Unwritten Hair Terms and Conditions

Unwritten Hair Pty Ltd

Terms and Conditions

1. 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 may amend these Terms, the Fees or the features of the Platform at any time, by providing written notice to you;
We will handle your personal and credit information in accordance with our Privacy and Credit Information Policy, available at [unwritten.hair] and we may disclose your personal and credit information to third parties;
To the maximum extent permitted by law, the Fees are non-refundable save where termination is due to our Termination for Convenience or our breach of these Terms;
We may debit your bank account in accordance with these Terms;
If Fees are payable by you in terms of your chosen Subscription, you may not cancel your Paid Subscription within the first 30 days of you creating an Account;
We may terminate these Terms for convenience;
Our aggregate liability under these Terms is limited to $200.00, and we will not be liable for Consequential Loss, any loss that is a result of a Third-Party Service, or any loss or corruption of data;
You agree to indemnify us for all Liability that we may suffer or incur as a result of us sending emails or SMSs to your customer;
To the extent that you re-sell these products, you agree that the terms of such resale are a matter between you and the relevant third party and that we are not a party to such an agreement and will accept no liability in this regard; and
We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform or for featuring certain products or services on the Platform.

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

2. Introduction

2.1 These terms and conditions (Terms) are entered into between Unwritten Hair Pty Ltd ABN 26 645 218 364 (we , us or our) and you, together the Parties and each a Party.

2.2 We provide a cloud-based, software as a service platform to professional hairdressers that enables them to purchase and resell our Products, sell their products, sell third-party products and manage their hairdressing business, including by scheduling appointments, recording sales of haircare products and invoicing clients (Platform).

2.3 In these Terms, you means the person or entity registered with us as an Account holder.

2.4 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

3. Acceptance and Platform Licence

3.1 You accept these Terms by clicking “I agree” on the Platform, registering on the Platform, or using the Platform. These Terms will remain in force unless you cancel your Account in accordance with the Termination clause.

3.2 You must be at least 16 years old to use the Platform.

3.3 We may amend the functionality of the Platform and/or these Terms at any time, by providing written notice to you. By continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may cancel your Account in accordance with the Termination clause.

3.4 If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

3.5 We may use other API e.g. Google translations/Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3.6 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

3.7 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
(a) 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;
(b) using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
(c ) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
(d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
(e) facilitating or assisting a third party to do any of the above acts.

4. Accounts

4.1 You must register on the Platform and create an account (Account) to access the Platform’s features.

4.2 You must provide basic information when registering for an Account including your business name, Australian Business Number, contact name, a delivery address that can be used by us to deliver Products to you where applicable, telephone number and email address, credit card details, your bank account details (which must be with an Australian bank) and you must choose a username and password. In order to use our Platform for your business purposes, you must link your Stripe merchant account to your Account when creating your Account.

4.3 We may require that you provide certain documentation to us, including documentation which demonstrates that you are a qualified professional hairdresser and that your business in respect of which you use this Platform is exclusively a business which provides professional hairdressing services. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.

4.4 All personal and credit information you provide to us will be treated in accordance with our Privacy and Credit Information Policy.

4.5 Any credit provided by us will be subject to our approval of your credit application with us and subject to our Credit Information Policy.

4.6 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.

4.7 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including any purchase requests placed using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

4.8 Changes to Platform functions : We may change the functionality on the Platform from time to time in accordance with clause 3.3.

4.9 You can cancel your Account at any time.

4.10 The payment methods we offer for the amounts payable by you to us are set out on the Platform. 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.

4.11 You must not pay, or attempt to pay, any amounts owing to us 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.

4.12 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

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

4.14 We may need to change what is available as part of the Platform (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of the Platform, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the changes to the Platform. If the changes substantially and adversely affect your enjoyment of the Platform, you may terminate these Terms in accordance with the ‘Termination’ clause.

Unwritten Hair Services

5. Platform

5.1 In consideration for you fulfilling your obligations under these Terms, we agree to provide you with access to the Platform, the support services as detailed in this section, and any other services we agree to provide as set out in your Account.

5.2 We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.

5.3 Should you be unable to access the Platform, or should you have any other questions or issuing impacting on your use and enjoyment of the Platform, you must place a request over the phone, via email or via the chat feature on the Platform. We will endeavour to respond to any support requests in a reasonable period.

5.4 You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, email clients, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third-Party Services, or any unavailability of the Platform due to a failure of the Third-Party Services.

5.5 You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.

5.6 To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

6. Dynamic Websites

6.1 As a user of our Platform under these Terms, we will create a website for use by you as set out on our Platform.

6.2 The website will at all times remain under our control and may not be modified by you save to the extent permitted by us. We may permit you to modify your personal details displayed on the website such as your email address, phone number and your biography.

6.3 You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if you were an “APP entity” as defined in the Privacy Act 1988 (Cth)) and any other applicable legislation or privacy guidelines that may apply to you, or your use of the Platform, or the website created for you.

7. Partner Products

7.1 You may purchase products from third parties listed on our marketplace.

7.2 Your participation in and use of the services available on our marketplace are subject to the terms and conditions available on the Platform and you agree to be bound by such terms and conditions when making use of these marketplace services.

7.3 To the extent that you re-sell these products, you agree that the terms of such resale are a matter between you and the relevant third party and that we are not a party to such an agreement and will accept no liability in this regard.

8. Wholesale Products

8.1 Those Products which are available for you to purchase wholesale from us (Wholesale Products) and the price at which you may purchase them from us (Wholesale Product Price) are set out on our Platform.

8.2 The Wholesale Product Price may be amended by us from time to time at our discretion.

8.3 You may issue a request on the Platform to purchase our Wholesale Products from us (Wholesale Purchase Request).

8.4 The Wholesale Purchase Request must include which Wholesale Product/s and the exact quantity of each Wholesale Product you would like to purchase from us. You agree to pay the Wholesale Product Price payable by you in respect of the Wholesale Purchase Request as indicated on the Platform.

8.5 If you make a Wholesale Purchase Request, you are making an order to purchase the Wholesale Product/s for the Wholesale Product Price (including the delivery fees or other applicable charges and taxes (Delivery Costs)).

8.6 We may, at our absolute discretion, accept or reject a Wholesale Purchase Request. If we reject your Wholesale Purchase Request, we will notify you within a reasonable time after your Wholesale Purchase Request is placed. Once we accept a Wholesale Purchase Request, a binding agreement is formed for the supply of Wholesale Products to you in accordance with these Terms.

8.7 If an amendment needs to be made by us to the Wholesale Purchase Request in respect of a reduction of the quantity of the Wholesale Products, we will notify you via the Platform or via email of such an amendment.

9. Payment for Wholesale Products

9.1 We will collect payment from you or you may make payment, whichever is applicable, in respect of the Wholesale Product Price and Delivery Costs, and subject to what is set out below in respect of Commissions:
(a) by debiting the bank account linked to your credit card in accordance with the details provided by you when you create an Account. Your bank account will be debited instantaneously in respect of the Wholesale Product Price and Delivery Costs when you make the Wholesale Purchase Request; or
(b) if you have applied to us for, and been granted the facility of, making a deferred payment, your bank account as specified in your Account will be debited the Wholesale Product Price and Delivery Costs within 7 days of the end of the month in which the Wholesale Purchase Request was made by you, if you have not yet paid us the Wholesale Product Price and Delivery Costs; or
(c ) by making a direct deposit into the account nominated by us and notified to you.

10. Delivery of, title and risk in Wholesale Products

10.1 We are responsible for delivering the Wholesale Products to you to the delivery address as specified by you in your Account. You are responsible for the Delivery Costs.

10.2 Other than when we have agreed to a deferred payment by you in accordance with clause 9.1(b), we will dispatch the Wholesale Products to you only once the Wholesale Product Price and Delivery Costs have been paid in full.

10.3 We normally dispatch Wholesale Products within 2 days of accepting a Wholesale Purchase Request, unless otherwise noted on the Platform. Any delivery periods displayed on the Platform are estimates only, based on the information provided by the delivery company.

10.4 If you need to change the delivery address, you may do so on the Platform, and this change will only apply to all future Wholesale Purchase Requests. No change of address or other change to the Wholesale Purchase Request will be accepted by us once a Wholesale Purchase Request is made by you. It is your responsibility to ensure that the delivery address is correct before making a Wholesale Purchase Request.

10.5 We deliver the Wholesale 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 Wholesale Products at the delivery address specified by you in your Account.

10.6 Title in the Wholesale Products will only pass to you on the date that you pay the Wholesale Product Price in full in accordance with these Terms. 10.7 Risk in the Wholesale Products will pass to you when we have delivered the Wholesale Products to the delivery address as set out in your Account.

11. Contractual Lien and Security Interest in Wholesale Products

11.1 You agree that we hold a general lien over any Wholesale Products owned by us that are in your possession, for the satisfactory performance of your obligations under these Terms.

11.2 You agree that these Terms and your obligations under these Terms create a registrable security interest in favour of us, and you consent to the security interest (and any other registrable interest created in connection with these Terms) being registered on any relevant securities register (and you must do all things to enable us to do so).

12. Return of Wholesale Products

12.1 We do not accept returns for change of mind or other circumstances. You may have rights under the Australian Consumer Law (see below) in addition to this clause.

13. Distribution of Wholesale Products

13.1 You may sell the Wholesale Products that you have purchased from us (Your Wholesale Products) at our recommended retail price to your customers using our Platform.

13.2 We will determine the recommended retail price and display this to you on our Platform. Regardless of this, you are free to determine the retail price at which you will sell Your Wholesale Products.

13.3 We offer a payment method through the POS for payment by your customers in respect of the Wholesale Products on the Platform. You may, however, use a method of payment as specified by you in respect of e sale of Your Products and the Wholesale Products.

13.4 When your customer purchases Your Wholesale Products from you, all payments processed in accordance with this clause 13 will go directly to you.

13.5 An invoice will be issued by you through the Platform with your details as the vendor and sent to your customer using the details provided in respect of your customer.

13.6 We accept no Liability for the insertion of the incorrect details into the Platform in respect of your customers.

13.7 You agree to comply with all applicable laws when distributing Your Wholesale Products.

13.8 Unless otherwise agreed to by us in writing, you agree not to offer or make any guarantee or warranty, or make any representation in respect of or in relation to the Products, other than those warranties, guarantees or representations that are expressly stated in any material provided by us to you.

13.9 You agree not to do anything that may adversely affect our goodwill, brand or reputation (or that of the Products);

13.10 You agree to assist us with executing any recalls of the Products when notified by us, and within the timeframe reasonably required by us (at our expense). We agree to reimburse you for any costs reasonably incurred as part of assisting us to execute a recall, unless the recall was caused by you.

14. Reselling our Products directly from Us

14.1 You may sell our Products directly to customers on our behalf (Resale Products).

14.2 The price of the Resale Products (including the Delivery Costs) (Resale Product Price) will be set out on our Platform and may be amended by us from time to time at our discretion.

14.3 A customer who is identified by the Platform as being a customer linked to you (Linked Customer), will be linked to you, until such time as another hairdresser transacts with that customer or you fail to sell a Product through our Platform using the POS for a period of time as determined by us.

14.4 You will also be able to sell the Resale Products, on our behalf, to your customers using the POS. You will be able to sell the Resale Products at a discounted price if the sale of the Resale Product is made to a Linked Customer using the POS.

14.5 The price that the Linked Customer pays will include the Resale Product Price and the Delivery Costs.

14.6 When a customer purchases the Resale Product in accordance with this clause, all payments processed in accordance with this clause 14 will go directly to us.

14.7 An invoice will be issued by you through the Platform with our details as the vendor and sent to the customer using the details provided in respect of the customer.

14.8 We accept no Liability for the insertion of the incorrect details into the Platform in respect of the customers.

15. Commissions in respect of the Resale of Our Products

15.1 You may qualify for a commission on the sales made by you of all of Resale Products sold from our Platform (Resale Product Commission) and the POS available on the Platform. You must hold a valid Australian Business Number in order to qualify for a Resale Product Commission.

15.2 Payment by us of the Resale Product Commission is discretionary, as is the amount payable in respect of the Resale Product Commission. The estimated amount payable in respect of the commission contemplated in this clause 15 may be set out on the Platform and is subject to change.

15.3 The Resale Commission will not be payable until you have issued a valid tax invoice in respect of the Resale Commission to us through the Platform. The invoice must be issued within 28 days of determining the value of the Resale Products sold from our Platform in respect of which you are claiming a Resale Product Commission. We reserve our right to request, and you agree to provide, such supporting documentation as we may reasonably require in order to verify the amount claimed in your invoice. You may utilise the invoicing functionality provided by us on the Platform to issue the invoice as contemplated by this clause 15.3, or you may issue an invoice to us manually. If the invoice is issued to us without using our invoicing functionality, an administration fee as set out on the Platform will apply and you agree that we will deduct this amount from the Resale Commission payable to you.

15.4 The Resale Product Commission will be paid into the account nominated by you in your Account on a weekly basis in the week following submission by you of the relevant invoice, provided that you have complied with your obligations as set out in these Terms and provided that payment has been made by the relevant customer. We will have no obligation to pay the Resale Product Commission unless the customer pays for the Resale Product Price in full.

15.5 The Resale Product Commission and any associated rebate will be calculated exclusive of GST.

16. Delivery of, title and risk in our Resale Products

16.1 We are responsible for delivering the Resale Products to customers who are sold the Resale Products, to the delivery address as specified by you when the Resale Product is sold to the customer. The customer is responsible for the Delivery Costs.

16.2 We normally dispatch Resale Products within 2 days of a sale of our Resale Products being made, unless otherwise noted on the Platform. Any delivery periods displayed on the Platform are estimates only, based on the information provided by the delivery company.

16.3 We deliver the Resale Products using a range of delivery methods. The customer may need to sign for some deliveries. If neither the customer nor an authorised representative is at the delivery address to accept delivery, you warrant that the customer has agreed that we may leave the Resale Products at the delivery address specified by you when selling the Resale Products.

16.4 Title and risk in the Resale Products will only pass to the customer on the date that the Resale Product is delivered to them.

17. Selling your products, Wholesale Products and/or Resale Products

17.1 If you sell a combination of your products (Your Products), Wholesale Products and Resale Products, an invoice will be issued by you through the Platform with your details as the vendor in respect of your products and the Wholesale Products and our details in respect of the Resale Products and sent to the customer using the details provided in respect of that customer.

17.2 The provisions in these Terms in respect of:
(a) Wholesale Products will apply to the sale of Wholesale Products in terms of this clause; and
(b) Resale Products will apply to the sale of Resale Products in terms of this clause.

18. Distribution of Wholesale Products and/or Your Own Products Using Your Pricing and Your Point-of-Sale System

18.1 You may sell your own products and/or Wholesale Products to your customers for a price determined by you, using a point of sale other than the POS (the point-of-sale system made available by us).

18.2 An invoice will be issued by you through the Platform with your details as the vendor and sent to your customer using the details provided in respect of your customer.

18.3 We accept no Liability for the insertion of the incorrect details into the Platform in respect of your customers.

18.4 You acknowledge and agree that you will not be eligible for any incentive or reward, including any commission or rebate, should you make a sale as provided for in this clause.

19. Sale of Our Products from Our Website

19.1 Third parties may purchase our Products from our Website.

19.2 If the third party is your Linked Customer you may receive a commission on the total amount (exclusive of GST) received from the sale by us from that Linked Customer. The estimated amount payable in respect of the commission contemplated in this clause 19 may be set out on the Platform and is subject to change.

19.3 The commission contemplated in this clause 19 will not be payable until you have issued a valid tax invoice in respect of the commission to us through the Platform. The invoice must be issued within 28 days of determining the value of the Products sold from our Website in respect of which you are claiming a commission. We reserve our right to request, and you agree to provide, such supporting documentation as we may reasonably require in order to verify the amount claimed in your invoice. You may utilise the invoicing functionality provided by us on the Platform to issue the invoice as contemplated by this clause 19.3, or you may issue an invoice to us manually. If the invoice is issued to us without using our invoicing functionality, an administration fee as set out on the Platform will apply and you agree that we will deduct this amount from the commission payable to you.

19.4 The commission will be paid into the account nominated by you in your Account on a weekly basis in the week following submission by you of the relevant invoice, provided that you have complied with your obligations as set out in these Terms and provided that payment has been made by the relevant customer. We will have no obligation to pay the commission unless the customer pays for the Product in full.

19.5 The commission contemplated in this clause and any associated rebate will be calculated exclusive of GST.

20. POS

20.1 We will make available for use one or more point-of-sale systems on our Platform.

20.2 In order to use the POS with your customers, you may be required to hold a valid Australian Business Number. You may be required to create an account with relevant payment processor.

20.3 Any use of the POS may be subject to additional terms and conditions.

20.4 You will be responsible for any transaction fees owing as a result of your use of the POS (which transaction fees will be set out on the Platform), save in respect of those transaction fees payable in respect of Wholesale Products in which case we will be responsible for the payment of those POS transaction fees. We will send you a monthly report setting out the transaction fees owed by you to us. You agree that we may offset any amounts owing by you under this clause 20.4 against any amounts owing by us to you.

20.5 We do not store any credit card details when your customer transacts using the POS, and all payment information is collected and stored through the POS.

21. Coins, and Bonuses

21.1 We provide a reward in the form of a virtual coin (Coin) if you participate in a Retail Qualifying Transaction and/or if you refer new hairdressers to our Platform.

21.2 We may from time to time run promotions in respect of referrals made by you of new hairdressers to our Platform. You hereby consent to us sending to you from time to time such information in this regard as we see fit, which may include marketing materials. You may elect to unsubscribe from receiving such communications at any time as set out in the relevant communication.

21.3 You must hold a valid Australian Business Number in order to be eligible to receive Coins.

21.4 The manner in which Coins are calculated can be found on the Platform and may be amended from time to time.

21.5 Coins may be redeemed for vouchers as specified on the Platform. These vouchers may be used by you to purchase Wholesale Products from us.

21.6 You acknowledge and agree that your ability to hold Coins and/or vouchers is contingent upon you meeting your obligations in respect of these Terms.

21.7 Coins may not be accumulated in respect of amounts overdue to us.

21.8 To the extent that you have failed to make any payment to us in accordance with these Terms, or if you are otherwise in breach of these Terms, we may revoke any Coins and/or vouchers held by you.

21.9 A percentage of the profit made by us in respect of sales of our Products is collected by us and set aside for payment by us to you (Bonus).

21.10 You may be entitled to share in the Bonus on a pro-rata basis, based on the number of Coins that you have accumulated, and provided that you have not cancelled your Account prior to payment by us of the relevant portion of the Bonus to you.

21.11 You must hold a valid Australian Business Number in order to be entitled to a share in the Bonus. The Australian Business Number provided by you will be verified by us.

21.12 We will notify you of the Bonus amount that you are entitled to once every 3 months. You must issue to us a valid tax invoice in respect of this amount, which invoice must be issued within 28 days of us notifying you of the Bonus amount. We will not make payment to you in respect of the Bonus if you have not issued an invoice in accordance with this clause. You may utilise the invoicing functionality provided by us on the Platform to issue the invoice as contemplated by this clause 21.12, or you may issue an invoice to us manually. If the invoice is issued to us without using our invoicing functionality, an administration fee as set out on the Platform will apply and you agree that we will deduct this amount from the Bonus payable to you. We will pay you your share of the Bonus within 30 days of receiving your invoice.

21.13 You agree that we may set-off any amounts due and payable by you to us against any amount owing to you in respect of your share of the Bonus.

21.14 If you cancel your Account, you will not be entitled to a portion of the Bonus. If you cancel your Account you will not be able to redeem any Coins for vouchers or cash.

22. The Platform and Your Services

22.1 The Platform facilitates the management of your business by:
(a) allowing you to make and manage customer bookings;
(b) allowing payment by your customers to you for your services;
(c ) recording bookings made by your customers through our website at www.unwritten.hair (Website);
(d) recording customer information;
(e) providing educational content to you;
(f) sending reminders to customers of their bookings with you;
(g) providing links to you and your customers for referrals to you;
(h) sending marketing material on your behalf to your customers.

22.2 You may choose to list and offer your hairdressing services and the prices in respect of these services on our Website for sale. You may make changes to these services and prices at any time. You will need to set your availability in respect of providing your services to your customers on the Platform. You warrant that all information provided by you in this regard is accurate, and you agree that we will not be liable for any Liability arising as a result of the reliance on or use of any information provided by you, whether accurate or not.

22.3 The Platform will synch with the contacts and calendar on the device on which the Platform is loaded. We will not be able to access or store this data until such time as your customer makes a booking with you or otherwise transacts with you.

22.4 When a customer makes a booking with you on our Website, our Terms of Use will be sent to your customer and to you electronically.

22.5 Your customer will view and agree to the Terms of Use prior to confirming their booking.

22.6 You may choose for your customer to receive Short Message Services (SMS’s) or emails from us reminding them of their appointment. If you choose to have your customers receive SMSs, you agree at all times to ensure that you have $10.00 pre-loaded onto your Stripe account. Each SMS will be immediately charged to your Stripe account at a rate specified on the Platform per SMS, and you hereby authorise us to deduct such amounts as are due from you in this regard from your Stripe account. You will not be charged for emails sent to your customer in accordance with this clause 22.6. You agree to indemnify us for all Liability that we may suffer or incur as a result of us sending an SMS or email to your customers in accordance with this clause 22.6.

22.7 Any amount paid by your customer to you in respect of your services using the POS will be paid directly to you. We are not a payment collection agent. An invoice will be issued by you through the Platform with your details as the vendor and sent to your customer using the details provided in respect of your customer.

22.8 The Platform will provide weekly, monthly, quarterly and yearly financial and other reporting to you. We will not accept any Liability in respect of or related to, your use, or the disclosure of, these reports and we make no representations or warranties in respect of the accuracy or completeness of these reports.

22.9 We may also from time to time run competitions on the Platform or on social media. These competitions are subject to terms and conditions which will be made available on the Platform at the time of the competition.

23. Our Intellectual Property

23.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.

23.2 We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to devices that are controlled or approved by you.

23.3 You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c ) breach any intellectual property rights connected with the Platform, 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.

23.4 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:
(a) you do not assert that you are the owner of Our Intellectual Property;
(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
(c ) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
(d) you comply with all other terms of these Terms.

23.5 This clause will survive the termination of these Terms.

24. Your Data

24.1 You own all data, information or content you upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).

24.2 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:
(a) communicate with you (including to send you information we believe may be of interest to you);
(b) supply the Platform to you and otherwise perform our obligations under these Terms;
(c ) diagnose problems with the Platform;
(d) enhance and otherwise modify the Platform;
(e) perform Analytics;
(f) develop and provide other services, provided we de-identify Your Data; and
(g) as reasonably required to perform our obligations under these Terms.

24.3 You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You represent and warrant that:
(a) you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
(b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform 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.

24.4 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.

24.5 We do not endorse or approve, and are not responsible for, any of Your Data.

24.6 You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.

24.7 This clause will survive the termination of these Terms.

25. Warranties

25.1 You represent, warrant and agree that:
(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions preventing you from entering into these Terms;
(c ) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(d) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
(e) you are responsible for complying with all laws, rules and regulations which apply to providing your services;
(f) you are appropriately qualified, and have any required skills, knowledge or training, to provide your services;
(g) you have obtained all necessary permissions, authorisations and/or licenses to disclose and use your customers’ data and to allow us to use their data as provided for in these Terms;
(h) you are solely responsible for determining which bookings to accept, the type, timing, manner and means, methods or processes of providing your services and the price you charge for your services;
(i) you are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the services you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your services. You are responsible for any taxes payable on any amount you receive for your services;
(j) you are a qualified professional hairdresser conducting a commercial hairdressing business; and
(k) you have obtained all necessary consents from your customers to enable us to send emails or SMSs on your behalf.

26. Australian Consumer Law

26.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) , and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

26.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

26.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

26.4 This clause will survive the termination of these Terms.

27. Liability

27.1 Despite anything to the contrary, to the maximum extent permitted by law:
(a) you agree to indemnify us for any Liability we incur due to your breach of any clause contained in these Terms;
(b) neither Party will be liable for Consequential Loss;
(c ) we will not be liable for any Liability arising as a result of your relationship and/or interaction with your customer, including the provision of services by you or the sale by you of Your Wholesale Products;
(d) 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 or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and
(e) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to an amount of $100.00.

27.2 This clause will survive the termination of these Terms.

28. Termination

28.1 Cancellation of your Account will terminate these Terms.

28.2 Cancellation of Account: You may request to cancel your Account and terminate these Terms at any time, subject to these Terms, by notifying us via email or by cancelling your Account on the Platform. Your cancellation will take effect immediately.

28.3 We may cancel your Account at any time by giving 30 days’ written notice to you (Termination for Convenience).

28.4 Your Account will be cancelled immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms 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
(b) the Defaulting Party is unable to pay its debts as they fall due.

28.5 Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.

28.6 Upon cancellation of your Account:
(a) we will remove your access to the Platform and your Account will be deleted;
(b) you agree that other than where termination is due to our Termination for Convenience or our breach of these Terms, and to the maximum extent permitted by law, any payments made by you to us are not refundable to you;

28.7 where we terminate your Account for any reason other than a Termination for Convenience, you also agree to pay us our legal fees, mercantile agent fees and debt collector fees arising from such termination.

28.8 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under these Terms.

28.9 We will accept no Liability which arises as a result of the termination of these Terms.

28.10 This clause will survive the termination of these Terms.

29. Notice Regarding Apple

29.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

29.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

29.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

29.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

29.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

29.6 You agree to comply with any applicable third-party terms when using our mobile application.

29.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

29.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

30. General

30.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

30.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

30.3 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.

30.4 Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

30.5 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.

30.6 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 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.

30.7 Privacy: You 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.

30.8 Publicity: You agree that we may advertise or publicise the fact that you are a user of our Platform, including on our Website or in our promotional material.

30.9 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

30.10 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third-party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

31. Definitions

31.1 Consequential Loss includes any consequential loss, indirect loss, 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, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

31.2 Intellectual Property means any copyright, registered or unregistered designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

31.3 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (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.

31.4 POS means Point of Sale system/s as made available by us to you on the Platform.

31.5 Product means any haircare product manufactured by us.

31.6 Retail Qualifying Transaction means the sale by you of qualifying products (either your own or our Products) as set out on the Platform.

For any questions or notices, please contact us at: Unwritten Hair Pty Ltd ABN 26 645 218 364
Email : [email protected]
Phone: +61 7912 0338