TERMS AND CONDITIONS 

Flow Local (Operations) Pty Ltd ACN 618 210 441 T/A Flow Local ABN 22 618 210 441. 

INTRODUCTION 

            A. These Terms and Conditions form part of the Subscription Agreement (“Agreement”) between you as a customer (“Customer”) and Flow Local (Operations) Pty Ltd                ACN 618 210 441 T/A Flow Local ABN 22 618 210 441 under which Equipment may be rented and Products may be purchased by the Customer from time to time. 

            B. By entering into the Subscription Agreement, you warrant your acceptance of and agree to be bound by the terms and conditions as set out below. 

OPERATIVE PART 

       1. Meaning of words

        In this agreement:

            (a) Agreement means the Subscription Agreement which incorporates these Terms and Conditions;

            (b) Business Days means business days in New South Wales, Australia;

            (c) Commencement Date means the date the Customer enters into the Subscription Agreement; 

            (d) Customer or you means any person who acquires the Equipment and services from Flow Local under the terms of the Agreement; 

            (e) Equipment means returnable spring water bottles, spring water coolers, filtered water coolers, and any other equipment rented to the Customer by Flow Local                    from time to time; 

            (f) Fee and Fees means the fees payable by the Customer for the purchase of the Products and the hiring of the Equipment as set out in the Subscription Agreement; 

            (g) Flow Local, we, us and our refer to Flow Local ABN 22 618 210 441 and any of its related bodies corporate to which this agreement applies; 

            (h) GST has the meaning it has in the GST Act; 

            (i) GST Act means the A New Tax System (Goods and Services) Tax Act 1999 (Cth); 

            (j) GST Exclusive Consideration means any consideration payable under this Agreement that does not include an amount referable to as GST; 

            (k) Notice includes a disclaimer, a disclosure or other statement and a consent provided in writing; 

            (l) Product means spring water, water dispensers, Flow Local branded bottles, coffee machines and any other products or consumables sold to the Customer by Flow             Local from time to time; 

            (m) PPSA means the PPS Act and any other legislation and regulations in respect of it and the following words in used in this Subscription Agreement have the             respective meanings given to them in the PPS Act: collateral, financing change statement, financing statement, interested person, purchase money security interest,             register, registration, security agreement, security interest and verification statement. 

            (n) PPS Act means the Personal Property Securities Act 2009 (Cth) (as amended). 

            (o) PPS Register means the Personal Property Securities Register created pursuant to the PPSA. 

            (p) Related body corporate has the meaning given in the Corporations Act 2001 (Cth); and 

            (q) the singular includes the plural and vice versa. 

       2. Commencement of Agreement

            (a) The commencement date of this Agreement is the date the customer entered into the Subscription Agreement. 

       3. Term

            (a) This Agreement will remain in force for a period of 36 months from the date that the Customer enters into the Agreement (“Term”); 

            (b) At the end of the Term, this Agreement will automatically renew for a further 36 months unless the Agreement is terminated by the Customer in writing no less than             30 days’ before the end of the Term; and 

            (c) If the Customer returns the Equipment before the expiration of the Agreement, the Customer acknowledges that they remain liable to pay Flow Local all             outstanding Fees that would otherwise have become due and payable if the Agreement had reached the conclusion of the Term. 

       4. Usage and Retention of Title

            (a) The Customer warrants that the Flow Local Equipment will be used solely for the purpose of using and dispensing the Products supplied by Flow Local. At no time             are Flow Local bottles or dispensers to be used with any other liquid or substance (including tap water); 

            (b) Any Equipment which is damaged, misplaced, or misused will incur replacement charges as outlined in the Agreement; 

            (c) Title in the Equipment is retained by Flow Local at all times. Flow Local expressly reserves the right to recover the Equipment in the event the Customer commits             or permits any one of more of the following: (i) the Customer fails to abide by any material term of this Agreement; 

                (ii) any act of bankruptcy or insolvency; 

                (iii) the appointment of a receiver or administrator or other custodian (either) temporary or permanent) to the Customers business or any part of the Customers                 assets; 

                (iv) makes and assignment for the benefit of creditors or makes any composition or arrangement with such creditors; or

                (v) fails to pay the Fees.

            (d) The Customer consents to Flow Local affecting and maintaining registration on the PPS Register (in any manner Flow Local considers appropriate) in relation to any             security interest contemplated or constituted by this Subscription Agreement in the Equipment and the proceeds arising in respect of any dealing in the Equipment             and the Customer agrees to provide all reasonable assistance and information (where legally permissible) to Flow Local required to facilitate the registration and             maintenance of any security interest; 

            (e) Flow Local may at any time register a financing statement or financing change statement in respect of a security interest (including any purchase money security             interest) in relation to the Equipment. The Hirer waives the right to receive notice of a verification statement in relation to any registration on the register of a security             interest in respect of the Equipment. 

            (f) The Customer undertakes to: (i) do anything (in each case, including providing any information where legally permissible) that is reasonably required by Flow Local             so that Flow Local acquires and maintains one or more perfected security interests under the PPSA in respect of the Equipment and its proceeds; 

                (ii) to register a financing statement or financing change statement; 

                (iii) to ensure that Flow Local’s security position, and rights and obligations, are not adversely affected by the PPSA; 

                (iv) not register a financing change statement in respect of a security interest contemplated or constituted by this Subscription Agreement without Flow Local’s prior                 written consent; and 

            (v) not register a financing statement or a financing change statement in relation to the Equipment in favour of a third party without Flow Local’s prior written consent. 

            (g) This Subscription Agreement is a security agreement for the purposes of the PPS Act. 

            (h) In the circumstances contemplated above, Flow Local expressly reserves the right to immediately terminate the Agreement, and demand immediate payment of             all Fees currently owing under the Agreement. 

       5. Warranty and Limitation of Liability

            (a) To the extent permitted by law, Flow Local excludes all warranties and conditions express or implied by statute or otherwise; 

            (b) The Customer agrees that Flow Local’s liability for a breach of a condition or warranty implied by law or otherwise which cannot be excluded, is limited to the             extent possible, at the discretion of Flow Local, to;

                (i) supplying the Products or Equipment again; or 

                (ii) supplying the equivalent Products or Equipment. 

            (c) Neither Flow Local, or its employees, agents or officers are liable to you for any direct or indirect loss, harm or liability, or any costs, charges or expenses you or a             third party may incur, however it arises; and 

            (d) This limitation exists whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise. 

       6. Indemnity

            (a) You agree to indemnify, and hold us harmless from any claims, actions, damages or demands relating to or arising out of your use of the Products and the             Equipment including:

                (i) the use or misuse of the Equipment by you; 

                (ii) any violation of this Agreement by you; 

                (iii) any violation of third party rights by you; and 

                (iv) any unlawful, wilful or negligent act or omission by you. 

       7. Information About You & Your Privacy

            (a) We may collect personal information about you, including your payment details. Ordinarily, we tell you the purposes for which we collect information when it is             collected. As a general rule, we only collect such information which is necessary for us to provide our Products and Equipment to you or to maintain our relationship             with you. 

            (b) Our Privacy Policy available at flowlocal.com.au/privacy sets out how we collect and deal with personal information. Our Privacy Policy forms part of this             Agreement, and if inconsistent with this Agreement, this Agreement will take precedence. 

            (c) You agree that the personal information may be used by us to: (i) verify your identity; 

                (ii) price and design products and services; 

                (iii) assist you to subscribe to products and services; 

                (iv) provide the products and services you require; 

                (v) notify you of new or changed services; 

                (vi) manage our relationship with you; 

                (vii) administer, improve and manage Flow Local’s Products and Equipment, including charging, billing and collecting debts; 

                (viii) conduct appropriate checks for credit-worthiness and for fraud; 

                (ix) research and develop our products and services; 

                (x) gain an understanding of your needs in order to provide you with a better service and products; 

                (xi) carry out marketing or training; and 

                (xii) comply with the laws and regulations in applicable jurisdictions.

            (d) We may exchange your personal information with our related bodies corporate. We and our related bodies corporate may use the personal information for any of             the purposes mentioned in clause 9(c); 

            (e) We may also disclose the personal information, as appropriate, to: (i) our employees, assignees, agents, referred service providers, contractors and external             advisers; 

                (ii) organisations which verify your identity; 

                (iii) your agents, advisers, referees, executor, administrator, trustee, the beneficiary of any trust of which you are a trustee, your guardian, attorney or franchisor; 

                (iv) law enforcement, regulatory and government bodies; 

                (v) your and our auditors, insurers or prospective insurers and their underwriters; 

                (vi) any person we consider necessary to execute your instructions; and 

                (vii) other organisations (and their agents) with whom we have arrangements for the supply and marketing of our respective products and services. 

            (f) From time to time we may send your information overseas, including to overseas service providers or other third parties who operate or hold data outside Australia.             Where we do this, we make sure that appropriate data handling and security arrangements are in place. Please note that Australian law may not apply to some of             these entities. 

       8. Payment Terms

            (a) The Customer must make payment by direct debit, or any other payment method approved by Flow Local, in accordance with the payment schedule contained in             the Agreement; 

            (b) The Customer agrees that it will reimburse Flow Local for any payments which are dishonoured or reversed by the Customer’s bank, including any fees or charges             incurred by Flow Local as a result of the dishonoured or reversed payment; and 

            (c) The Customer agrees that any costs incurred by Flow Local in recovering any outstanding Fees, including debt collection agency or solicitor’s fees, shall be             payable by the Customer. 

       9. Pricing

            (a) The Customer agrees to pay for the Products and the Equipment in accordance with the Agreement, at the price specified on the initial invoice, or the Agreement,             or as amended by Flow Local from time to time; 

            (b) Flow Local reserves the right adjust the price of the Products and the Equipment during the term, by giving no less than 28 days’ notice to the Customer of the             price increase. If Flow Local exercises this right, the Customer may terminate this Agreement for the reason of the price increase by providing 14 days written notice;             and 

            (c) Flow Local reserves the right to adjust the price of the Products or the Equipment after expiration of the initial term, by giving reasonable notice to the Customer of             the price increase, prior to the Customer agreeing to the extended term. 

       10. Goods and Services Tax (GST)

            (a) Terms used in this clause have the same meaning as in the GST Act. The Fees specified in this Agreement do not include an amount for GST unless otherwise             stated; and 

            (b) Where GST is imposed on any supply made under this Agreement by one party (“Supplying Party”) to another party (“Receiving Party”), the Receiving Party must             pay or provide the GST Exclusive Consideration for the supply and, in addition to and at the same time as the GST Exclusive Consideration is payable or to be             provided, an additional amount calculated by multiplying the value of that GST Exclusive Consideration (without deduction or set-off) by the prevailing GST rate. This             clause does not apply to a supply for which a GST inclusive consideration has been agreed. 

       11. Termination 

            (a) Either party will be entitled to immediately terminate the Agreement within the Term upon delivery of written notice of termination to the other party if that other             party commits or permits any one or more of the following acts:

                (i) fails to observe a material covenant of this Agreement and after being given 30 days notice to rectify such failure, does not do so; 

                (ii) any act of bankruptcy or insolvency; 

                (iii) the appointment of a receiver or administrator or other custodian (either temporary or permanent) to the Licensee’s business or any part of the Licensee’s assets; 

                (iv) makes an assignment for the benefit of creditors or makes any composition or arrangement with such creditors; or 

                (v) fails to pay the Fees or to provide the Products or Equipment in Accordance with this Agreement.

       12. Jurisdiction, severability and waiver

            (a) The information in this Agreement has been prepared in accordance with the laws of New South Wales and the Commonwealth of Australia; 

            (b) The terms and conditions of this Agreement will be construed in accordance with the laws in force in the State of New South Wales, and the parties agree to             submit to the jurisdiction of the courts of that State; 

            (c) If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will             continue to have full force and effect; and 

            (d) Any failure or delay by Flow Local in exercising any right, power or privilege available to us will not operate as a waiver of that power or right. 

       13. Dispute Resolution

            (a) If a dispute arises between the Flow Local and the Customer, the party claiming that a dispute has arisen (“Complainant”), must give written notice to the other             party to the dispute specifying:

                (i) the nature of the dispute (eg background and the issue in dispute); and 

                (ii) what outcome the Complainant wants; and 

                (iii) what action the Complainant thinks will settle the dispute (“Dispute Notice”) 

            (b) On receipt of the Dispute Notice, the parties must make every effort to resolve the dispute by mutual negotiation; and 

            (c) If the parties are unable to resolve the dispute within 21 days of receipt of the Dispute Notice, then either party may refer the matter to mediation in accordance             with clause 14. 

       14. Mediation Procedure

            (a) If the parties are unable to resolve the dispute within the timeframe referred to at clause 13(c) then:

                (i) either party may refer the dispute to the Australian Disputes Centre (“ADC”) to have the dispute resolved by mediation in accordance with the ADC Commercial                 Mediation Guidelines which are deemed to form part of this Agreement; 

                (ii) if the Parties fail to agree on a mediator in accordance with ADC Commercial Mediation Guidelines within 21 days of the dispute being referred to the ADC then                 either party may ask the mediation adviser to appoint a mediator; 

                (iii) the parties must comply with the ADC Commercial Mediation Guidelines or the mediation procedures established by the mediator appointed by the mediation                 adviser, as the case may be; 

                (iv) the mediator may decide the time and place for mediation; 

                (v) the parties must attend the mediation and try to resolve the dispute; 

                (vi) unless the parties agree otherwise, the parties will be equally responsible for the costs of the mediation (this includes the costs of the mediator, the cost of room                 hire and the cost of any additional input (including expert reports) agreed by the parties to be necessary to the conduct of the mediation); and 

                (vii) the parties must pay for their own costs of attending the mediation. 

            (b) The dispute resolution procedure in clauses 13 and 14 will not apply to events giving rise to the immediate termination of this Agreement. 

        15. Legal Proceedings

            A party to this Agreement must not commence legal proceedings or arbitration in relation to a dispute arising from this Agreement unless that party has complied             with the dispute resolution procedure set out in clauses 13 and 14. Nothing contained in this Agreement will deny a party to this Agreement the right to seek injunctive             relief where failure to obtain such relief would cause irreparable damage to the party concerned.

       16. Changes to this Agreement

            (a) This Agreement sets out our current Terms and Conditions. It replaces any other Terms and Conditions which we have previously issued; 

            (b) We may amend this Agreement at any time. If we do, we will inform you of any update by way of email or a post on our website. By accepting this Agreement, you             agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent use of the Products and the Equipment will             constitute your acceptance of those amendments; 

            (c) We suggest you periodically review our website for any changes; and 

            (d) All information within this Agreement is subject to change without notice. 

        18. Contacting us 

            If you have any questions regarding this Agreement please contact us at hello@flowlocal.com.au or 1300 013 569.