Terms & Conditions

Definitions

1. In these Terms and Conditions, “we” “us” and “our” refers to and is interchangeable with Morelly Pty Ltd and Morelly®. 
2. “You”, “your”, and “the client” refers to the entity engaging with Morelly®.
3. “the parties” refers jointly to Morelly® and the entity engaging with Morelly®.
4. “Content”, “services”, “products”, and “goods” are interchangeable and relate to the information and offerings Morelly® provides.
5. Use of the words "herein", "hereof", "hereto" and the like in these Terms and Conditions shall be construed as references to these Terms and Conditions as a whole and not to any particular Article, Section or provision, unless otherwise noted.

Amendments

6. We reserve the right to amend this Notice at any time and your continued use of our content, services or products following any amendments will represent your agreement to be bound by these Terms and Conditions as amended.  We therefore recommend that each time you access our website or engage with Morelly® for a product you read these Terms and Conditions.

Engagement

7. Your access to and use of all information and offerings pertaining to our content, services, and products, including any purchases of our content, services, or products, is subject to the Terms and Conditions provided herein. 

Authority to Bind

8. When engaging with any commercial content, service, or product Morelly® offers you represent and warrant that you have the authority of your entity (Sole trader, Partnership, Company etcetera) to bind that entity to these Terms and Conditions and any subsequent product specific agreements relevant to the services you have engaged Morelly® to undertake.

Relationship

9. Morelly® is agreeable to providing our content, services, and products to the client on the Terms and Conditions set out herein as well as the Terms and Conditions set out in any relevant subsequent product specific agreement(s).
10. You are of the opinion that Morelly® has the necessary qualifications, experience, and abilities to provide our content, services, and products under the Terms and Conditions set out herein as well as the Terms and Conditions set out in any relevant subsequent product specific agreement(s).

Content and Intellectual Property

11. When you access our content, including our website, we give you a limited licence to access and use the information provided for personal use.
12. You are permitted to download a copy of the information to your computer for your personal use only provided that you do not delete or change any copyright symbol, trade mark or other proprietary notice. Your use of our content in any other way infringes our intellectual property rights.
13. Except as permitted under the Copyright Act 1968 (Cth), you are not permitted to copy, reproduce, republish, distribute or display any of the information supplied my Morelly® without our prior written permission.
14. The copyright to all content publicly presented by Morelly® including applets, graphics, images, layouts and text belongs to us or we have a licence to use those materials.
15. All trade marks, brands and logos generally identified either with the symbols TM or ® which are used on this website are either owned by us or we have a licence to use them. Your access to our website does not license you to use those marks in any commercial way without our prior written permission.
16. Any comment, feedback, idea or suggestion (called “Comments”) which you provide to us through our interactions, including postings to our website becomes our property. If in future we use your Comments in promoting our website or in any other way, we will not be liable for any similarities which may appear from such use. Furthermore, you agree that we are entitled to use your Comments for any commercial or non-commercial purpose without compensation to you or to any other person who has transmitted your Comments.
17. If you provide us with Comments, you acknowledge that you are responsible for the content of such material including its legality, originality and copyright.
18. The licence to access and use the information provided in our content does not include the right to use any data mining robots or other extraction tools. The licence also does not permit you to white label, metatag, mirror, or present as your own any of our content or website without our prior written permission. We reserve the right to serve you with notice if we become aware of your white labelling, meta tagging, or mirroring of our content without permission.
19. We take all due care in ensuring that our accessible content is free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your computer or broader systems which arises in connection with your use of our content.
20. Our content may from time to time contain links to other websites and content. Such links are provided for convenience only and we take no responsibility for the content and maintenance of or privacy compliance by any linked provider. Any hyperlink on our website or link to another provider does not imply our endorsement, support, or sponsorship of that provider nor of the information and/or products which they provide.
21. Whilst we have taken all due care in providing the information we present publicly, including on our website, we do not provide any warranty either express or implied including without limitation warranties of title or implied warranties of merchantability or fitness for a particular purpose.
22. To the extent permitted by law, any condition or warranty which would otherwise be implied into these Terms and Conditions is excluded.

Products and Services

23. You accept that any purchase of our products or approval of any Indications, or Quotes amounts to approval of these Terms and Conditions and any corresponding product agreement.
24. You accept that Invoices issued for agreed work, where you have waived the need for any indication, estimate, or quote amounts to approval of these Terms and Conditions and any corresponding product agreement.
25. We endeavour to ensure that our product list is current however we give no undertaking as to the availability of any product advertised on our website.
26. We strive to ensure that our products are described as accurately as possible, however we do not warrant that the description is accurate. Where we become aware of any misdescription, we reserve the right to correct any error or omission.
27. Images have been provided for illustrative purposes only and we do not guarantee that any image will reproduce in true colour nor that any given image will reflect or portray the full design or options relating to that product.
28. When you order from us, we require you to provide your name, address for delivery, your email address, telephone contact and credit card/direct debit details, and other reasonable identifying information. We undertake to take due care with this information; however in providing us with such information you accept that we are not liable for its misuse due to error in transmission or virus or malware.

Payment and Ownership

29. We require your credit card and/or direct debit authority on file. Morelly® maintains the right to satisfy outstanding balances owed by processing payments through these facilities. It is your obligation to ensure your credit card/direct debit authority remain current. At our sole discretion, Morelly® can choose not to enforce its rights under this clause. Such waiver is limited in scope and duration and does not render this clause null and void. Morelly® can exercise its rights under this clause at any time without impediment.
30. Payment terms vary by product and will be set out in the respective product agreement.
31. Unless otherwise noted by Morelly®, by completing a purchase online you accept payment in advance terms beyond the standard respective Product Agreement payment terms. You are still bound to the respective Product Agreement payment terms should additional payments be required under that agreement.
32. By approving any indications, or quotes you agree to the payment terms set out in the respective product agreement(s) for the products and services you are agreeing to engage Morelly® for.
33. Where you have waived the need for any indication, or quote you agree to the payment terms set out in the respective product agreement(s), and the payable figure set out in the relevant Invoice(s), for the products and services you are agreeing to engage Morelly® for.
34. You accept that any purchase of our products or request for Morelly to commence work amounts to your agreement to pay in full all monies owed for said products as set out by Morelly® in the approved Indications, Quotes, respective Product Agreements, or invoices relating to the delivery of said products.
35. Where an outstanding balance remains unpaid, until such time as the balance is satisfied, Morelly® retains ownership of all intellectual property, digital and physical assets including hardware and other goods relating to the product or service provided.
36. If payment is not satisfied within the payment terms set out for each product or service Morelly® reserves the right to enter any virtual or physical premises (including the premises of any associated company or agent) to retake possession of the goods, without liability for trespass or damage. If you resell the goods, or if you sell products or services manufactured using the goods, then you must keep the proceeds of the sale in a separate, identifiable account until we have been paid in full."
37. We reserve, at our sole discretion, the right with or without notice to offer, alter, or limit trade credit terms.

Order Cancellation

38. We undertake to accept or reject your order within Seven (7) days. If we have not responded to you within Seven (7) days, your offer is deemed to be rejected. We are not required to give reasons for rejecting your offer to purchase however the most likely reason for rejecting your offer will be that we do not currently have capacity or that product in stock.
39. Where a product has been listed at the incorrect price or with incorrect descriptive information or image due to typographical error or similar oversight, we reserve the right to cancel a transaction. Where your credit card has been charged, we will refund your credit card for the total amount debited as soon as practicable.

Postage

40. Where applicable packaging and postage is an additional charge.
41. All risk of loss or damage to the goods passes to you when we despatch the goods.

Reimbursement of Expenses

42. Morelly® will be reimbursed from time to time for reasonable and necessary expenses incurred by us in connection with providing our services to you.

Interest on Late Payments

43. Interest payable on any overdue amounts is charged at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

Currency

44. Except as otherwise stipulated , all monetary amounts referred to in our content are in Australian Dollars (AUD) and are exclusive of GST. We endeavour to ensure our price list is current however, If you have placed an order, we reserve the right to cancel your order should our prices change.

Performance

45. The parties agree to do everything necessary to ensure that the Terms and Conditions set out here take

Confidentiality

46. Confidential information (the "Confidential Information") refers to any data or information relating to our business or your business which would reasonably be considered to be
47. The parties agree to not disclose, divulge, reveal, report or use, for any purpose, any confidential information obtained throughout the parties relationship, except as authorised by the respective party or as required by The obligations of confidentiality will apply indefinitely upon receipt of any confidential information.

Independence

48. In providing Services to the client it is expressly agreed that Morelly® is acting as an independent contractor and not as an employee. Morelly® and the Client acknowledge that these Terms and Conditions, or any subsequent agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Substitution

49. Except as otherwise provided, Morelly® may, at our absolute discretion, engage a third party sub-contractor to perform some or all of our obligations in relation to work undertaken for you.
50. You agree you will not hire or engage any third parties to assist with the provision of the Services Morelly® provide without our express written permission.
51. In the event that Morelly® hires a sub-contractor:
    1. Morelly® will pay the sub-contractor for its services and the Compensation will remain payable by the Client to Morelly®.
    2. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Morelly®.

Autonomy

52. Except as otherwise provided in a subsequent agreement, Morelly® will have full control over working time, methods, and decision making in relation to the provision of any product or services you engage with Morelly® to complete. Morelly® will work autonomously and not at the direction of the Client. However, Morelly® will be responsive to the reasonable needs and concerns of the Client.

Equipment

53. Except as otherwise provided in a subsequent relevant agreement, Morelly® will provide at our own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.

Exclusivity

54. the Parties acknowledge that under these Terms and Conditions, except where provided in any relevant subsequent agreement, the parties relationship is non-exclusive and either Party will be free, during and after the term, to engage or contract with third parties for the provision of services similar to the Services offered by Morelly®.

Notices

55. All notices, requests, demands or other communications required, permitted by, or related to the Terms and Conditions herein, will be given in writing and delivered to the Parties at the following addresses
    1. legal@morelly.com.au
    2. The email address of the client collected in the course of engaging with Morelly®, unless amended by either party and confirmed by Morelly® in writing.

Indemnification

56. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns. This indemnification in these Terms and Conditions survive indefinitely subject to the Terms in clause.

Enurement

57. These Terms and Conditions will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles and Headings

58. Headings are inserted for the convenience of readability only and are not to be considered when interpreting these Terms and Conditions

Gender

59. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Jurisdiction

60. These Terms and Conditions are to be governed by and construed in accordance with the laws of New South Wales and any claim made by either party against the other which in any way arises out of these Terms and Conditions will be heard in New South Wales and you agree to submit to the jurisdiction of those Courts.
61. If any provision in these Terms and Conditions is invalid under any law the provision will be limited, narrowed, construed or altered as necessary to render it valid but only to the extent necessary to achieve such validity. If necessary the invalid provision will be deleted from these Terms and Conditions and the remaining provisions will remain in full force and effect.

Severablity

62. In the event that any of the provisions of these Terms and Conditions are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Terms and Conditions.

Waiver

63. The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Terms and Conditions herein by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Statutory Guarantees and Warranties to Consumers

64. Schedule 2 of the Competition and Consumer Act 2010 (“C&C Act”) defines a consumer. Under the C&C Act we are a supplier of either goods or services or both to you, and as a consumer the C&C Act gives you statutory guarantees. Attached to the Standard Terms and Conditions are:-
    1. Schedule 2 of the C&C Act; and
    2. Those statutory guarantees, all of which are given by us to you if you are a consumer.
65. If you are a consumer within the meaning of Schedule 2 of the C&C Act of our goods or services then we give you a warranty that at the time of supply of those goods or services to you, if they are defective then:-
    1. We will repair or replace the goods or any part of them that is defective; or
    2. Provide again or rectify any services or part of them that are defective; or
    3. Wholly or partly recompense you if they are defective.
66. As a consumer under the C&C Act you may be entitled to receive from us notices under Schedule 2 section 103 of the C&C Act. In that regard:-
    1. If you are a consumer within the meaning of Schedule 2 of the C&C Act and the goods or services we are providing relate to the repair of consumer goods then we will give you any notice which we are obliged to give you under Schedule 2 section 103 of the C&C Act.
    2. If we are a repairer of goods capable of retaining user-generated data then we hereby give you notice that the repair of those goods may result in the loss of the data.
    3. If we are a repairer and our practice is to supply refurbished goods as an alternative to repairing your defective goods or to use refurbished parts in the repair, then we give you notice that the goods presented by you to us for repair may be replaced by refurbished goods of the same type rather than being repaired. We also give you notice that we may use in the repair of your goods, refurbished parts.

Limitation of Liability

67. If you are not a consumer within the meaning of Schedule 2 of the C&C Act then this clause applies to you. If you are a consumer within the meaning of the C&C Act then this clause has no effect whatsoever to in any way limit our liability or your rights. If you are not a consumer:-
    1. To the full extent permitted by law, our liability for breach of an implied warranty or condition is limited to the supply of the services again or payment of the costs of having those services supplied again.
    2. We accept no liability for any loss whatsoever including consequential loss suffered by you arising from services we have supplied.
    3. We do not accept liability for anything contained in the post of a user or in any form of communication which originates with a user and not with Us.
    4. We do not participate in any way in the transactions between our users.

 

Privacy

1. We undertake to take all due care with any information which you may provide to us when accessing our website. However we do not warrant and cannot ensure the security of any information which you may provide to us. Information you transmit to us is entirely at your own risk although we undertake to take reasonable steps to preserve such information in a secure manner.
2. Our compliance with privacy legislation is set out in our separate Privacy Policy which may be accessed here or from our website footer.