TERMS & CONDITIONS.
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Terms and Conditions
EXOTERIC PTY LTD ABN 91629005296
TERMS OF SERVICE
A.1 These Terms of Service form an agreement (Agreement) between Exoteric Pty Ltd ABN 20 608 744 485 (Think Inc.) and the User (User, Customer or You where implied by context).
C.1 Site Description
(a) The Think Inc. website (Site) provides Users with information on Think Inc. events and speakers as well as other exclusive content.
(b) The Site also allows Users access to the following services (Services): (i) Purchase merchandise, books and other goods; an (ii) Links to purchase tickets to Think Inc. events.
(c) The Site is available at the URL https://www.thinkinc.org.au (or other domain as used by Think Inc. from time-to-time).
C.2 TermYour licence to access the Site shall be ongoing unless terminated by Think Inc. in accordance with these Terms.
C.3 Limitations on UseThink Inc. may limit or restrict access to the Site from time-to-time on any basis as it sees fit, including (but not limited to):
(a) Age & Capacity. Only persons over the age of 18 may register as a Customer and all Customers must be capable of forming binding legal contracts
(b) Location. Think Inc. may restrict access to the Site from any location;
(c) Certification. Think Inc. may limit access to the Site where it cannot, in its absolute discretion, verify the user’s identity.
D. REGISTRATION AND VERIFICATION
(a) A User of the Site must register as a customer (Customer) to access the Services; and
(b) Until registration as a Customer is confirmed by Think Inc. you are not granted a licence to access the Services through the Site.
D.2 VerificationThe Customer may be required to verify their identity by (without limitation) email, telephone, residential or business address, social media, referrals, references and/or formal photographic identification. You agree to provide Think Inc. with all necessary verifications we require to provide you with access to the Services.
E. TERMS OF SALE AND GOODS
You may purchase goods & services online from the Site. All purchases are subject to these Terms of Sale:
E.1 Purchase, Payment & Order
Any purchases of items through the Site (Order) is confirmed when you complete payment for the items and for shipping. Payments must be made by credit card, PayPal or as otherwise specified.
E.2 Shipping & Delivery
(a) Think Inc. shall advise you of any shipping fees prior to dispatch. Shipping fees will be advertised prior to the payment for your Order
(b) Think Inc. reserves the right to cancel any order should the shipping fees be insufficient, and will notify you if this is the case.
(c) You must provide us with accurate shipping information.
(d) Orders will be shipped within 15 days from date Think Inc. receives payment, unless otherwise arranged between the parties.
(e) You agree to take on the risk for the goods, such as loss or damage, when the goods reach the delivery address.
(f) After taking delivery of the goods, you agree to examine the goods and notify us if there is any defect in the goods within 7 days of the delivery date.
(g) Under no circumstances will Think Inc. be liable for any cost, loss or damage caused by a delay in shipping after it has been despatched by Think including incorrect shipping details provided by you.
(a) Think Inc. does not provide refunds or accept returns, except where required by law, or as otherwise provided for under this Agreement.
(b) Think Inc. shall provide a refund or exchange on an Order where (without limitation):
(c) An incorrect product was sent to you; or
(d) The product is faulty or damaged in some way upon receipt by you.
(e) To receive a refund or exchange you must, within 7 days or receiving the Order notify Think Inc. with the problem with the Order. Think Inc. will then advise you whether you qualify for a refund or an exchange on a return.
(f) If you qualify for a refund Think Inc. will give you instructions on how to return the items. Once you have received these instruction you may dispatch the items for exchange or refund back to Think Inc..
(g) The Customer is responsible for shipping the items back to Think Inc..
E.4 Customs, Duties & Taxes
(a) You will be informed at the time of purchase if the items are subject to Goods and Services Tax (GST).
(b) If you order goods from outside Australia, you agree to take responsibility for ensuring that the goods can be legally imported into the country of delivery.
(c) You agree to pay any customs, duties or taxes with respect to the goods that we send to the address outside of Australia. These costs will be in addition to the purchase price that we quote on the Site.
F. 1 Think Inc. may provide links to purchase tickets to Think Inc. events via third-party ticketing services (Ticketing Services).
F.2 You must accept the terms and conditions of each Ticketing Service, and acknowledge that your relationship will be with the Ticketing Service and not Think Inc. in relation to any tickets that you purchase.
F.3 Think Inc. makes no representation as to the availability of any tickets on a Ticketing Service, and shall not be liable to you for such.
F.4 Think In. does not provide refunds for tickets except as required by law. In the event that a Think Inc. event is cancelled, you must contact the Ticketing Service that you purchased the ticket from to determine your eligibility for a refund. The relevant Ticketing Service will process all refunds for tickets unless Think Inc. advises otherwise.
G.1 Either party may end this Agreement at any time by written notice in accordance with these Terms.
H.1 Governing Law. New South Wales, Australia.
H.2 Reference City. Sydney, New South Wales.
2.1 The following definitions apply in this document:
(a) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the Reference City of the Legal Location.
(b) Fees & Charges means the fees and charges as set out in the Particulars.
(c) General Conditions means the terms and conditions set out in the section of this agreement entitled “General Conditions”.
(d) Intellectual Property means all rights (present and future) conferred by common law, equity or statute (and all moral rights) connected with business names, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
(e) Particulars means this agreement’s details and variables set out in the section of this agreement entitled “Particulars”.
(f) Pricing means the pricing set out in this agreement or as notified to the User in writing by Think Inc. from time-to-time.
(h) Site means the product described in the Solution in the Particulars.
(i) Special Conditions means the terms and conditions set out in the section of this agreement entitled “Special Conditions”.
(j) User Content means content that is entered into or created within the Site by the User.
2.2 Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
(a) The singular includes the plural and the opposite also applies.
(b) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
(c) A reference to a clause refers to clauses in this agreement.
(d) A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.
(e) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
(f) A reference to a party to this agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
(g) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
(h) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.(i) A reference to dollars or $ is to an amount in Australian currency.
3.1 This agreement applies to use of and access to the Site.
3.2 Where the User does not accept the terms and conditions of this agreement, the User must immediately cease using the Site.
3.3 The terms & conditions of this Agreement may be updated by Think Inc. in its absolute discretion from time-to-time, and unless stated otherwise by Think Inc. in writing, such updates shall come into effect for use of the Site at the time the User next uses the Site.
4.1 By using the Site you agree to be bound by these Terms. If you do not agree with these Terms, you must stop using this site and leave it immediately.
4.2 We may change, update or amend these Terms at our absolute discretion without notice.
4.3 By using the Site, the User acknowledges and agrees to:
(a) These Terms of Service; and
5.1 The Site is only accessible to the User for the term set out the Particulars.
5.2 The User agrees and accepts that the functional elements of the Site may be:
(a) Hosted by Think Inc. and shall only be installed, accessed and maintained by Think Inc., accessed using the internet or other connection to Think Inc. servers and is not available ‘locally’ from the User’s systems; and
(b) Managed and supported exclusively by Think Inc. from Think Inc. servers and that no ‘back-end’ access to the Site is available to the User unless expressly agreed in writing.
5.3 Think Inc. reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Site.
6.1 By accepting the terms and conditions of this agreement, the User is granted a limited, non-exclusive and revocable licence to access the Site for the duration of this agreement, in accordance with the terms and conditions of this agreement.
6.2 Think Inc. may issue the licence to the User on the further terms or limitations set out in item the Particulars as it sees fit.
6.3 Think Inc. may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this agreement by the User or any of it’s users. Think Inc. will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.
7.1 The User agrees that it shall only use the Site for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Think Inc. in its discretion.
8 AUTHORISED USERS
8.1 The User shall authorise users to access the Site in its absolute discretion. Think Inc. accepts no liability for access to User Content by users authorised by the User or using login details of users authorised by the User.
8.2 The User is solely responsible for the security of its username and password for access to the Site.
8.3 The User is responsible for ensuring that users authorised to use the Site comply with this agreement in full and are liable for any breach of them.
9 USER Content
9.1 Think Inc. accepts no liability for the content of User Content.
9.2 The User is responsible for the accuracy, quality and legality of User Content and the User’s acquisition of it, and the users that create, access and/or use User Content.
9.3 Despite clause 9.1 Think Inc. shall be authorised to permanently delete User Content where this Agreement is terminated.
10 INVOICING & PAYMENTS
10.1 Think Inc. shall issue the User an invoice for all Orders.
10.2 The terms of payment set out in the Particulars shall apply.
10.3 Refunds are provided for in accordance with the Particulars or as required by law.
11.1 Security. Think Inc. takes the security of the Site and the privacy of its users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of Think Inc.’s systems or the information on them.
11.2 Transmission. Think Inc. shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.
12.1 By accepting the terms of this agreement the User agrees that Think Inc. shall provide access to the solution to the best of its abilities, however it accepts no responsibility for ongoing access to the Site.
13 INTELLECTUAL PROPERTY
(a) Think Inc. has moral & registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of Think Inc..
(b) Other trademarks are the Intellectual Property of their respective owners.
13.2 Proprietary Information. The Site may use software and other proprietary systems and Intellectual Property for which Think Inc. has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Site.
13.3 Site. The User agrees and accept that the Site is the Intellectual Property of Think Inc. and the User further warrants that by using the Site the User will not:
(a) Copy the Site or the services that it provides for the User’s own commercial purposes; and
(b) Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Site or any documentation associated with it.
13.4 Content. All content (other than User Content) remains the Intellectual Property of Think Inc., including (without limitation) any source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Site.
14 LIABILITY & INDEMNITY
14.1 The User agrees that it uses the Site at its own risk.
14.2 The User acknowledges that Think Inc. is not responsible for the conduct or activities of any user and that Think Inc. is not liable for such under any circumstances.
14.3 The User agrees to indemnify Think Inc. for any loss, damage, cost or expense that Think Inc. may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Site, including any breach by the User of these Terms.
14.4 In no circumstances will Think Inc. be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Site or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Think Inc. knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
14.5 Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, Think Inc. and Think Inc.’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, Think Inc.’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at Think Inc.’s option to:
(a) The re-supply of services or payment of the cost of re-supply of services; or
(b) The replacement or repair of goods or payment of the cost of replacement or repair.
14.7 Expiry or termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
15. 1 For any dispute between Think Inc. and the User, the following process shall apply:
(a) Negotiation. If there is a dispute between the parties relating to or arising out of this agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or if discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
(b) Mediation. If the dispute between the parties relating to or arising out of this agreement is not resolved within five Business Days of notification of the dispute under this clause 15.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution; and
(c) Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this agreement until it has exhausted the procedures in this clause unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.
16 ELECTRONIC COMMUNICATION AND ASSIGNMENT
16.1 The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
16.2 The User can direct notices, enquiries, and complaints and so forth to Think Inc. as set out in this Agreement. Think Inc. will notify the User of a change of details from time-to-time.
16.3 Think Inc. will send the User notices and other correspondence to the details that the User submits to Think Inc., or that the User notifies Think Inc. of from time-to-time. It is the User’s responsibility to update its contact details as they change.
16.4 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
16.5 Notices must be sent to a party’s most recent known contact details.16.6 The User may not assign or otherwise create an interest in this Agreement without the written consent of Think Inc..
16.7 Think Inc. may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
17.1 Formation. This Agreement is formed when the User acknowledges their consent to this Agreement, whether done electronically or physically.
17.2 Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing. Where the parties make such Special Conditions those Special Conditions shall prevail over any inconsistency with any other provisions of this Agreement.
17.3 Prevalence. Each party to this agreement agrees to the clauses in the Particulars, the Special Conditions (if any) and the General Conditions. The Particulars, Special Conditions and the General Conditions form a single legal agreement. To the extent that the Particulars or the Special Conditions are inconsistent with the General Conditions, the terms of the Particulars will prevail. To the extent that the Special Conditions are inconsistent with the Particulars, the Special Conditions will prevail.
17.4 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this agreement.
17.5 Relationship. The relationship of the parties to this agreement does not form a joint venture or partnership.
17.6 Waiver. No clause of this agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
17.7 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this agreement and the transaction facilitated by it.
17.8 Governing Law. This agreement is governed by the laws of the state set out in item H of the Particulars. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
17.9 Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this agreement.
17.10 Inconsistency. If this agreement is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.
17.11 Counterparts. This agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
17.12 Time. Time is of the essence in this agreement.
17.13 Severability. Any clause of this agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this agreement.
END GENERAL CONDITIONS