Terms and conditions

UNREIL STUDIOS PTY LTD (ACN 668 260 526) – TERMS AND CONDITIONS

Our Disclosures:

Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:

· We offer Membership products. A minimum term will apply to your Membership, as set out in your Account.

· All of our non-Membership products on the Site are subject to availability. Due to market conditions outside our control, sometimes we will need to substitute certain products in your order.

· We may cancel, at any time before delivery and for whatever reason, an order that we have previously accepted. Where we do so, we will refund you using the original payment method used for the order.

· We may need to change the Membership Fees from time to time. If we change the Membership Fees, we will provide you with 30 days’ notice of the change. After 30 days’, we will apply the Membership Fees to your existing payment details for all future orders. If you do not agree with the new Membership Fees, you may cancel your Membership in accordance with these terms.

· Our liability under these terms is limited to the Membership Fees or Price paid by you for the products the subject of the relevant claim, and we will not be liable for consequential loss.

Nothing in these terms limit your rights under the Australian Consumer Law.

1 Introduction

(a) This website www.unreilstudios.com.au (Site) is operated by Unreil Studios Pty Ltd (ACN 668 260 526) (we, our or us). These terms and conditions (Terms) are between us and you, the person placing an order for products through the Site.

(b) You agree that we may vary these Terms, the Membership inclusions or the Membership Fees at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to these Terms, the Membership inclusions or the Membership Fees, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 12(c) will apply.

2 Use of the Site

(a) You accept these Terms by placing an order via the Site.

(b) You must not use the Site and/or place an order for products through the Site unless you are at least 18 years old.

(c) When using the Site, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(1) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;

(2) using the Site to defame, harass, threaten, menace or offend any person;

(3) using the Site for unlawful purposes;

(4) interfering with any user of the Site;

(5) tampering with or modifying the Site (including by transmitting viruses and using trojan horses);

(6) using the Site to send unsolicited electronic messages;

(7) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Site; or

(8) facilitating or assisting a third party to do any of the above acts.

3 Accounts

(a) You must create an account in order to purchase Membership products from us (Account). You may purchase non-membership products including music accessories from us without an Account or you may choose to create an Account.

(b) You must ensure that any personal information you give to us when creating an account is accurate and up-to-date. All personal information that you give to us will be treated in accordance with our Privacy Policy.

(c) It is your responsibility to keep your account details confidential. You are responsible for all activity on your account, including purchases made using your account details.

4 Membership Products

(a) Once you have created your Account, you may choose a membership product (Membership).

(b) The Membership tiers we offer will be set out on the Site, including details of each Membership tier’s inclusions and exclusions, Membership fees (Membership Fees) and a minimum Membership term (Membership Period). By purchasing a Membership, you will be able to access our Membership platform (Platform) and discount codes for our products including musical and performance equipment, and any other inclusions we offer from time to time. For example, concert tickets or high value or rare second-hand musical items, and access to book rehearsal studios and events from our partners as displayed on the Site or your Account.

(c) As a Membership holder, you may also be able to enter trade promotions we run from time to time as set out on your Account. Any entries that you are eligible for will be set out on the Site and your Account.

(d) If you select a Membership with a monthly Subscription Period and includes entries to our trade promotions which accrue on a monthly basis, for every month you hold an active Membership you will be awarded additional entries into each draw for that month as set out on the Site and on your Account.

(e) If you select a Membership with an annual Subscription Period, you will receive a total recurring number of entries to our trade promotions per draw as set out on the Site and on your Account.

(f) During the Membership Period, you will be billed for the Membership Fees on a recurring basis, as set out on our Platform (Billing Cycle).

(g) Your Membership can be upgraded or downgraded at any time through your Account. Any upgrades to your Membership will take effect immediately (and you will be charged the difference between your current Membership and your new Membership on a pro-rata basis). Any downgrades to your Membership will take effect from the beginning of the next Membership Period.

(h) You will be billed for any Membership Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Membership Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Site).

(i) You must not pay, or attempt to pay, any Membership Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Membership tier, and you confirm that you are either the holder or an authorised signatory of that bank account.

(j) Renewal: If you select a Membership with a monthly Membership Period, your Membership will automatically renew until cancelled or terminated in accordance with clause 4(k) or clause 12. If you select a Membership with an annual Membership Period, Membership continues for the Membership Period and will not automatically renew at the end of the Membership Period. If you wish to sign-up for a new Membership at the end of the Membership Period, you may do so through your Account or on the Site. You will otherwise lose access to your Membership in accordance with clause 12(c).

(k) Cancellation: Your Membership continues for the Membership Period. If you wish to cancel your Membership, you may do so through your Account and must provide us with at least 2 business days’ notice prior to your next Membership Period. Your cancellation will take effect at the end of your current Membership Period, and your Membership will not be renewed (meaning you will need to continue paying all Membership Fees due up until your current Membership Period ends).

(l) Termination: At our sole discretion, we may suspend your Account or terminate these Terms immediately if you are in breach of these Terms (including for non-payment of our Membership Fees), any applicable laws, regulations or third-party rights. We may also terminate your Membership without cause by giving you 30 days’ notice. If we do so, we will refund to you any Membership Fees paid in advance by you in connection with the unused portion.

5 Product Orders

(a) You may order products from us as set out on the Site. If you place an order for products on our Site, you are making an order to purchase the product(s) for the price listed on the Site (including the delivery fees or other applicable charges and taxes)(Order).

(b) We may, at our absolute discretion, accept or reject an order. If we need to reject your order, we will notify you within a reasonable time after your order is placed. Once we accept an order, a binding agreement is formed for the supply of products to you in accordance with these Terms.

(c) It is your responsibility to check the order details, including selected products, delivery details and pricing, before you submit your order through the Site.

(d) When you order and pay on the Site and your payment has been validated, we will provide you with an order confirmation email, which may include an order number, an order ID, the delivery and billing addresses and a description of what was ordered.

(e) All purchases made through the Site are subject to availability. We do our best to keep products in stock and to keep the Site up to date with the availability of products.

(f) If a product is available for pre-order only (it is not currently in stock), this will be clearly indicated on our Site. We may display the date that the product is expected to be available for dispatch to you. These dates are an approximation only, and we will not be liable for any delay in the product being available for dispatch or the inaccuracy of the date.

(g) We may cancel, at any time before delivery and for whatever reason, an order that we have previously accepted, including where there is a considerable delay in dispatching your order, if for any reason we cannot supply the products you order (for example for an event beyond our reasonable control) or if products ordered were subject to an error on our Site (for example in relation to a description, price or image). We will contact you using the details you provided when you placed your order.

6 Price and payments for Orders

(a) You must pay us the purchase price of each product in your Order, plus any applicable delivery costs as set out on the Site (the Price) in accordance with this clause. All amounts are stated in Australian dollars and Australian GST (where applicable) will be set out separately.

(b) You must pay the Price upfront using one of the methods set out on the Site.

(c) You must not pay, or attempt to pay, the Price by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

(d) The payment methods we offer are set out on the Site. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

(e) We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

(f) We may from time to time issue promotional discount codes for certain products on the Site.

(g) To redeem the promotional discount code, you must enter the code into your account, and the discount will be applied to your next order.

(h) The conditions of use relating to promotional discount codes will be set out on the Site. We may also from time to time run competitions on the Site or on social media. These competitions are subject to terms and conditions which will be made available on the Site at the time of the competition.

7 Delivery, title and risk (if applicable)

(a) If possible we will deliver the products to the delivery address you provide when making your order. We currently deliver to areas as set out on the Site. Please refer to the delivery information on the Site to ensure you are in our delivery area. If you are not in our delivery area please contact us to discuss delivery options.

(b) If you need to change the delivery day or delivery address, please notify us immediately in writing.

(c) We deliver the products using a range of delivery methods. You may need to sign for some deliveries. If neither you nor your authorised representative is at the delivery address to accept delivery, you agree that we may leave the products at your premises.

(d) Risk in the products will pass to you as soon as they are delivered to the delivery address you provided in your order.

8 Returns

(a) We offer exchanges (subject to stock availability) or refunds of products for change of mind where we determine (at our absolute discretion):

(1) you have provided the proof of purchase and you purchased the products within 14 days prior to the request for an exchange or refund;

(2) the products are in their original condition and have not been used, worn, damaged, tampered with, altered, connected, installed or attempted to be connected or installed;

(3) the products are in their original undamaged packaging with all product tags still intact;

(4) the products are not sale items, custom-made, special buy products or gift vouchers; and

(5) a return and exchanges form has been completed.

(b) We will not cover the costs of delivery or re-delivery for a change of mind return. You must cover these yourself.

(c) You may have rights under the Australian Consumer Law (see below) in addition to this clause.

9 Australian Consumer Law

(a) We do not accept returns for change of mind for our Membership Products.

(b) Nothing in these Terms attempts to modify or exclude the conditions, warranties and undertakings, and other legal rights, under the Australian Consumer Law (Consumer Law Rights). In Australia, our goods come with guarantees which cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Any and all other warranties or conditions which are not guaranteed by the Australian Consumer Law are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.

(c) Where you return products for an Order to us to seek an Australian Consumer Law remedy, you will need to cover any associated costs (for example delivery costs) of you returning the products to us.

(d) Where your claim is a valid claim under the Australian Consumer Law, we will refund your return delivery costs and, depending on the failure, either dispatch a new or repaired replacement product or refund you the Price of the relevant product. Please contact us for further information.

10 Limitations

(a) Despite anything to the contrary, but subject to your Consumer Law Rights, to the maximum extent permitted by law:

(1) neither Party will be liable for Consequential Loss;

(2) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party, including any failure by that Party to mitigate its losses; and

(3) our aggregate liability for any Liability arising from or in connection with the Terms (including the products and/or the subject matter of the Terms) will be the portion of the Price paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (and where there has been less than 12 months of the Price paid, an amount equal to 12 months of the Price calculated on a pro rata basis having regard to the amount of the Price paid and the period of time)

(b) You agree that any information contained on the Site and any materials provided with our products (collectively Materials) are provided for general information purposes only and do not take into account your personal circumstances. The Materials are not intended to be advice and they are not intended to be a substitute for professional medical advice. Our products are not intended to diagnose, treat, cure, or prevent any disease or condition and you are solely responsible for determining the suitability of our products for your circumstances and your reliance on the Materials is at your own risk. If you have an existing health condition, we recommend you consult a medical professional before using our products. Use of our products and/or the Materials does not establish a doctor-patient relationship.

11 Intellectual property

(a) You acknowledge and agree that any intellectual property (including copyright and trademarks) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Site, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.

(b) We authorise you to use Our Intellectual Property solely for your own personal, non-commercial use, and in the manner in which it was intended to be used.

(c) You must not use Our Intellectual Property for commercial purposes, including, for example, to advertise your own business, for re-sale, or for any other revenue generation activity.

(d) You must not, without our prior written consent:

(1) copy, in whole or in part, any of Our Intellectual Property;

(2) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(3) breach any intellectual property rights connected with the Site or the products, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.

(e) Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(1) you do not assert that you are the owner of Our Intellectual Property;

(2) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

(3) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

(4) you comply with all other terms of these Terms.

12 Termination

(a) A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(1) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 business days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(2) the Defaulting Party is unable to pay its debts as they fall due.

(b) Should we suspect that you are in breach of these Terms, we may suspend your access to your Account while we investigate the suspected breach.

(c) Upon expiry or termination of your subscription:

(1) we will remove your access to your Account and your Account will be deleted;

(2) where we terminate your Membership as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees;

(3) where termination is due to our breach of these Terms or termination by you in accordance with 1(b), we agree to refund you for any prepaid and unused part of the Membership Fees on a pro-rata basis less any discount you received for purchase of an annual Subscription Period.

(d) Termination of a Membership will not affect any rights or liabilities that a Party has accrued under these Terms.

(e) This clause will survive the termination or expiry of your subscription.

13 Content you upload

(a) We encourage you to interact with the Site and with us on social media! You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on the Site. We may run campaigns via the Site and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).

(b) If you make any User Content available on or through the Site, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Site and our social media platforms. You may request that any of your User Content is removed from the Site or social media by sending us an email to the address at the end of these Terms. We will endeavour to action any removal requests within a reasonable time.

(c) You agree that you are solely responsible for all User Content that you make available on or through the Site, including on social media using a Tag. You represent and warrant that:

(1) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(2) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d) We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

14 General

(a) Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

(b) Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you submitted your order or in your account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

(c) Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

(d) Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notified the other Party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

(e) Feedback and complaints: We are always looking to improve our services. If you have any feedback or a complaint, please notify us on our contact details below and we will take reasonable steps to address any concerns you have.

(f) Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.

(g) Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts..

15 Definitions

(a) Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probably results of the relevant breach, act or omission, and/or, any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Price under these Terms will not constitute “Consequential Loss”.

(b) Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.

(c) Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgement (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions and notices, please contact us at:

Unreil Studios Pty Ltd (ACN 668 260 526)

Email: contact@unreilstudios.com.au