Terms & Conditions.
THE DOWNTIME AGENDA – TERMS AND CONDITIONS
Welcome to the Downtime Agenda – dedicated to the things you do when you’re not doing things.
The Downtime Agenda website is found at http://thedowntimeagenda.com/, whether accessed through a mobile device, mobile application or computer, it is referred to as the “Site”.
2.1 These Terms may be varied, replaced or removed at the discretion of The Downtime Agenda without further notice to you.
2.2 It is your obligation to ensure that you have read, understood and agree to the most recent version of the Terms available on the Site. You agree and acknowledge that your continued use of the Site will amount to renewed acceptance of these Terms as varied, replaced or removed and agree to be bound by them on each occasion that you access the Site.
4.1 The Downtime Agenda is not liable to you for any breach of confidentiality resulting from disclosure of your Confidential Information that is not within the reasonable control of The Downtime Agenda (including any breach to The Downtime Agenda’s data security arising from any unauthorised third party access, intrusion or corruption of any kind to the Site).
4.2 You agree that any communications between you and The Downtime Agenda constitute Confidential Information and that you will not disclose such communications to any third party without the prior consent in writing of us.
- Intellectual Property
5.1 Title to, and all Intellectual Property Rights in the Site, the underlying software and code of the Site and any documentation relating to the Site, including all content, trademarks, trade names and service marks, remain at all times the property of The Downtime Agenda.
5.2 As a user of the Site, you are not licensed or authorised to use, reproduce or copy any of the intellectual property or information and content comprised in the Site, without the prior consent in writing of The Downtime Agenda.
5.3 All intellectual property rights in the Journal are owned by The Downtime Agenda, or an affiliated third party who has consented or licenced the use of the content comprised in the Journal to The Downtime Agenda. You are not permitted, licenced or authorised to use, reproduce or copy any of the content or information comprised in the Journal without the prior consent in writing of The Downtime Agenda.
- Acceptable User Conduct Policy
6.1 You agree that you will not:
- use the Site except in your personal capacity;
- use the Site for any purpose that is improper, unlawful, or to post, share or transmit any material that:
- is defamatory, offensive, obscene or otherwise objectionable;
- is in breach of confidentiality or privacy or of any third party’s Intellectual Property Rights;
iii. is posted, shared or transmitted for the purpose of advertising or promoting goods or services (either your own goods or services or the goods or services of any third party) without the prior consent of The Downtime Agenda; or
- is misleading or misrepresentative as to your identity or which in any way suggests that you represent, are sponsored by, affiliated or connected with The Downtime Agenda;
- use the Site except for legitimate private use or in any manner which may cause damage or cause any claim to be made against The Downtime Agenda;
- copy, distribute and/or communicate the Site in any way that would infringe on The Downtime Agenda’s Intellectual Property Rights;
- attempt to access any Confidential Information of third parties or tamper with or circumvent any security procedures embedded in the Site in any way;
- attempt to upload any malicious software to the Site, to any other user of the Site, or to any third party that hosts any element of the Site, or provides any part of the Site, including Trojan Horses, time bombs, worms, denial of service attacks, viruses, altered code, licence control utilities, software locks or other harmful codes.
6.2 Some elements of the Site may interface with external third party websites and resources. You acknowledge and agree that The Downtime Agenda is not responsible or liable for any content or information from such websites or resources. Your correspondence and business dealings with third parties located through the use of the Site, including payment and delivery of related goods or services are solely between you and such third party. You further acknowledge and agree that The Downtime Agenda shall not be directly or indirectly responsible or liable for any loss or damage caused in connection with the use of these third party websites or resources.
6.3 Use of the Site may be subject to limitations imposed by The Downtime Agenda for any reason. You agree and acknowledge that The Downtime Agenda may, in its absolute discretion, limit or terminate your right of access to use the Site for any reason, and at any time.
- Warranties & Acknowledgments
7.1 You acknowledge that:
(a) you use the Site entirely at your own risk;
(b) The Downtime Agenda does not provide you with any personalised advice for which it may be liable or responsible for to any individual, under any circumstances; and
(c) any guidance and/or recommendation made by The Downtime Agenda is provided generally and The Downtime Agenda has no liability whatsoever for any such guidance or recommendation or any User’s experience with any goods or services purchased as a result of such guidance or recommendation.
7.2 The Downtime Agenda gives no warranties about the Site, or in relation to any products or services offered for sale by or via the Site, or any of the suppliers who are advertised or promoted on the Site.
- Limitation of Liability
8.1 To the maximum extent permitted by law, The Downtime Agenda excludes all liability and responsibility to you or any other person, for any loss (including consequential loss of information, Data, or pecuniary loss) or damage resulting, directly or indirectly, from any use of, or reliance on, the Site.
8.2 To the maximum extent permitted by law, The Downtime Agenda excludes all liability and responsibility to you or any other person for any loss, damage or injury arising from, suffered or incurred, from the use of a good, product or service purchased via the Site, or for any experience or service received as a result of the use of a redeemable voucher purchased via the Site.
9.2 If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
9.3 Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
9.4 You may not assign or transfer any rights to any other person without The Downtime Agenda’s prior written consent.
9.5 These Terms are governed by the laws of Victoria, Australia. The parties agree to submit to the non-exclusive jurisdiction of the Courts of Victoria, and Courts entitled to hear appeals from these Courts.
9.6 If any part or provision of these Terms is invalid, unenforceable or in conflict with any applicable law, that part or provision is deemed to have removed or varied to the extent of the inconsistency. The remainder of these Terms will be binding on the parties.
9.7 Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission.
- Notices to The Downtime Agenda must be sent to:
or to any other email address notified to you by The Downtime Agenda.
- Notices to you will be sent to the email address which you provided.
9.8 Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
- Terms of Sale
- By placing an order or using a gift voucher for any goods or services through the Store on the Site you are offering to purchase the goods or services on and subject to the terms and conditions set out herein.
- In order to contract with The Downtime Agenda you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. The Downtime Agenda retains the right to refuse any order made by you.
- All product orders are subject to availability and there is no guarantee or warranty provided that any products that are advertised for sale on the Site will be available to purchase at any given time.
- When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds available on any such credit or debit card to pay for the total charged cost for the goods or services ordered.
- When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order. This email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us for the purchase of the goods will not be formed until your payment has been approved and your credit or debit card has been debited.
- Whilst we try and ensure that all details, descriptions and prices which appear on this Site are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
- Delivery costs may be charged in addition to the cost of the goods or services ordered by you via the Site, and such additional charges shall be displayed where applicable and included in the total cost of your order.
- The issuer of your credit or debit card may charge currency conversion or other fees in relation to your order. Such fees are in addition to the total cost of your order. You should check with the issuer of your credit or debit card for details of any such fees.
- We may appoint a billing agent to invoice and collect payment for the goods you are purchasing on our behalf, in which case you will see their name displayed on your invoice and on your transaction history if you pay by credit or debit card.
- Upon receiving your order, us and/or our billing agent carries out a standard pre-authorisation check on your credit or debit card to ensure there are sufficient funds to fulfil the transaction. Goods will not be dispatched until this pre-authorisation check has been completed. Your card will be debited once your payment has been approved.
- Our Terms of Sale as set out herein shall be subject to the requirements of the Australian Consumer Law, and where applicable shall be modified to the extent necessary to comply with the Australian Consumer Law and shall be supplemented where necessary to provide any additional rights and obligations upon us and the customer where necessary to comply with the Australian Consumer Law.
11.1 Prices of products and delivery and other charges displayed on this Site are current at the time of issue, but may change at any time and are subject to availability
11.2 All prices are expressed in Australian Dollars unless otherwise stated.
11.3 All prices are inclusive of 10% GST as defined in the A New Tax System (Products and Services Tax) Act 1999, where the imposition of GST is applicable.
11.4 In addition to the price payable, you are responsible for any other taxes, duties or other liabilities imposed by any governmental agency, including without limitation, any customs duty, products and services taxes or any value added tax imposed on any products acquired or ordered by you from this Site.
11.5 You must arrange and pay for all costs associated with the carriage and insurance of the products from our nominated collection address.
11.6 We reserve the right to vary prices on the Site, without notice to you, up to the time when final confirmation of the order is given by us.
- Gift Vouchers
12.1 If you are purchasing a gift voucher as a present, please ensure the delivery email address or postal address you enter is correct and accurate – it is your responsibility to do so and we cannot be held responsible if a gift voucher is used by someone other than your recipient if the email address or postal address entered is incorrect. In addition, we cannot take responsibility for any gift vouchers that are lost or used by someone other than your recipient after delivery.
12.2 We do not accept any responsibility for stolen, lost or deleted gift vouchers. Make sure your recipient has received their gift voucher, as it is their responsibility to keep the gift voucher safe.
12.3 Once you have made your purchase, we shall dispatch your gift vouchers as soon as payment has been cleared or on your specified delivery date (if this is later). We are not responsible or liable for any delays, no matter how they are caused. From time to time, gift vouchers may get caught in spam filters, so ask the recipient to check these filters. We cannot take responsibility for a gift voucher not being delivered to the recipient’s email address because of spam filters, firewalls, the capacity of the recipient’s mailbox or any other factors.
12.4 Gift vouchers are valid for 12 months from the date of purchase and can be used across multiple orders. After 12 months, any remaining balance will be cancelled.
12.5 You may use more than one gift voucher on a single order.
12.6 Gift vouchers can be used in conjunction with other promotional and discount codes.
12.7 Downtime Agenda gift vouchers cannot be used to purchase other Downtime Agenda gift vouchers, but can be used to purchase gift vouchers for third party products or services.
12.8 If the value of your purchase is less than the value of the gift voucher, your spend will be deducted and the remaining balance can be redeemed when you next make a purchase. If your order exceeds the value of the gift voucher, you can pay the remaining balance using another payment method.
- Refund and exchange policy
You acknowledge and agree that:
- We may, at our discretion, accept returns within fourteen (14) days of dispatch of a product, if the product is in its original purchase condition.
- Any product which we have elected to accept return of shall be returned at the customer’s cost.
- Sale items are non-refundable.
- Any custom made, custom processed or custom acquired Products will not be returnable at all.
- Damaged or faulty goods
You acknowledge and agree that:
- If the product has been damaged during transportation for the purposes of delivery to you, we will replace the product if you contact us within two (2) business days of receiving the product at no cost to you.
- Incorrect Products
If you receive products other than those you intended to purchase, you have fourteen (14) days after delivery of the products to you to contact us and return the products so that they may be replaced by the correct products. If the products are returned in original packaging and in a resalable condition (ie not opened or used), we will replace the products or refund you the purchase price at our discretion. If the products are not returned in original packaging and/or not in a resalable condition, it is at our discretion as to whether the products will be replaced or returned to you without replacement.
- We will not be held responsible for damage caused to products by misuse or poor care.
- Our Refund Policy as set out herein shall be subject to the requirements of the Australian Consumer Law, and where applicable shall be modified to the extent necessary to comply with the Australian Consumer Law and shall be supplemented where necessary to provide any additional rights and obligations upon us and the customer where necessary to comply with the Australian Consumer Law.
- If you are returning products from an International location (outside of Australia), please ensure that you clearly mark on the customs declaration that the products contained in the package are “Returns” to the seller to prevent the package incurring customs charges. If the products are not marked as “Returns” and we incur a customs charge, we may refuse to accept delivery of the products unless the cost is met by you.
- Links to other websites
- The Site may contain links to websites, services and advertisements owned and operated by third parties (Third Party Sites) which are not under the control of The Downtime Agenda.
- In relation to the Third Party Sites which are linked to the Site, The Downtime Agenda:
- provides links to other Third Party Sites as a convenience to you and the existence of links to Third Party Sites does not necessarily imply any endorsement, representation or authorisation by The Downtime Agenda of Third Party Sites; and
- is not responsible for any material contained on Third Party Sites.
- Disclaimers and Release
- To the full extent permitted by law, The Downtime Agenda makes no warranty (express or implied) or guarantee or any representation that the Site and any information contained or referred to on the Site:
- will meet a User’s requirements; or
- will be available to a User on an uninterrupted, timely, secure, or error-free basis; or
- will be accurate, reliable, free of viruses or errors or defects, complete, legal or safe.
- Access to, and use of the Site is at your own discretion and risk. You accept the full cost of any necessary repair, correction and maintenance of any of your computer or mobile software or hardware, which may be necessary as a consequence of accessing and/or using the Site.
- The Downtime Agenda will not be liable under any circumstances for any loss or damage of any kind recognised by law (even if it has been advised of the possibility of such loss or damage) incurred as a result of:
- acting, or failing to act, on any information contained in or referred to on the Site;
- using or acquiring, or their inability to use or acquire, goods and services listed on the Site;
- any interactions between Users of the Site.
- The Downtime Agenda will not be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to any matter that has arisen or arises directly or indirectly out of, or relates directly or indirectly to:
- your use, or inability to use, the Site;
- any interactions or transactions of you with, or any act or omission in relation to other Users;
- delays to, interruptions of or cessation of services provided in the Site;
- defamatory, offensive or illegal conduct of any Users.
whether caused through negligence of the Site, its employees or independent contractors, or through any other cause.
To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless The Downtime Agenda, its officers, directors, employees, contractors, agents or related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)) for any liabilities, claims, demands, losses, costs and expenses (including without limitation legal costs), or for any direct, indirect, incidental, special, punitive or consequential damages, whatsoever, resulting from:
- your use of and access to the Site, including any data or content transmitted or received by you;
- your violation of The Downtime Agenda’s intellectual property rights;
- your User Content;
- your interaction with any other User;
- your violation of any thirty party right, including any copyright, property or privacy right
- any breach of your obligations under these Terms;
- any other scenario contemplated by these Terms.
The indemnities referred to in this Clause 16 shall survive the termination of these Terms.
In these Terms, the following words have the following meanings unless stated otherwise:
- “Confidential Information” means any information identified as being of a confidential nature, or that would be reasonably understood to be of a confidential nature;
- “Data” means any data uploaded by you or with your authority into the Site, including your personal information;
- “Intellectual Property Rights” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered or capable of registration;
- “Journal” means the collection of weblogs, articles, interviews and stories contained at the Site under the Journal section of the Site.
- “Site” means The Downtime Agenda website found at http://thedowntimeagenda.com/, whether accessed through a mobile device, mobile application or computer;
- “Store” means the online shop where gift cards, products and experiences can be purchased; and
- ‘User’ or ‘you’ or ‘your’ means a person who uses the Site;
- ‘User Content’ means any and all information and content that a User submits to, or uses with, the Site, including reviews and/or testimonials.