(a) These terms and conditions (Terms) apply:
(i) when you use our website vermillion.com.au (Website)
(ii) when you use the Website to purchase Vermillion products (Goods), as set out in part 3 of these Terms.
(b) You agree to be bound by these Terms which form a binding contract between you and us, Vermillion Brands ABN 31184271956 (the Company, our, we or us).
(c) We may change these Terms at any time by updating this page of the Website, and your continued use of the Website following such an update will be an agreement by you to be bound by these Terms as amended.
2. ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these Terms and any applicable laws.
3. YOUR OBLIGATIONS
You must not:
(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without our express consent;
(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Goods;
(c) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
(e) use the Website with the assistance of any automated scripting tool or software;
(f) act in a way that may diminish or adversely impact the reputation of the Company, including by linking to the Website on any other website; and
(g) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
(i) gaining unauthorised access to Website accounts or data;
(ii) scanning, probing or testing the Website for security vulnerabilities;
(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
(iv) instigate or participate in a denial-of-service attack against the Website.
4. ACCOUNT REGISTRATION
(a) In order to use sections of the Website, you may be required to sign up for an account (Account).
(b) When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
(c) You agree that you’re solely responsible for:
(i) maintaining the confidentiality and security of your Account information and your password; and
(ii) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
(d) You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it.
(e) We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
5. INFORMATION ON THE WEBSITE
(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:
(i) the Website will be free from errors or defects (or both, as the case may be);
(ii) the Website will be accessible at all times;
(iii) messages sent through the Website will be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Website will be secure or confidential; and
(v) any information provided through the Website is accurate or true.
(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content (defined in clause 7(a) below).
6. OUR CONTENT
(a) We retain ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from us or as permitted by law.
(c) In these Terms, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these Terms both in Australia and throughout the world.
7. YOUR CONTENT
7.1 TYPES OF CONTENT
As part of using the Website, you may upload images, content, information and materials you share with us or the public (including feedback, suggestions and enhancement requests), including by using the features of the Website, sharing content via the Website on social media or by contacting us, or when you register an Account (Posted Materials).
7.2 POSTED MATERIALS
By providing or posting any Posted Materials, you represent and warrant that:
(a) you are authorised to provide the Posted Materials;
(b) the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
(c) the Posted Materials are not “passing off” of any product or service and does not constitute unfair competition;
(d) the Posted Materials do not infringe any Intellectual Property Rights;
(e) the Posted Materials are accurate and true at the time they are provided;
(f) any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(g) the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
(h) the Posted Materials do not breach or infringe any applicable laws, regulations or orders.
7.3 POSTED MATERIALS – IP LICENCE
By uploading any Posted Materials, you grant to us (and our agents and service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.
7.4 REMOVAL OF POSTED MATERIALS
We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.
8. THIRD-PARTY TERMS AND CONDITIONS
(a) You acknowledge and agree that third party terms and conditions (Third Party Terms) may apply.
(b) You agree to any Third Party Terms applicable to any third party goods and services, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
9. LINKS TO OTHER WEBSITES
(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of the linked websites and we are not responsible for that content.
(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.
11. REPORTING MISUSE
If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.
(a) To the maximum extent permitted by applicable law, we exclude completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to these Terms or any goods or services provided by us.
(b) Claims for loss of or damage to Goods in transit must be made against the carrier.
(c) Goods sold by us will have only the benefit of any warranty given, and insurance held, by the manufacturer. All other express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(d) (Indemnity) You indemnify us and our employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’ use of any Goods or services provided by us.
(e) (Consequential loss) Under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by us.
14. OFFER TO PURCHASE
(a) By submitting an order for purchase of Goods using the Website’s functionality (Purchase Order) you represent and confirm that you:
(i) have the legal capacity and are of sufficient age to enter into a binding contract with us; and
(ii) are authorised to use the debit or credit card included in your order.
(b) Submitting a Purchase Order constitutes your intention and offer to enter into a contract, where we will provide you with the Goods you have ordered in exchange for your payment of the total amount listed upon checkout. A contract is not formed until we have approved your payment and you receive an email from us confirming that your order is being processed.
(a) (Payment obligations) Unless otherwise agreed in writing, you must pay for all Goods on or prior to us dispatching the Goods for delivery.
(b) (Subscription payments) If we have agreed to provide you with Goods on a subscription basis, you must make regular payments to us in the amounts and at the times agreed in the Purchase Order, until you cancel your subscription. You must provide us with at least 2 business days’ notice of such cancellation before the next scheduled delivery, otherwise you will be charged for that delivery.
(c) (GST) Unless otherwise indicated, amounts stated on the Website do not include GST.
(d) (Card surcharges) We reserve the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).
(e) (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payments for Goods, including Stripe and Paypal. The processing of payments by the Payment Providers will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Providers and we are not liable for the security or performance of the Payment Providers. We reserve the right to correct, or to instruct our Payment Providers to correct, any errors or mistakes in collecting your payment.
(f) (Pricing errors) In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
We reserve the right to cancel your order for any reason, and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.
17. DELIVERY AND SHIPPING
(a) (Delivery) We may charge you for delivery at any time (notwithstanding that we may not have previously done so). Where prices are stated as inclusive of delivery, delivery is to the delivery location specifically accepted by us.
(b) (Shipping) All delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our control. We don’t warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
18. TITLE AND RISK
(a) (Title) Until the price of Goods is paid in full, title in those Goods is retained by us.
(b) (Risk) Risk in the Goods will pass to you on delivery. Delivery must not be refused by you.
(c) (Failure to pay) If you do not pay for any Goods on or before the due date for payment:
(i) you must pay us interest at the rate of 12% per annum on each amount outstanding, from the due date for payment to the date the payment is received by us;
(ii) you authorise us, our employees and agents to enter any premises occupied by you or any other place where the Goods are located and use reasonable force to retake possession of the Goods without liability for trespass or any reasonable damage;
(iii) we may at our option keep or resell Goods retaken from you; and
(iv) if you sell Goods or items into which the Goods are incorporated before payment in full to us, you acknowledge that such sale is made by you as bailee for and on behalf of us, to hold the proceeds of sale on trust for us, in an account in our name, and you must pay that amount to us on demand.
19. CUSTOMS AND DUTIES
We reserve the right to refuse international orders. Approved international orders may be subject to customs and import duties upon reaching its country of destination. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, and we will not be responsible for reimbursing you for any customs or import duties you may pay.
20. RETURNS & EXCHANGES
(a) (Proof of purchase) As a condition precedent to us considering any refund or exchange, you must be able to provide valid proof of purchase of the Goods you seek to return or exchange.
(b) (Change of mind returns) For terms relating to our 30 Day Money Back Guarantee, see here.
(c) (Faulty products) Returns of Goods will only be accepted if you comply with the provisions of this clause 21(c), as follows:
(i) If you believe your Goods are not of acceptable quality, please contact us here to submit a return.
(ii) We will request that you send the product back to us, at your cost, with all original packaging, including the black branded Vermillion box and Vermillion velvet pouch to be eligible for refund (i.e. as the product arrived on your doorstep it must be returned to us for a 100% refund).
(iii) You will be credited the full amount paid (excluding shipping costs) and you may request a refund or exchange. All refunds will be credited back to your original method of payment.
(v) If you fail to comply with the provisions of this clause 20(c) in respect of Goods of unacceptable quality, we may, in our absolute discretion, issue only a partial refund or no refund in respect of such Goods.
(vi) Nothing in this clause 20 is intended to limit or otherwise affect the operation of any manufacturers’ warranties which you may be entitled to or any of your rights which cannot be excluded under applicable law.
(d) (Timeframe) All requests for refunds or exchanges must be made within 30 days from the date of purchase.
(a) (Governing law) These Terms is governed by the law applying in Western Australia, Australia.
(b) (Jurisdiction) Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia, and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
(c) (Amendments) These Terms may only be amended by us in accordance with these Terms.
(d) (Waiver) No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
(e) (Further acts) Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to these Terms.
(f) (Assignment) A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.
(g) (Entire Agreement) These Terms embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of the Terms.
(h) (Interpretation) In these Terms, the following rules of interpretation apply:
(i) (singular and plural) words in the singular includes the plural (and vice versa);
(ii) (gender) words indicating a gender includes the corresponding words of any other gender;
(iii) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(iv) (person) a reference to “person” or ”you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(v) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(vi) (these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;
(vii) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(viii) (headings and parts) headings and parts, and words in bold type, are for convenience only and do not affect interpretation;
(ix) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(x) (adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.