TERMS AND CONDITIONS

1. Agreement

1.1 In these Terms and Conditions (the “Terms”), “BSquared”, “us”, “we” and “our” means BSquared Studio Pty Ltd (ACN 661 401 289). Bquared is a design studio that builds and assembles devices and accessories for sporting goods (the “Product”).

These Terms apply to the purchase of the Product and any other services we provide to you, as agreed from time to time (together, the BSquared “Services”).

1.2 By placing a purchase order for Services (“Order”) with us, you agree to be bound by these Terms. These Terms apply to you from the commencement date specified on your Order until the completion or expiration of the Services or any other term specified in your Order (the “Term”).

Your Order and these Terms constitute the entire agreement between you and us in relation to the provision of the Services. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Terms.

1.3 Except as otherwise provided in these Terms, to the extent that there is any inconsistency between the terms of your Order and these Terms, precedence shall be to your Order and then the Terms.

From time to time we may make changes to these Terms. Such changes will apply to all Orders placed after the date of the change but will not affect any Orders that have already been placed.

2. Interpretation

2.1 In this Agreement:

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

2010 (Cth);

“Business Day” means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in Victoria, Australia;

“Charges” means the amount for the Product or Services as in the terms of your Order;

“Consumer Guarantee” has the meaning given in Division 1 of Part 3-2 of the Australian Consumer Law;

“Customer” means the person or legal entity listed on the purchase invoice or sales document and includes anyone acting on their behalf or with their express or implied authority;

“Delivery Cost” means the costs associated with delivery of Products or Services as specified in an Order, including, without limitation, transport, freight or shipping charges, insurance costs, import and export taxes and duties;

“Intellectual Property” means all present and future intellectual or industrial property rights (whether or not registered) throughout the world, including, without limitation, in respect of patents, copyright, moral rights, trade names, trade marks, logos, systems, circuit layout, designs, software, plant breeder’s rights, domain names, trade secrets and confidential information;

“Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Site, or otherwise displayed, uploaded or published on, or via, the Site;

“Order” has the meaning in clause 1.3;

“Products” has the meaning in clause 1.1;

“Services” has the meaning in clause 1.2;

“Site” means browsing or using bsquared.studio;

“Term” has the meaning in clause 1.1;

“you" or "your" means the person or entity accessing, using or relying upon the Site and includes, when applicable, the Customer.

2.2 Any reference in these Terms to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in these Terms unless otherwise specified.

3. Services

3.1 The scope of the Services we will supply to you and the applicable deliverables, location and delivery dates will be specified in your Order.

3.2 We will use all reasonable endeavours to meet any performance dates specified in your Order, but any such dates are estimates only.

4. Charges and Payment

4.1 In consideration of us providing the Services, you must pay the Charges specified in your Order.

4.2 If you wish to change the scope of the Services after you place your Order, and we agree to such change, we will modify the Charges accordingly.

4.3 Our Charges are in Australian Dollars and include GST (unless otherwise specified).

4.4 Payment of all Charges will be made in accordance with the method specified on any invoice issued by us, other than by direct debit.

4.5 You will be invoiced for any relevant Charges as and when they are incurred. All invoices are due and payable within 14 days of being issued.

4.6 If you fail to make a payment under these Terms by the due date, then (without prejudice to any other right or remedy) we will be entitled to, at our election:

(a) withhold the provision of the Services until payment is received in full and in cleared funds;

(b) charge interest on the unpaid amount at the cash rate published or quoted by the Reserve Bank of Australia from time to time;

(c) require that you make advance payments of the Charges or other amounts due in full or in part prior to the supply of the Services; and/or

(d) terminate these Terms pursuant to clause 12.

5. Purchasing our Product and Services

5.1 All prices displayed on the Site are subject to change without notice.

5.2 Prices for items in an Order are fixed once your Order has been confirmed. Subsequent price changes, either up or down, will not be retroactively applied to confirmed Orders.

5.3 Promotional discount codes may be given at our sole discretion on terms and conditions notified at the time of the relevant promotional offer or discount.

5.4 If a discount code is entered at the checkout, it has the effect of applying a discount solely across the cost of the Products.

5.5 To the maximum extent permitted by law, we reserve the right to refuse a sale to any Customer.

5.6 Although we endeavour to provide accurate and complete information on the Products and Services listed or advertised on the Site, we cannot guarantee that the information is up to date, accurate and complete at all times. We reserve the right to (but are not obligated to) make changes or updates to information displayed on the Site at any time without notice to you.

5.7 Unless otherwise stated, any accessories, decorations or furnishings shown in images of Products or Services on the Site are not included.

5.8 All weights, heights and other measurements listed on the Product specifications are provided for reference and are approximate only.

6. Delivery and Ownership of Products

6.1 We will use reasonable endeavours to ensure that all Products or Services are delivered in a prompt and timely manner. However, delivery dates are estimates only and factors outside our control may result in delays to delivery. The estimated date of delivery may change without notice. We do not accept any liability for loss or damage suffered by you or anyone as a result of any such delays.

6.2 Orders must be paid in full before Delivery can be made.

6.3 You acknowledge and agree that it is your responsibility to ensure that you have nominated the correct delivery address and provided sufficient and appropriate details to identify the recipient in making an Order, and we are not responsible for any misplaced parcels or for delivery of any Order to an unintended recipient as a consequence of incorrect details.

6.4 You must ensure that any person who collects or takes delivery of the Products on your behalf is authorised by you to do so. Title and risk in the Products pass to the Customer on signing for delivery of the Products. Where a Customer gives written authority for Products to be delivered without a signature:

(a) any and all included insurance cover (if any) will be voided; and

(b) title and risk in the Products pass to the Customer on delivery of the Products to your nominated delivery address.

6.5 It is the Customers responsibility to appropriately maintain the Product.

7. Repairs, Refunds and Returns

7.1 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation (the “Acts”) where to do so is unlawful.

To the maximum extent permitted by law, where the benefit of any such condition, warranty or other obligation is conferred upon you pursuant to any of the Acts, our sole liability for breach of any such condition, warranty or other obligation is limited to supplying the Products or Services again or payment of the cost of having the Products or Services supplied again.

7.2 To the maximum extent permitted by law, we will not provide you with a refund, exchange, repair or conduct and Servicing of the Products or Services purchased by you where:

(a) the Products are damaged through misuse, accident or abnormal use; or

(b) the Australian Consumer Law or any manufacturer’s warranty does not apply.

7.3 Consumer Guarantees cannot be excluded and are in addition to any manufacturer’s warranties or extended warranties purchased or given to you.

If a Product is damaged, incorrect or faulty, you should contact us as soon as possible at info@bsquared.studio to arrange your return or exchange. You must comply with directions or instructions given by us in relation to returning the damaged, faulty or defective Products to us or the manufacturer. Returned Products must be returned with proof of purchase.

7.4 It is the Customer’s responsibility to ensure that returned Products are returned safely and within a reasonable period of time. We accept no responsibility for Products lost in transit.

Where you are returning Products to us because of our failure to comply with a Consumer Guarantee, Products returned to us will be at our cost. Refunds may take up to 10 Business Days to be processed.

8. Intellectual Property

8.1 All Intellectual Property Rights in or arising out of or in connection with our supply of the Product and Services will be owned by us.

8.2 We grant you a non-exclusive, non-transferable, revocable license to use the Intellectual Property Rights that have been provided to you for the sole purpose of using the Product during the Term.

8.3 You must not, without our prior written consent:

(a) re-sell, offer to rent or lease the Product or any part thereof;

(b) modify, adapt, translate, reverse engineer, decompile, decode, disassemble, create derivative works or in any way derive or discover source code from the Product, Services or any part thereof;

(d) reproduce, republish, upload to a third party, repost, transmit, distribute, sub-license, assign, share, rent, lease or otherwise transfer or grant any rights in the Product or Services or part thereof, in any way.

8.4 In delivering the Services, we may create or develop advertising, promotional or marketing materials that utilise your name, brand and likeness. You may at any time direct us to cease using all or any part of such information, documentation, name, brand, likeness and intellectual Property Rights, in which case we must promptly comply with your direction.

9. Site Use

9.1 You warrant and represent that your access to, or use of, the Site is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

9.2 The Site may contain links to third party websites. Any links to such websites provided on the Site are for convenience only. We do not represent that we have any relationship with any linked websites nor recommend or endorse any goods, services or third party content appearing on, or via, other websites linked to this Site. We are not responsible for any loss or damage that may arise from your access to, and/or use of, third party websites, products and services. Additionally, we are not responsible for the content or privacy practices associated with linked websites. You should make your own enquiries before using and/or accessing third party websites.

9.3 You may not use the Site other than for its intended purpose. You agree that you will not engage in any activity that interferes with or disrupts the Site or the servers and networks that host the Site. You agree not to, circumvent, disable or otherwise interfere with security-related features of the Site or attempt to do so or otherwise interfere with, or restrict, any person or visitor from accessing or using the Site.

9.4 Unless otherwise expressly stipulated in these Terms, you must not copy, adapt, distribute, display, reproduce or transmit any content displayed or published on the Site.

9.5 You must take your own precautions to ensure that the telecommunications equipment and computer systems used by you to access and use the Site does not expose your telecommunications equipment and computer systems to any viruses, malicious computer code or other forms of interference which may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of, the Site.

10. Linking to the Site

10.1 You must not establish a link to the Site in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to the Site from any website that is not owned by you.

10.2 This Site must not be framed on any other website, and you must not create a link to any part of this Site other than the home page. We reserve the right to withdraw linking permission at any time without written notice.

11. Disputes

11.1 You must endeavour to settle and dispute in connection with these Terms by mediation. Such mediation is to be conducted by a mediator who is independent and appointed by agreement with us.

11.2 If we cannot agree on the appointment of a mediator within seven (7) days of receiving your notice of dispute, a person will be appointed by the Chair of Resolution Institute, of the Chair’s designated representative.

12. Indemnity

12.1 You agree to indemnify us and our officers, directors, employers or contractors (collectively, the “Indemnified”) and to keep indemnified and hold harmless the Indemnified from and against any and all actions, claims, demands, losses, damages, taxes, liabilities, costs and/or expenses that may be incurred by, or sustained by, the Indemnified arising out of, or in connection with, your access to, and use of, the Materials, the Site, any breach by you of these Terms or your or anyone else’s use of the Products or Services.

13. Liability

13.1 To the maximum extent permitted by law, we exclude all:

(a) conditions, guarantees or warranties expressed or implied by law; and

(b) any liability to you or to any third person however arising (and whether arising under statute, negligence or otherwise) for any personal injury or death to you or any third person, or for any special, direct, indirect or consequential loss or damage (including, but not limited to, loss of income or revenue, loss or interruption of business, loss of profits, revenue or contracts, loss of anticipated savings, loss of data, loss of use, loss of privacy or loss of goodwill), arising out of, or in connection with, access and/or use of the Material, the Site, or any Products or Services Ordered on, or via, the Site and these Terms.

13.2 Without limiting the generality of the foregoing, you agree that in no event shall our maximum aggregate liability exceed AUD $100. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

To the maximum extent permitted by law, all typographical, clerical or other errors or omissions in sales literature, quotations, price lists, acceptances or offers, invoices or other documents or information issued by us will be subject to correction without any liability on our part.

14. General

14.1 We reserve the right to make changes to these Terms without notice to you. Any amendments to these Terms will have immediate effect from the time that they are published on the Site.

Although we do our best to provide the most up-to-date information on the Site as this becomes available, we cannot warrant the accuracy or completeness of the information provided.

14.2 Any provision of these Terms which is void or unenforceable may be severed from these Terms without affecting the enforceability of other provisions.

A failure or delay by us to exercise a power or right under these Terms does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.

14.3 These Terms are governed by, and must be construed according to, the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

We welcome your feedback regarding these Terms. If you have any questions, comments, or concerns, please contact us by e-mail at info@bsquared.studio.

Additionally

When ordering a B2 Unit, by taking delivery you agree that

It's the buyers responsibility to:

Ensure that B2 is safe to install in their premises
Frequently inspect B2 units for signs of damage / fatigue
Maintain the units to the best of their ability
Decommission damaged units