Products are used entirely at the user’s own risk and to the maximum extent permitted by law, Supplier accepts no liability for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from any party’s use (or misuse) of any of the Products.

8. PRODUCT WARRANTY

8.1 Unless otherwise agreed in writing, Supplier shall supply the Product in accordance with its own specifications and standards and using parts and manufacturing processes and techniques solely at its own discretion.

8.2 The Supplier provides a limited warranty on laptops based on the purchase price of the Product as follows:

  • 8.2.1 For laptops purchased at $100, no warranty is provided;

  • 8.2.2 For laptops purchased at $200, a three (3) month warranty is provided; and

  • 8.2.3 For laptops purchased at $300 or greater, a six (6) month warranty is provided.

Any such warranty shall commence upon delivery of the Product (Warranty Period). This is the only express warranty provided to Customer, such warranty which is limited by the provisions of clause and only applies to Products sold in Australia.

8.3 During the Warranty Period any Product which Supplier considers proves to be faulty will be repaired or replaced by Supplier at its option and at its expense.

8.4 The parties agree that when evaluating a claimed defect of the Product, due allowance shall be made for fair wear and tear of any parts supplied as part of the Product. Should the Customer or any other party attempt to carry out repairs, mal-operate the Product, or modify it in any way during the Warranty Period without Supplier’s express written permission, Supplier shall be relieved of its obligations under the warranty provisions of these terms and conditions.

8.5 In addition, the warranty provided under this clause does not cover work required to be done to repair a defect or damage which is caused by the Customer’s negligence, fault, neglect, abuse or incorrect use of the Product or caused by circumstances outside Supplier’s control (or the control of any manufacturer where Supplier does not manufacture the Product) including as a result of vandalism, fire, water damage, power surge or other act of God; provided further that all consumables, including batteries, are excluded from coverage under this warranty.

8.6 Work under the warranty provisions of this clause shall be carried out during normal working hours.

8.7 Full details of Supplier’s product warranty are located at the Website.

9. NOTIFICATION OF CLAIMS AND TIME BAR

9.1 Any claim for damage to Products must be notified in writing to Supplier within 5 days of delivery of the Products.

9.2 Any claim for loss or non-delivery of Products must be notified in writing to Supplier within 5 days of the date upon which the Products should have been delivered.

9.3 Supplier shall be discharged from all liability whatsoever in connection with the Services and/or the Products unless legal proceedings are served upon Supplier within 3 months from delivery of the Services (delivery in respect of Services means when the Services have been performed in accordance with the requirements of the Agreement) and Products.

10. TITLE AND PPSA

10.1 Ownership of the Products will remain with Supplier until all Invoices, interest and fees owing by Customer to Supplier on any account whatsoever (Amounts Owing) have been paid in full.

10.2 Until the Amounts Owing have been paid in full, Customer holds the Products as trustee for Supplier.

10.3 Until the Amounts Owing have been paid in full, Customer has the right to sell the Products, but only as trustee for Supplier (and Customer must not represent to any third parties that it is acting as Supplier’s agent) and Customer must hold the proceeds it receives from any such sale as trustee for Supplier.

10.4 If Customer fails to comply with any of terms and conditions of this Agreement then:

10.4.1 upon request, Customer must return all Products in its possession;

10.4.2 Supplier may enter Customer’s premises and seize possession of the Products; and

10.4.3 Supplier may retain, sell or otherwise dispose of those Products.

10.5 Customer hereby acknowledges that this Agreement constitutes a security agreement for the purposes of the PPSA which creates a security interest in favour of Supplier and in all Products including services previously supplied by Supplier to Customer and all after acquired Products including services supplied to Customer by Supplier to secure the payment by Customer to Supplier of all amounts owing by Customer to Supplier from time to time, including any future advances.

10.6 To better secure the payment by Customer to Supplier of all amounts owing by Customer to Supplier from time to time, Customer hereby grants to Supplier:

  • 10.6.1 a security interest (by virtue of this clause ) in all Products and services previously supplied by Supplier to Customer; and

  • 10.6.2 a Purchase Money Security Interest (PMSI).

10.7 Customer agrees to do anything that Supplier reasonably requires to ensure that Supplier has at all times a continuously perfected security interest over all of Customer’s present and after-acquired property.

10.8 Customer consents to Supplier effecting a registration on the PPSA register in relation to any security interest contemplated by these terms and conditions. Customer waives the right to receive notice of a verification statement in relation to any registration on the PPSA register.

10.9 Customer undertakes to:

  • 10.9.1 promptly sign any further documents and/or provide any further information which Supplier may reasonably require to register a financing statement in relation to a security interest or to register any other document required on the PPSA register;

  • 10.9.2 indemnify, and upon demand reimburse, Supplier for all expenses incurred in registering a financing statement on the PPSA register or releasing any Products charged thereby;

  • 10.9.3 not register a financing change statement in respect of a security interest without the prior written consent of Supplier;

  • 10.9.4 not permit to be registered, a financing statement in relation to the Products in favour of a third party; and

  • 10.9.5 immediately advise Supplier of any material change in its business practices which would result in a change in the nature of proceeds derived from such sales.

10.10 If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising in connection with these terms andconditions, Customer agrees the following provisions of the PPSA will not apply:

  • 10.10.1 section 95 (notice of removal of accession), to the extent that it requires Supplier to give notice to Customer;

  • 10.10.2 section 96 (when a person with an interest in the whole may retain an accession);

  • 10.10.3 section 117 (obligations secured by interests in personal property and land);

  • 10.10.4 section 118 (enforcing security interests in accordance with land law decisions);

  • 10.10.5 subsection 121(4) (enforcement of liquid assets – notice to grantor);

  • 10.10.6 section 125 (obligation to dispose of or retain collateral);

  • 10.10.7 section 130 (notice of disposal), to the extent that it requires Supplier to give notice to Customer;

  • 10.10.8 paragraph 132(3)(d) (contents of statement of account after disposal);

  • 10.10.9 subsection 132(4) (statement of account if no disposal);

  • 10.10.10 section 135 (notice of retention);

  • 10.10.11 section 142 (redemption of collateral); and

  • 10.10.12 section 143 (reinstatement of security agreement).

10.11 The following terms have the respective meanings given to them in the PPSA: account, proceeds, PMSI, register, registration, security interest, security agreement and verification statement.

11. EXCLUSIONS & LIMITATION OF LIABILITY

11.1 With the exception of Non Excludable Rights and any express written warranty provided by Supplier, and notwithstanding any other provision of these terms and conditions, the liability of Supplier to Customer, whether arising under or in connection with these terms and conditions or the performance or non-performance thereof or anything incidental thereto, and whether by way of indemnity, by statute (to the extent that it is possible to exclude such liability), in tort (for negligence or otherwise), or on any other basis in law or equity is hereby limited and excluded as follows:

  • 11.1.1 Supplier shall not have any liability whatsoever to Customer for any loss, claim, injury or damage (including but not limited to loss of revenue, loss of production, loss of product, loss of contract or loss of profit) of any kind howsoever arising in connection (indirectly or directly) with these terms and conditions, a Customer’s Order, the Supplier Services (including any errors in relation to any testing), and/or the Work; and

  • 11.1.2 the total aggregate liability of Supplier is at all times limited to the amount equal to the purchase price of the Works.

11.2 If any Non Excludable Terms apply, then to the extent to which Supplier is entitled to do so, its liability under those Non Excludable Terms will be limited at its option to:

  • 11.2.1 the replacement of the Products or the supply of equivalent products and Services; or

  • 11.2.2 the repair of the Products or Services; or

  • 11.2.3 the payment of the cost of replacing the Products, or of acquiring equivalent products or the Services; or

  • 11.2.4 the payment of the cost of having the Products repaired.

11.3 Subject to clauseand any express written warranty provided by Supplier, Supplier does not make any guarantee, condition or warranty as to materials, workmanship or performance of the Work.

11.4 Any advice, recommendation, information or representation provided by Supplier as to the quality or performance of the Products, the Services or their suitability for a particular use, purpose or otherwise in relation to the Products or Services is given in good faith but without any liability or responsibility on the part of Supplier. Customer acknowledges that it has not relied upon or been induced by any representation by Supplier.

12. INDEMNITY & RELEASE

12.1 Customer indemnifies and releases Supplier and its agents and assigns, regardless of any negligence on the part Supplier, on a full indemnity basis, from and against any costs, liability, damage, loss, expense or demand arising directly or indirectly from:

  • 12.1.1 a breach of this Agreement by Customer;

  • 12.1.2 any false, misleading or deceptive representation or statement made by Customer in respect of the Products or Services to any person; and

  • 12.1.3 any claims, or losses incurred, by third parties (including employees, associates, agents or contractors of Customer) in relation to the Work, including in relation to Supplier Services.

12.2 The indemnity and releases in this clause 12 shall survive and continue beyond expiration of this Agreement.

13. INTELLECTUAL PROPERTY

13.1 All trade mark, copyright, design right, registered or unregistered patent and other intellectual property or intellectual property rights in any design, specification, process, method of working, technology, guides, manuals, or other materials or information relating to the Products and Services shall vest for all time in Supplier.

13.2 Supplier retains all rights, title and interest subsisting in any design(s), documentation, diagrams or plans and other information and materials (Supplier Materials) supplied to the Customer with respect to the Product.

13.3 The Customer acknowledges that all intellectual property rights attached to the Products, any user guides, Supplier’s policies and procedures and Supplier’s Services are and will remain the sole property of Supplier.

14. FORCE MAJEURE

14.1 Supplier will not be in default in the performance of its obligations, or be liable to Customer for any failure or delay in the performance of its obligations, to the extent that such failure or delay is caused by an event of Force Majeure, provided that Supplier advises Customer of the circumstances constituting the Force Majeure.

14.2 In the event of a delay arising from an event of Force Majeure, the time of the performance of the obligation shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

14.3 If a Force Majeure event continues for 90 consecutive days, Customer or Supplier may terminate the Works by giving written notice to the other party, without incurring any liability to the other party by reason of such termination.

15. PRIVACY

15.1 The privacy and security of Customer is important to Supplier. Supplier’s Privacy Policy (as found on its Website) (the Privacy Policy) is incorporated into these terms and conditions. To the extent there is a conflict between the terms of the Privacy Policy and these terms and conditions, these terms and conditions govern.

15.2 The Privacy Policy describes the data that Supplier gathers about or from Customer and how it processes, uses and shares that data. By making an Order, Customer consents to all actions that Supplier may take with respect to Customer’s data consistent with the Privacy Policy.

15.3 Customer agrees for Supplier to obtain from a credit-reporting agency a credit report containing personal credit information about Customer in relation to any credit provided by Supplier.

15.4 Customer consents to Supplier being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988 (Cth)).

15.5 Supplier may give, information about Customer to a credit reporting agency for the following purposes:

  • 15.5.1 to obtain a consumer credit report about Customer; and/or

  • 15.5.2 allow the credit reporting agency to create or maintain a credit information file containing information about Customer.

16. CHANGE OF OWNERSHIP

Customer agrees to notify Supplier in writing of any changes of ownership of Customer within 7 days from the date of such change and indemnifies Supplier against any loss or damage incurred by it as a result of Customer’s failure to notify Supplier of any change.

17. TERMINATION

17.1 Supplier may terminate the Work at any time before the Work is provided by giving written notice to Customer.

17.2 Without prejudice to any other remedies Supplier may, if at any time:

  • 17.2.1 Customer is in breach of any obligation to Supplier (including those obligations relating to payment); or

  • 17.2.2 in Supplier’s opinion, Customer will be unable to meet its payments as they fall due; or

  • 17.2.3 an Insolvency Event occurs,

Supplier may suspend or terminate the performance of Works to Customer and of any other obligation of Supplier under these terms.

18. WEBSITE/ONLINE PLATFORMS

18.1 Supplier takes no responsibility nor bears any liability for any loss Customer may suffer or incur as a consequence of, or relating directly or indirectly to, any action or inaction you take based on the content of the Website.

18.2 Whilst Supplier endeavours to keep all information on the Website up to date, it does not guarantee the accuracy of the information on the Website. The contents on the Website are an outline only of information in relation to the Services and is not intended to provide a comprehensive view or instructions.

18.3 Supplier will not be responsible for any software virus, error, defects or omissions on the Website. It is Customer’s responsibility to protect its own data.

19. THIRD PARTY SERVICES

19.1 Supplier may in its sole and absolute discretion engage and utilise third party services, in the course of, or in connection with the provision of the Services to Customer (Third Party Service).

19.2 Customer acknowledges and agrees that a Third Party Service may be subject to its own terms and conditions (Third Party Terms) and Supplier is not responsible, or in any way liable, for a Third Party Service in any respect and Customer is solely responsible for accessing, assessing, accepting and complying with those Third Party Terms.

19.3 Without prejudice to clause , Customer shall indemnify, and keep indemnified, Supplier with respect to all Loss, costs, expense, damage and liabilities incurred by Supplier arising as a result of Customer’s use of any Third Party Service in connection with the Services.

20. CUSTOMER WARRANTIES

In addition to any other warranties or representations provided by Customer under this Agreement or otherwise at law, Customer represents and warrants to Supplier that:

20.1 capacity and power: it has full legal capacity and corporate authority or statutory power (as the case may be) to execute and properly perform its obligations arising under this Agreement;

20.2 authority: it has taken all corporate and other action necessary to authorise the acceptance and proper performance of its obligations arising under this Agreement; and

20.3 binding obligations: this Agreement constitute valid and binding legal obligations upon it, which are enforceable in accordance with the terms and conditions of this Agreement.

21. **GENERAL **

21.1 These terms and conditions are governed by and construed in accordance with the laws of the state of Victoria, Australia.

21.2 Should any part of these terms and conditions be held to be void or unlawful, such part is to be read and enforced as if the void or unlawful part had been deleted.

21.3 Supplier may update these terms and conditions by notification to Customer.

21.4 If no method of notice or communication is stipulated under this Agreement then notices or communications must be made by email or by certified or registered mail with postage prepaid, by hand delivery, or such other address or person as a party may specify by notice in writing to the other. All such notices or communications shall be deemed to have been duly given or made:

  • 21.4.1 if sent by email, when sent to the addressee; or

  • 21.4.2 when delivered by hand; and

  • 21.4.3 in the normal course of post, after being deposited in the mail with postage prepaid.

21.5 No Order between Supplier and Customer may be assigned by Customer without Supplier’s written consent, which may be given or withheld in Supplier’s absolute discretion.

21.6 The terms and conditions of this Agreement and all communications between Supplier and Customer relating to the subject matter of this Agreement are and shall remain confidential.

Current version effective 2026/04/15