Terms and Conditions
This agreement contains the Universal Safety Wellness’ terms and conditions on which Universal Safety Wellness will provide the Products Services to You. You are deemed to have accepted these terms and conditions if You commission, retain or otherwise engage Universal Safety Wellness to provide Products and Services to You subject to You being provided with a copy of these terms and conditions and an estimate or quote for those Services. These terms and conditions will apply to each order placed with Universal Safety Wellness unless advised otherwise in writing by us.
Universal Safety Wellness reserves its right to amend these terms and conditions at any time it deems necessary.
Unless otherwise defined herein capitalised terms and expressions shall have the following meaning:
“Fees” means the fees detailed in the Scope of Works or Site for the relevant Products and Services.
“Intellectual Property” means:
(a) any patent, trade mark, service mark or design;
(b) any copyright or work of authorship;
(c) any utility model, eligible layout right;
(d) any business, trade or commercial name or designation, brand name, logo, symbol, source indication or origin appellation;
(e) any confidential information;
(f) any other industrial, commercial, agricultural or extractive right derived from intellectual knowledge or activity of any industrial, scientific, literary or artistic nature or description, whether relating to any manufactured or natural product or otherwise;
(g) any legal action relating to any previous item;
(h) any licence or other right to use or grant the user, or to become the registered proprietor or user of, any previous item; and
(i) any document of title, letters patent, deed of grant or other document or agreement relating to any previous item, whether registered or unregistered or recorded or unrecorded, stored or incorporated in any medium of any nature or description.
“Products” means the Products contained on our Site from time to time;
“Subscription Service” means an ongoing Service as detailed in the Scope of Works or the Site for a fixed term with monthly Fees due and payable in advance for the duration of the term;
“Us, Our, We” means Universal Safety Wellness Pty Ltd ACN 632 886 189;
“Services” means the services detailed in our Scope of Works;
“Site” means https://members.universalsafetywellness.com/;
“Terms” means these terms and conditions.
3.0 Engagement of Services and Products – Scope of Works
Prior to commencing any engagement with You, Universal Safety Wellness will provide You with a Scope of Works which will set out the agreed Services and Products (if any)that Universal Safety Wellness will provide to You and the cost for delivering those Services and Products (if any). Upon acceptance of the Scope of Works, Universal Safety Wellness will use all reasonable efforts to provide the Services and Products to You in a timely and efficient manner.
Universal Safety Wellness may amend the Scope of Works in the event that the nature of the Services changes beyond those described in the original Scope of Works.
Universal Safety Wellness will notify You of these circumstances and will provide You with an amended Scope of Works
If You have any concerns with respect to the quality of the Services or Products delivered, You may raise those concerns with Universal Safety Wellness within seven (7) days of the completion of those Services after which time the Services and Products provided by Universal Safety Wellness will be deemed to have been delivered to a satisfactory standard and You will not be permitted to raise a dispute as to payment of Universal Safety Wellness’ fee for those Services.
You will not be entitled to a refund for any Product or Service that We have provided unless we are in breach of the Competition and Consumer Act 2010 (Cth) or we are required at law to provide you a refund.
4.0 Products – Site Purchase
You may offer to purchase Products described on our Site for the price specified on Our Site.
Your order must contain your name, email address, credit card details and any other ordering information specified on Our Site.
We will at our discretion accept or reject your offer to purchase. You may not cancel an order once it has been submitted, even if our acceptance or rejection of your offer is still pending.
We are not required to give reasons for rejecting your offer to purchase.
If we reject your offer to purchase the Products for any reason, neither of us will be under any further liability to the other arising out of your original offer or our non-acceptance of that offer.
If we have not responded to you within seven days, your offer will be deemed to be rejected.
Payment must be effected in the manner described on the Our Site and the Prices for the Products are exclusive of goods and services tax.
The Products are offered for sale only to persons who can make legally binding contracts.
For Scope of Works – Services and Products:
a) Universal Safety Wellness will provide a fixed Fee quote for its Products and Services. However, in circumstances where this is not possible, Universal Safety Wellness will charge on an hourly basis as outlined in the Scope of Works. The hourly charge will be based upon the resources needed to provide those services to You including but not limited to the staff member/s and the technical resources required to deliver the services.
b) Universal Safety Wellness will first obtain Your consent before incurring any additional disbursements or out-of-pocket expenses. All disbursements and out-of-pocket expenses reasonably incurred by Universal Safety Wellness will be recoverable by Universal Safety Wellness as part of their final invoice and must be paid by You.
c) All fees detailed on Our Scope of Works is in Australian Dollars unless advised in writing otherwise.
a) All Fees for Products purchase through our Site will be displayed in our Site and are not negotiable.
b) All fees detailed on our site are Australian Dollars unless advised in writing otherwise.
a) All Fees for the Subscription Service must be paid in accordance with the Scope of Works and Site;
b) Subscription Service Fees will be billed monthly in advance until the end of the term detailed in the Scope of Works and/or Site;
c) Without prejudice to any other rights We may have, if you have purchased a Subscription Service you will be liable for the full amount of the fee for the Subscription Service for the full term of such Services. For the avoidance of doubt, should this Agreement be terminated prior to the expiry of the term of the Subscription Service, the full fees for the remaining term will become immediately due and payable.
Universal Safety Wellness shall not be held responsible for any incidental or consequential damage arising from any problem associated with any Products purchased or downloaded from our Site
6.0 Terms of Payment
For Services You must:
a) pay Universal Safety Wellness within 7 calendar days from the date of receipt of the invoice, the price for such invoice unless agreed otherwise in writing; and/or
b) for all Subscription Services you will be billed monthly with payment required within seven days of receipt of the invoice.
c) pay a monthly interest charge on overdue amounts for each invoice issued hereunder calculated on the basis of 5% per annumn on the outstanding amount. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed.
Universal Safety Wellness reserves the right to request payment on delivery (COD).
For Products You must pay the Fees detailed on our Site as amended from time to time. No Products will be Supplied until payment of the Fees have been confirmed.
a) You fail to pay any amount when it is due and owing;
b) You default in the performance of Your obligations under these terms and conditions;
c) You, if an individual, commit an act of bankruptcy; or, if You are a corporation, becomes subject to external administration or passes a resolution to wind up,
then in addition to any other rights Universal Safety Wellness has:
a) You shall be in breach of these terms and Conditions and Universal Safety Wellness shall be entitled to treat the whole of the Scope of Works repudiated;
b) Universal Safety Wellness may refuse to supply any of the Services to You.
c) Any licence provided to you under this Agreement for Our Intellectual Property is immediately revoked and all Products containing our Intellectual Property must be destroyed.
Universal Safety Wellness may elect to seek relief through the courts or through a debt recovery service to recover the money.
You shall pay all of Universal Safety Wellness’ collection costs, including solicitor fees and related costs.
Universal Safety Wellness shall be immediately entitled and without liability terminate or suspend the provision of future Products and Services, in accordance with these terms and conditions, to You in the event of default by You.
Should you have purchased a Subscription Service and this Agreement terminated for whatever reason all Fees for the entire fixed term of the Subscription Service will be due immediately regardless of the Agreement for the Services terminating.
Refunds will not be provided for our Products or Services unless required by law (Australian Competition and Consumer Law 2010 ), including where you purchased a Subscription Service but We have terminated such Service due to your fault or breach of this Agreement.
8.0 Obligations – Scope of Works
Upon Your acceptance of the Scope of Works and the completion of the Services, You agree to pay Universal Safety Wellness’ invoice in a timely manner.
If requested by Universal Safety Wellness, You will provide such information that Universal Safety Wellness requires in order to deliver the Services, including access to appropriate members of Your staff, records, information, technology, systems and premises. Universal Safety Wellness will rely on the accuracy of the information provided without independently verifying it. In the event that You become aware that the information You have provided Universal Safety Wellness is untrue, misleading or inaccurate, You must notify Universal Safety Wellness as soon as possible.
9.0 Intellectual Property
All Intellectual property in the Products and Services provided by Universal Safety Wellness is owned by Us.
In consideration of the Fees we grant you a non-transferable and non-exclusive licence in respect of Our Intellectual Property contained in our Products for your own use. You acknowledge that by using Our Products you are gaining direct access to our Intellectual Property.
After paying any and all Fees quoted by Us, you are permitted to review Our full range of Products and Services that are available on Our Site. At no point in time after paying Our Fees will you be considered the owner of any of our Products or Intellectual Property. We retain all ownership of Intellectual Property contained in our Products.
At no point, should Our conduct with you or your ability to use Our Products and Services be considered as Us granting you a licence or right to use Our Intellectual Property without our express written permission.
You are strictly prohibited from modifying, reproducing, re-publishing, sub-licencing, selling, uploading, broadcast or adapting of Our Intellectual Property to anyone other than your employees.
You acknowledge and agree that if We are made aware that you have distributed any of Our Intellectual Property to anyone other than your employees, We may take legal action against you and seek appropriate compensation.
If you become aware of any misuse of any of Our Intellectual Property or any security breach that could compromise the security or integrity of the Products or otherwise adversely affect Us, you will notify us immediately. We may suspend your rights to use the Products until the misuse or security breach is remedied.
Other than as expressly provided for in this Agreement or as permitted by non-excludable laws, You will not adapt, modify, copy or otherwise deal with our Products and in any manner whatsoever, including reverse engineering.
Without limiting the foregoing, if You modify or adapt Our Intellectual Property, with or without our consent, you agree to take all steps, and to cooperate with Us, to assign such adaptation or modification back to us. You indemnify Us from any losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings of any kind (including legal fees and expenses on an indemnity basis) which We may suffer as a result of any breach You have made under these
10.0 Moral Rights
You acknowledge that under Part IX of the Copyright Act 1968 we hold moral rights in any original work which we have created, conceived or designed including:
a) the right to retain credit for creating the work;
b) the right not to have the work credited by some other party; and
c) the right to integrity of authorship – that is, not to have the work subjected to derogatory treatment.
You agree not to infringe on Our moral rights under Part IX of the Copyright Act.
This clause survives termination of this agreement
11.0 Cancellation due to Error
You acknowledge that despite our reasonable precautions, Products or Services may be listed at an incorrect price or with incorrect information due to a typographical error or like oversight. In these circumstances, we reserve the right to cancel the transaction, notwithstanding that your order has been confirmed and we have received your payment.
You acknowledge and agree that the Products and Services that We are providing are for general education and information purposes. Our desire in providing these Products and Services is that you will have the tools and knowledge to improve your business’ ability to make better, more effective and safer operational decisions.
Whilst We will work closely with you to help you get the most out of Our Products and Services, it is your sole responsibility as to how you implement the advice and strategies We provide.
We are unable to guarantee that the use of the Site will be uninterrupted or error free and you agree that use of the Site is at your sole risk.
We do not accept responsibility for any loss, damage, injury, expense or cost, however caused or incurred (including through negligence), which you may directly or indirectly suffer in connection with your use of Our Site or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through Our Site
We accept no responsibility for any equipment you use to access Our Site or any loss, damage, injury, expense or cost suffered to that equipment.
We are not liable for any loss resulting from any action taken or reliance made by you on any content posted by us. You should make your own inquiries and seek independent advice from relevant industry professionals before acting or relying on any content which appears on our Site
We do not accept any liability for the accuracy or content of any material posted or transmitted by other users to our Site. We are not liable for any loss resulting from any action taken or reliance made by you on any content posted by another user.
We do not accept any responsibility or liability for any content which you post or transmit to Our Site, nor do we accept any responsibility for any use or misuse which you or any other users or guests make of content which you post or transmit to Our Site.
If you download any content from our Site you acknowledge that we are not liable to you for any loss, damage, injury, expense or cost, however caused or incurred, arising from the downloading or subsequent use of the downloaded content.
To the extent permitted by law, any condition, warranty or statutory guarantee which would otherwise be implied or imposed into these terms and conditions is hereby excluded. Where legislation implies or imposes any condition, warranty or guarantee, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition, warranty or guarantee, that condition, warranty or guarantee will be deemed included but our liability will be limited for a breach of that condition, warranty or guarantee to one or more of the following: (a) if the breach relates to goods, (i) the replacement of the goods or the supply of equivalent goods, (ii) the repair of such goods, (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods or (iv) the payment of the cost of having the goods repaired; and (b) if the breach relates to services, (i) the supplying of the services again or (ii) the payment of the cost of having the services supplied again.
Universal Safety Wellness acknowledges that during the course of delivering the Products and Services to You Universal Safety Wellness may be exposed to personal or sensitive information. Universal Safety Wellness agrees that it will take all necessary steps to ensure that no personal or sensitive information is retained by Universal Safety Wellness unless explicitly requested by You in writing. If instructed by You to hold personal or sensitive information, that information is held in strict confidence and will not be divulged to any third parties except as may be required by law or judicial process. Universal Safety Wellness otherwise agrees to not retain any personal or sensitive information.
14.0 Delivery of Services
The Scope of Works provided by Universal Safety Wellness or the Site will confirm the date for the delivery of the Products and/or Services (scheduled date). Universal Safety Wellness reserves the right to cancel the scheduled date and reschedule for another day not less than three days before the scheduled date.
You must provide Universal Safety Wellness not less than three days notice if You wish to cancel or reschedule Your schedule date. If You do not provide sufficient notice or satisfactory reason for
cancelling or rescheduling Your scheduled date, You agree to pay Universal Safety Wellness’ full fee as noted in the Scope of Works.
In the event that Universal Safety Wellness can only provide the Services in stages, Universal Safety Wellness will provide invoices at the completion of each stage. Universal Safety Wellness reserves the right to cease delivering the Services until payment of any outstanding invoice is made.
The timeframe provided by Universal Safety Wellness for the full delivery of the Services is an estimate and Universal Safety Wellness is not liable for delivery of the Services not being completed within that timeframe in circumstances beyond their control. Upon the completion of the delivery of the Services, You must ensure that You are satisfied with the Services provided.
15.0 Limitation of Liability
This Agreement will not be read or applied so as to purport to exclude, restrict or modify all or any of the provisions of the Competition and Consumer Act 2010 (Cth) (“the Act”) (or The Australian Consumer Law (Qld) as contained in schedule 2 of the Act) or the Sale of Goods Act 1896 (Qld) or any other law which cannot be excluded, restricted or modified.
The liability of Universal Safety Wellness its servants, agents or sub-consultants to You arising out of the performance or non-performance of Goods and/or Services under the law of contract, tort or otherwise shall be limited to the lesser of:
a. $5,000; or
b. The cost of supplying the Services again.
For the purposes of this clause, Universal Safety Wellness contracts on its own behalf and on behalf of its servants, agents and sub-consultants.
You acknowledge and agree that neither Universal Safety Wellness, nor its servants, agents or sub-consultants, will be liable under the law of contract, tort or otherwise for economic loss, whether direct or consequential, suffered by You or any indirect or consequential loss of any kind suffered by You.
You acknowledge and agree that Universal Safety Wellness, does not give any warranty nor accept any liability in relation to the performance or non-performance of the Services, except to the extent, if any, required by the law or specifically provided for in the Terms and Conditions or the accompanying documents. If, apart from this clause, any warranty would be implied whether by law, custom or otherwise, that warranty is to the full extent permitted by law hereby excluded. Nothing in these Terms and Conditions shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any Servicepursuant to these Terms and Conditions of all or any of the provisions any relevant State or Territorial legislation which by law cannot be excluded, restricted or modified.
Notwithstanding, and without limiting the provisions of this clause, You acknowledge and agree that no servant, agent or sub-consultant of Universal Safety Wellness, will have any separate or individual liability to You. You agree that Universal Safety Wellness will not be liable for any loss or damage whether direct or indirect and whether economic or otherwise that may result in any loss of data contained in any goods You have provided Universal Safety Wellness in order for Universal Safety Wellness to provide the Services.
You indemnify Universal Safety Wellness from any losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings of any kind (including legal fees and expenses on an indemnity basis) which Universal Safety Wellness may suffer as a result of any breach or representation You have made under these terms and conditions.
Universal Safety Wellness will not be liable for any losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings of any kind as a result of You providing information or Goods required for Universal Safety Wellness to deliver the Services that is false, misleading, faulty / damaged untrue or incomplete.
17.0 Force majeure
Universal Safety Wellness will not be liable for any failure to deliver the Service to You when such failure is due to causes beyond Universal Safety Wellness’ reasonable control, including, but not limited to, acts of state or governmental authorities, Covid-19 related act, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, strikes, and prolonged shortage of energy. In the event of such delay, the date of delivery or completion of the Services shall be extended by a period of time reasonably necessary to overcome the effect of any such delay.
18.0 Governing Law
(a) This document is governed by and construed under the law in the State of Queensland.
(b) Any legal action in relation to this document against any party or its property may be brought in any court of competent jurisdiction in the State of Queensland.
(c) Each party, by execution of this document irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this provision in relation to both itself and its property.
Any failure by any party to exercise any right under this document does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.
Any provision of this document which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this document or the validity of that provision in any other jurisdiction.
21.0 Dispute Resolution
a) If there is a dispute or disagreement between Universal Safety Wellness and You arising in any way from or in relation to this Agreement, then Universal Safety Wellness and You will use all reasonable endeavours and reasonably appropriate alternative dispute resolution procedures as soon as possible before resorting to litigation.
b) Nothing in this clause prevents a party seeking urgent interlocutory relief from a court or requires that party to participate in an informal resolution process for longer than 30 days after the dispute has risen. You shall pay all sums not in dispute to Universal Safety Wellness.
22.0 Variation of Terms and Conditions
No purported variation of this Agreement will be effective unless it is in writing.
If any payment made by one party to any other party under or relating to this document constitutes consideration for a taxable supply for the purposes of GST or any similar tax, the amount to be paid for the supply will be increased so that the net amount retained by the supplier after payment of that GST is the same as if the supplier was not liable to pay GST in respect of that supply. This provision is subject to any other agreement regarding the payment of GST on specific supplies and includes payments for supplies relating to the breach or termination of, and indemnities arising from, this document.
24.0 Pre-contract Negotiations
a) expresses and incorporates the entire agreement between the parties in relation to its subject-matter, and all the terms of that agreement; and
b) supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject-matter or any term of that agreement.
This document may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same document.
26.0 Facsimile and Electronic Acceptance
The parties agree that where a facsimile and/or electronic copy has been executed by either or both parties such facsimile and/or electronic copy can be treated as though it were an original document or part of this Deed.