ACCEPTANCE OF TERMS

1.1. We will provide you with a copy of these Terms and with a quote (Quote) before you engage our Services, as listed in clause 3 (Services).

1.2. By paying any amount to us in respect to the Services or otherwise instructing us to proceed with the Services in writing, you acknowledge that you have read and understood the Terms and the Quote and agree to be bound by them, and all our other policies.

1.3. Should you request an increase in the level of Services, after receiving the initial Quote, we will provide you with an amended quote and you agree to be bound by the amended quote together with our Terms, as at that date. 

VARIATIONS TO TERMS

2.1. We reserve the right to update and change these Terms from time to time without notice.

2.2. You will be subject to the Terms in force at the time when you engage our Services, unless agreed otherwise by both parties in writing. 

SERVICES

3.1. Our services include:

(a) delivery of floral arrangements ordered

(b) setting up floral arrangements ordered;

(c) picking up of any of our equipment; and

(d) any other services that we may offer in the future. 

ADDITIONAL WORK

4.1. Any requested additions to our Services, made after you have received and accepted our Quote (Additional Work) will incur additional charges or fees and we will provide a further quote for Additional Work (Further Quote).

4.2. You agree that the Fee for Additional Work shall be as stated in the Further Quote and payable in accordance with clause 6.

4.3. All Additional Work must be submitted and approved by both parties in writing by email. 

FEES

5.1. The fees for our Services (Fees) are as indicated in the Quote provided to you.

5.2. All Fees for our Services are in Australian Dollars (AUD).

5.3. All Fees are exclusive of GST (if applicable) unless indicated otherwise, and exclude delivery charges and customs duty and other taxes, if applicable.

5.4. We reserve the right to modify, cancel and limit any Quote or Services at any time. 

PAYMENTS

6.1. We require a deposit of 30% of the total Fee of our Services, payable within 14 days from the date you receive our Quote. This deposit is non-refundable.

6.2. You acknowledge and agree that your preferred booking date is not secured until we receive payment of the deposit.

6.3. The remainder of the Fee is payable 14 days prior to the date of the Event listed on our Quote. © Progressive Legal Pty Ltd – All legal rights reserved (2021) 2

6.4. All invoices must be paid in full, using the payment method stated on the invoice, before we provide our Services.

6.5. You may make payment via direct debit or by making a payment over the phone via Eftpos.

6.6. All deposits and Fees paid are non-refundable.

6.7. If you fail to pay our fees when due, as indicated on the invoice, you acknowledge that we reserve the right to suspend or terminate the delivery of our Services. We will not be liable for any loss suffered by you as a result of such suspension or termination.

6.8. We reserve the right to on-sell or otherwise authorise a debt-collection or other authorised agency to collect any amount not paid by you.

6.9. You must pay us all fees and other amounts without set-off or claim under any circumstances, including if a dispute exists in relation to the Services 

GENERAL DISCLAIMER

7.1. We provide the Services on an "as-is" and "as available" basis and, we make no representations and give no guarantees or warranties about the suitability, reliability, availability and/or timeliness of our Services.

7.2. Any images of floral arrangements we provide you are provided as examples only, and the floral arrangements you receive may have slight variations.

7.3. You acknowledge and agree to follow all care instructions provided by us and that you are solely responsible for any damage to the floral arrangements result from your failing to follow such instructions.

7.4. You acknowledge and agree that we are not liable for any wilting of any floral arrangements if, the floral arrangements are exposed to harsh weather conditions or high indoor temperatures. © Progressive Legal Pty Ltd – All legal rights reserved (2021) 3

7.5. Any testimonials and examples of our Services, wherever published (online or in print) are not to be taken as a guarantee that you will achieve the same or similar results.

7.6. We make no warranty, representation, or guarantee regarding the suitability of our Services for any particular purpose, nor do we assume any liability whatsoever arising out of the application or use of any Service. It is your responsibility to independently determine suitability of any Service and to test and verify the same.

7.7. Any timelines or delivery dates are provided by us on an estimated basis only. We make no guarantee that these timelines or delivery dates will be met as there may be interfering factors beyond our control, and we are not responsible for any delay in the delivery of our Services.

7.8. You acknowledge that our Services are delivered based on instructions and information provided by you and you acknowledge and agree that we are not responsible if those instructions, information and/or images contain errors which are incorporated in the floral arrangements we deliver to you as part of our Services. 

YOUR OBLIGATIONS

8.1. During the delivery of our Services, you agree to: (a) respond promptly to our communications in relation to the Services; (b) provide, within a reasonable amount of time, accurate, complete and current information or documentation reasonably required by us to perform the Services; and (c) act in good faith.

8.2. When providing our Services, we may request that you provide us with responses, feedback, completed questionnaires, and other information so we can best deliver our Services. You agree that you will provide any such information in a timely manner. Any delays in receiving this 

CONFIDENTIALITY

9.1. Each party (Recipient) must keep secret and confidential and not disclose any Confidential Information (which is or has been disclosed to the recipient by the © Progressive Legal Pty Ltd – All legal rights reserved (2021) 4 other party, its representatives or advisers), or these Terms, except:

(a) where the information is in the public domain as at the date of these Terms (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient);

(b) if the Recipient is required to disclose the information by applicable law or the rules of any other document with statutory content requirements, provided that the Recipient has to the extent practicable having regard to those obligations and the required timing of the disclosure consulted with the provider of the information as to the form and content of the disclosure;

(c) where the disclosure is expressly permitted under these Terms and Conditions or is required to give effect to these Terms and Conditions; 

(d) if disclosure is made to its personnel to the extent necessary to enable the Recipient to properly perform its obligations under these Terms and Conditions or to conduct their business generally, in which case the Recipient must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;

(e) where the disclosure is required for use in legal proceedings regarding these Terms and Conditions; or

(f) if the party to whom the information relates has consented in writing before the disclosure. 

9.2. Each Recipient must ensure that its personnel comply in all respects with the Recipient's obligations under this clause.

9.3. Definitions Confidential Information of a party means all information (in any form):

(i) relating to or arising from the Services; © Progressive Legal Pty Ltd – All legal rights reserved (2021) 5

(ii) that concerns a party’s business operations and which any reasonable person would consider to be of a confidential nature (such as trade secrets, methods, strategies, client lists, pricing, and other business processes); and

(iii) includes these Terms; but does not include information that:

(iv) is or becomes independently developed or known by a party through no breach of these Terms by that party; or

(v) becomes publicly available, without breach of these Terms; 9.4. This clause survives termination or expiry of these Terms. 

COPYRIGHT AND TRADE MARK NOTICES

10.1. All material provided by us during the provision of our Services, including (but not limited to) documents, images, questionnaires (Our Content), is our intellectual property and subject to copyright. Copying or modification of Our Content is a violation of our copyright and other proprietary rights, and is strictly prohibited.

10.2. You acknowledge that you do not acquire any ownership rights by using Our Content.

10.3. The trade marks, logos, and service marks displayed on Our Content to denote our brand are either our registered or unregistered trade marks (our Marks). Our Marks, whether registered or unregistered, may not be used in connection with any product or service that does not belong to us, in any manner that is likely to cause confusion with customers, or in any manner that disparages us.

10.4. Nothing contained in Our Content or our Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any our Marks without our express written permission.

10.5. You agree that damages may be an inadequate remedy to a breach of these Terms and acknowledge that we will be entitled to seek injunctive relief if such steps are necessary to prevent violations of its intellectual property rights.

10.6. This clause survives termination of these Terms. 

CANCELLATIONS

11.1. We reserve the right to suspend or terminate your use of our Services generally if you breach these terms, as determined by us in our sole discretion. © Progressive Legal Pty Ltd – All legal rights reserved (2021) 6

11.2. You may cancel or re-schedule your booking 14 or more days prior to the date of the Event, as listed in our Quote, provided you provide us with written notice. If you provide more than 14 days’ written notice of cancellation, then you acknowledge and agree your deposit is forfeited, but you are not required to pay the remainder of the Fee.

11.3. If you cancel your booking and only provide 7-13 days’ notice prior to the date of the Event and you have paid the full Fee, we will provide a refund of 50% of our Fee, but you acknowledge and agree that you forfeit the remainder of the Fee as reasonable compensation for our administrative costs and any costs expended on perishable items to date preparing for your booking.

11.4. If you cancel your booking and provide less than 7 days’ notice prior to the date of the Event, you acknowledge and agree that you forfeit 100% of the Fee and no refunds will be provided.

11.5. Refunds are not provided for our Services, other than in accordance with the Australian Consumer Law, as set out in Schedule 2 to the Australian and Competition Act, 2010 (Cth).

11.6. Any initial deposits paid to us for the provision of Services to you are non-refundable.

11.7. Final payments are non-refundable after at the completion of our Services.

11.8. Any refund requests will be assessed on a case-by-case basis, in accordance with the costs associated with each Service delivered by us, or otherwise where we determines in our sole discretion that genuine value has not been received or is not able to be received by you. 

RESCHEDULING

12.1. If you provide us with 14 or more day’s written notice of your need to reschedule your booking prior to the date of the Event, your deposit will be transferred to secure a new date as mutually agreed between the parties and the remainder of the Fee will become payable 14 days prior to the new agreed date.

12.2. Due to the costs incurred with having to pre-order perishable items and the strict policies our Growers and Suppliers have in place, in the event of a Re Scheduling of an Event where fewer than 14 days’ notice prior to the original date is given:

(a) you acknowledge and agree that you forfeit the original deposit to cover the costs of items already purchased and to cover our administrative costs; © Progressive Legal Pty Ltd – All legal rights reserved (2021) 7

(b) a new deposit of 30% of the Fee is required to be paid within 7 days of the date of your request to reschedule in order to secure the new date. No new date will be secured until the new deposit is received; and

(c) Any balance of monies that you had paid in addition to the original deposit will be transferred to the new mutually agreed date. 

NON-EXCLUSIVITY

13.1. You acknowledge and agree that we may at all and any times provide our Services to other Clients.

13.2. We do not provide our Services on an exclusive basis.

13.3. We will however endeavour to protect the confidential information you provide us and in accordance with our privacy policy. 

DISCOUNTS, PROMOTIONS AND OFFERS

14.1. From time to time, we may offer the opportunity to purchase our Services at a discounted or promotional price, subject to these Terms.

14.2. Any discounts, promotions and offers will be confined to the time period and additional terms of sale in accordance with the details of that respective discount, promotion and/or offer as communicated to you by us. 

LIABILITY IS LIMITED

15.1. We provide the Services on an "as is" basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by Law. Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in these Terms to the maximum extent permitted by Law.

15.2. Without limiting the generality of clause 15.1, we expressly exclude any liability in contract, tort or otherwise for any injury, damage, loss, delay or inconvenience caused directly or indirectly by your use of our Services.

15.3. Subject to the other terms of this clause, our maximum aggregate liability owed to you in for any loss or damage or injury arising out of or in connection with the supply of our Services under these Terms, including any breach by us of these © Progressive Legal Pty Ltd – All legal rights reserved (2021) 8 Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the actual charges paid by you under these Terms in the one month period preceding the matter or the event giving rise to the claim.

15.4. The disclaimers, limitations of liability and indemnities within these Terms do not exclude rights that may not be excluded by law, including but not limited to, those rights under the Australian Consumer Law.

15.5. If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, our total liability to you for that failure is limited to, at our option, to the resupply of the Services or the payment of the cost of resupply.

15.6. Subject to the other terms of this clause, we exclude any liability owed to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms, including any loss of profits, loss of sales or business, loss of production, loss of agreements, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill or reputation or loss of use or corruption of data or information.

15.7. This clause applies to the fullest extent permitted by Law and shall survive termination of these Terms. 

YOUR INDEMNITY

16.1. You agree to indemnify us and our officers, agents, partners, directors, shareholders and employees and subcontractors, against any direct losses, liabilities, costs, charges or expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with: (a) your use of our Services; (b) any claim made against us or you by a third party arising out of or in connection with the provision of our Services and/or these Terms; (c) any breach of these Terms by you, including any failure to pay any fees on time; © Progressive Legal Pty Ltd – All legal rights reserved (2021) 9 (d) any reliance by you or a third party on our Services or any advice or information provided in connection with the provision of our Services and/or these Terms; and (e) the enforcement of these Terms.

16.2.You must make payments under this clause in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by Law.

16.3.We are not responsible, and expressly limit our liability to the extent permitted by law, which is without limitation to your rights under the Australian Consumer Law, for damages of any kind arising out of use, reference to, or reliance or use on any information provided during the provision of our Service.

16.4.This clause survives the termination of this Agreement. 

PHOTOGRAPHY AND VIDEOS

17.1. You acknowledge and agree that we may take photos or videos of our floral arrangements for marketing and promotional purposes. 

NO DISPARAGEMENT

18.1. At all times, you must not make any public or private statement or comment, whether oral or in writing, which in our reasonable opinion is adverse to the interest, reputation or commercial standing of or is in any respect a disparaging remark or representation about us and/or any of our Services nor any statement that is false and does or has the tendency to damage our reputation of by any method including but not limited to any social media platform or review website anywhere in the world.

18.2. Should you breach this clause, you hereby indemnify us in accordance with clause 16 above. 

FORCE MAJEURE

19.1. We will not be in breach of these Terms or liable to you for any Loss suffered by you as a direct result of our failing or being prevented, hindered or delayed in the performance of our obligations under these Terms where such prevention, hindrance or delay results from a Force Majeure Event. © Progressive Legal Pty Ltd – All legal rights reserved (2021) 10

19.2. If a Force Majeure Event occurs, we will notify the you (Non-affected Party) in writing as soon as practicable and that notice must state the particulars of the Force Majeure Event and the anticipated delay.

19.3. On providing the notice in the above clause, we will have the time for performance of the affected obligations extended for a period equivalent to the period during which performance has been delayed, hindered or prevented, however, we will continue to use all reasonable endeavours to perform those obligations.

19.4. The performance of the affected obligations will be resumed as soon as practicable after such Force Majeure Event is removed or has ceased.

19.5. References to a Force Majeure Event in this clause means: events, circumstances or causes beyond a party’s reasonable control including (but not limited to): (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, cyber-attack, service attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence or other natural disaster; (d) epidemic, pandemic, health emergencies, disease; (e) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (f) interruption or failure of utility services (including the inability to use public, private telecommunications networks, servers or third party hosting platforms); and (g) the acts, decrees, legislation, regulations or restrictions of any Government Agency; however does not include a lack of funds.

19.6. References to Loss in this clause means: any loss, liability, cost, charge, expense, Tax, Duty or damage of any nature whatsoever, including special, incidental, or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence). 

SEVERABILITY

20.1. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. 

NO ASSIGNMENT

21.1. You cannot transfer or assign your rights in accordance with these Terms, including any membership or registration with us, without our prior written consent.

21.2. We may assign or transfer our rights and obligations under these Terms at any time, upon prior written notice to you of at least 4 calendar weeks. 

SUB-CONTRACTING

22.1. We are free to sub-contract any of our obligations under these Terms, but such sub-contracting will not release us from our liabilities under these Terms. 

BINDING ON SUCCESSORS

23.1. These Terms shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns. 

DISPUTE RESOLUTION

24.1. If a dispute arises between the parties in relation to these Terms, the dispute must be dealt with in accordance with this clause.

24.2. Any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.

24.3. In the case of claims against us, all notices are to be provided to petalandsagefloraldesigns@gmail.com. © Progressive Legal Pty Ltd – All legal rights reserved (2021) 12

24.4. If the dispute is not resolved by agreement within 10 business days of the Second Party receiving the notice referred to above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further 10 business days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited.

24.5. Once a mediator is appointed, the parties agree that: (a)The costs of the mediator shall be borne equally between the disputing parties. (b)The chosen mediator shall determine the procedures for mediation. (c)The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.

24.6. If the parties have not mediated a resolution of the dispute within 10 business days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it considers fit in relation to the dispute. 

24.7. Nothing in this clause prevents a party from commencing proceedings seeking urgent interlocutory relief from a court of competent jurisdiction to hear the matter, if, in that party’s reasonable opinion, it is necessary to protect their rights.

24.8. Despite the existence of a dispute the parties must continue to comply with their obligations under the contract.

24.9. This clause survives termination of these Terms. 

APPLICABLE LAW

25.1. These Terms shall be construed in accordance with and governed by the laws of Victoria, Australia.

25.2. You consent to the exclusive jurisdiction of the courts in Victoria, Australia to determine any matter or dispute which arises between us. 

YOUR FEEDBACK

26.1. We welcome enquiries or feedback. Unless specifically stated by you, we shall treat any information you provide us with, as non-proprietary and non-confidential. Please see our Privacy Policy for further details.

26.2. If you have questions or comments regarding our Services, please email us at petalandsagefloraldesigns@gmail.com.