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CLIENT TERMS

These Client Terms, together with any Invoice (defined in clause 1), set out the Agreement under the terms of which THE TRUSTEE FOR YSG & CO TRUST ABN 97 717 243 014 (‘YSG’, ‘we’, ‘our’, or ‘us’) provides the goods and/or services (defined in clause 2) to you (the ‘Client’, ‘you’) in exchange for the Fees. The Term of this agreement commences on when you accept an Invoice and will continue until all the fees payable under this agreement have been paid by the Client.

1. CLIENT FORM, THIS AGREEMENT

    • These Client Terms will apply to all the Client’s dealings with YSG, including being incorporated in all agreements, invoices, quotations or orders under which YSG is to provide goods and/or services to the Client (each an Invoice) together with any additional terms included in such Invoice (provided such additional terms are recorded in writing).
    • The Client will be taken to have accepted this Agreement if the Client accepts an Invoice, or if the Client orders, accepts or pays for any goods and/or services provided by YSG after receiving or becoming aware of this Agreement or these Client Terms.
    • In the event of any inconsistency between these Client Terms and any Invoice, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in an Invoice) will prevail over these Client Terms to the extent of any inconsistency.
    • The Client is responsible for confirming that the Invoice accurately specifies (if applicable):
      • the quantity and specifications of the goods and/or services required; and
      • the agreed Fees and other rates.

2. GOODS AND/OR SERVICES

    • In consideration for the payment of the fees set out in the Invoice (Fees), YSG will provide the Client with services set out in an Invoice (Services) and/or goods set out in an Invoice (Goods).
    • Where the context permits the terms ‘Goods’ and ‘Services’ shall be interchangeable when used in this Agreement.
    • Unless otherwise agreed, YSG may, in its discretion:
      • not commence work on any Goods or Services until the Client has paid any Fees payable in respect of such Goods or Services; and
      • withhold delivery of Services until the Client has paid an invoice in respect of such Services.
    • TIMING
      • YSG will commence work from either the date:
        • when the Client pays the Fees to YSG;
        • set out in the Invoice; or
        • agreed with the Client.
      • The timing of the Goods and/or Services and any due dates for deliverables will be agreed with the Client. There may be delays in providing the Goods and/or Services if the Client does not provide adequate or correct information for YSG to perform the Services.
      • (Estimates Only) All timings and due dates for any deliverables or Goods and/or Services by YSG are estimates only. Due dates may need to be extended for various reasons including if:
        • the Client does not provide adequate information;
        • the Client does not provide adequate feedback or required acceptance;
        • the Client does not provide adequate time for YSG to perform the Services; or
        • the Client requires additional work or changes to the scope of Services required.

3. CLIENT OBLIGATIONS

    • (General) The Client must provide YSG with all documentation, information and assistance reasonably required for YSG to perform the Services.
    • (Liaison) The Client agrees to liaise with YSG as it reasonably requests for the purpose of enabling YSG to provide the Services.
    • (Measurements) The Client agrees to organise time with YSG to confirm their measurements, either by:
      • a face-to-face consultation where YSG will take measurements and provide such other Services as may be required for the manufacturing of the Goods for the Client; or
      • a virtual appointment where the Client will take their own measurements in accordance with instructions from YSG.

The Client agrees that YSG will not be liable for delays or errors in the Goods caused by the Client’s failure to make time to organise these aspects of the Services.

  • (Information) The information that the Client provides in relation to YSG’s performance of the Services and/or supply of the Goods must be comprehensive, specific and accurate. The Client acknowledges that YSG will rely on such information when manufacturing the Goods and any failure to include information or any error in information that they provide to YSG may result in the quality of the Goods and/or Services being lower or different to that which was initially represented by YSG. YSG will not be liable for any difference in quality due to their reliance on the Client’s information. If additional work is required due to the information the Client supplies to YSG being incorrect, the Client acknowledges that additional fees will apply in accordance with clause 5.
  • (Weight Fluctuations) The Client acknowledges that YSG will weigh the Client and store data about their body weight as part of the Services. Any changes in the Client’s body weight may impact how the Goods fit the Client and the Client agrees to notify YSG of their intended body weight for any event at which they intend to use the Goods in order for YSG to plan for this weight fluctuation. If there is a weight fluctuation of more than 2 kilograms in the Client’s weight from the Client’s weight when YSG first recorded the Client’s weight, the Client agrees that they will not hold YSG liable for the Goods not properly fitting them, and acknowledges that further Fees may be required to alter or remake the Goods.

4. CLIENT SUPPLIED GOODS

If in performing the Services, YSG is required to use any materials and/or products supplied by the Client:

  • the Client accepts the risk of defects or deficiencies in such products and/or materials;
  • YSG will not be required to investigate the suitability, quality or fitness for purpose of existing or proposed materials and/or products.

5. PAYMENT

    • FEES

The Client must pay to YSG fees in the amounts and at the times set out in the Invoice or as otherwise agreed in writing.

  • INVOICES

Unless otherwise agreed in the Invoice:

  • if YSG issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and
  • in all other circumstances, the Client must pay for all Goods and/or Services within 24 hours of receiving an invoice for amounts payable.
  • EXPENSES

Unless otherwise agreed in writing:

  • the Client will bear all travel, accommodation, office stationery, computer storage, media and related expenses reasonably incurred by YSG in connection with an Invoice; and
  • any third party costs incurred by YSG in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Invoice.
  • ADDITIONAL FEES

If additional work is required to be performed by YSG because the measurement (or any other) information the Client has supplied to YSG is incorrect, such additional work will incur further fees and the Client agrees to pay such fees to YSG.

  • GST

Unless otherwise indicated, amounts stated in an Invoice do not include GST. In relation to any GST payable for a taxable supply by YSG, the Client must pay the GST subject to YSG providing a tax invoice.

  • CARD SURCHARGES

YSG reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

6. PRICING

    • The Client acknowledges that despite YSG’s reasonable precautions, Goods may be listed at an incorrect price, or with incorrect availability and/or other information, due to typographical errors and/or oversight. In such circumstances, YSG reserves the right to substitute the Goods with a comparative product, if agreed by the Client or cancel Invoice, even if the Invoice has been paid for and previously accepted by YSG.
    • If YSG cancels an Invoice in accordance with clause 6(a), YSG will, as soon as practicable, contact the Client and issue a refund for any payment the Client has made for the cancelled order.
    • YSG will endeavour to make any refund under this clause using the same payment method as the payment method used by the Client during the original purchase, however may vary this method at its discretion.

7. GOODS AND MATERIALS INFORMATION

    • YSG endeavours to ensure that the descriptions and specifications in relation to the Goods and/or materials on its website or in catalogues are accurate. However, photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, descriptive literature or a catalogue are based on information provided by manufacturers and suppliers and, as such YSG does not guarantee that those descriptions and specification are accurate or free from errors or omissions, except to the extent required by applicable law. YSG reserves the right to make any necessary corrections to the descriptions or specifications without notice.
    • If you have selected a specific fabric at the time of order and it becomes unavailable due to circumstances beyond our control, we will offer you an alternative fabric that is similar in its appearance and properties to the original fabric you selected. If you decline our offer, you may choose to terminate this agreement in accordance with clause 1, in which case termination fees covering our services to date will apply in accordance with clause 5.

8. TITLE AND RISK

    • Until the price of Goods is paid in full, title in those Goods is retained by YSG.
    • Risk in the Goods will pass to the Client on delivery or on completion of purchase.

9. RETURNS & EXCHANGES

    • (Change of mind returns) YSG allow change of mind refunds within 24 hours of the Client accepting an Invoice. After this time, YSG will have commenced the process of submitting orders for materials required to manufacture the Goods and will not issue refunds for change of mind.
    • (Defective Goods) Subject to the processes described in clause 10, YSG may allow for returns where the Client believes the Goods are defective.

10. DEFECTIVE GOODS AND ACCEPTANCE

    • DEFECTIVE GOODS

Where the Client considers that any Goods provided by YSG are defective, the Client must, within a reasonable time of receiving the Goods, inform YSG of that fact in writing.

  • CLIENT’S OBLIGATIONS

Where Goods are the subject of a notice under clause 10.1:

  • the Client must, at YSG’s option:
    • leave the Goods in the state and condition in which they were delivered until such time as YSG or its duly authorised agent has inspected the Goods; or
    • send YSG photographs, descriptions or other material evidencing the defects in the Goods at ryan@ysgandco.com;
  • YSG will inspect the Goods and/or evidence of defects in the Goods within a reasonable time after notification by the Client; and
  • if clause 2(a) is not complied with, the Client will be taken to have accepted the Goods and YSG will be entitled to the price for the Goods set out in any Invoice.
  • REPAIRS OR REPLACEMENTS OF DEFECTIVE GOODS

If, upon inspection, in the reasonable opinion of YSG:

  • the Goods are defective; and
  • the Goods were not damaged by the Client and/or the Client did not fail to take reasonable steps to prevent the Goods from becoming damaged; or
  • the Goods are otherwise not in conformity with the Invoice, then at the discretion of the Client, YSG will:
    • replace the Goods or supply the equivalent of the Goods;
    • repair the Goods;
    • pay the Client the cost of replacing the Goods or acquiring equivalent Goods; or
    • pay the Client the cost of having the Goods repaired.
  • GOODS CONSIDERED NOT TO BE DEFECTIVE

If, upon inspection, in the reasonable opinion of YSG:

  • the Goods are not defective;
  • the Goods are defective due to an act or omission of the Client, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care by the Client; or
  • the Goods are otherwise in conformity with the Invoice, YSG will refuse the Client’s return, the Client will be taken to have accepted the Goods and YSG will be entitled to the price for the Goods set out in any Invoice.
  • ACCEPTANCE

Except where notice has been given in accordance with clause 10.1, acceptance of the Goods is deemed for all purposes to have taken place:

  • when the Client makes known to YSG that it has accepted the Goods;
  • when the Client, after delivery of the Goods, does any act in relation to them which is inconsistent with YSG’s ownership of the Goods; or
  • upon the expiry of seven days from the date of delivery, whichever first occurs.
  • WEAR AND TEAR

Goods that have been subject to regular wear and tear will not be considered to be defective.

11. DELIVERY

    • COST AND OBLIGATIONS
      • Unless otherwise indicated, amounts stated in Invoices, on YSG’s website or in stores, do not include delivery.
      • For Goods to be delivered, YSG will charge the Client for delivery (notwithstanding that it may not have previously done so).
      • Delivery is to the delivery point specifically accepted by YSG.
      • If YSG is unable to complete the delivery within the agreed time schedule due to the Client’s absence or other fault of the Client, the Client will be liable for all charges and costs incurred, including but not limited to warehousing, transportation and redelivery.
      • If the Client organises delivery independently of YSG, YSG shall not be held liable for non-delivery, lateness of delivery or loss or damage of Goods during transit.
      • YSG may, at its discretion, deliver the Goods to the Client in any number of instalments.
    • DAMAGE IN TRANSIT

Unless YSG is delivering the Goods, YSG shall not be liable for loss of or damage to Goods in transit and the Client must make all claims for such loss or damage against the carrier. YSG encourages the Client to take out insurance to protect itself for loss of or damage to Goods in transit.

12. CHANGES

    • The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Invoice (Changes).
    • Unless otherwise agreed in writing, YSG may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

13. ACCREDITATIONS

Unless otherwise agreed in writing:

  • all Goods or deliverables provided to the Client as part of the Services, including images of the Goods (Deliverables) must, if requested by YSG, bear an accreditation and/or a copyright notice including YSG’s name in the form, size and location as directed by YSG; and
  • YSG may request the Client’s permission to describe the Services and/or reproduce, publish and display the Deliverables in YSG’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.

14. THIRD PARTY GOODS AND/OR SERVICES

    • Any Service that requires YSG to acquire Goods and/or Services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ policies.
    • The Client agrees to familiarise themselves with any Third Party Terms applicable to any such Goods and/or Services supplied and, by instructing YSG to acquire the goods or services on the Client’s behalf, the Client will be taken to have agreed to such Third Party Terms.

15. CONFIDENTIALITY

    • Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
    • This clause 15 does not apply to:
      • information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
      • information required to be disclosed by any law; or
      • information disclosed by YSG to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

16. WARRANTIES

    • To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this Agreement or an Invoice are excluded.
    • Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

17. LIABILITY

    • (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of YSG to the Client in respect of loss or damage sustained by the Client under or in connection with this Agreement is limited to the total Fees paid to YSG by the Client as at the date of the first event giving rise to the relevant liability.
    • (Indemnity) The Client agrees at all times to indemnify and hold harmless YSG and its officers, employees and agents (“those indemnified“) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’ or agents’:
      • breach of any term of this agreement; or
      • negligent, fraudulent or criminal act or omission.
    • (Consequential loss) YSG will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by YSG, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

18. SUBCONTRACTING

YSG may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

19. TERMINATION

    • TERMINATION FOR CONVENIENCE

YSG may terminate this Agreement for convenience at any time by providing two weeks’ written notice to the Client.

  • TERMINATION FOR CAUSE

Either party (Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this Agreement and either:

  • fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
  • that breach is not capable of remedy.
  • EFFECT OF TERMINATION

Upon termination of this Agreement:

  • each party must return all property of other parties to those respective parties;
  • each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and
  • no rights, liabilities or remedies of any party will be invalidated by the termination.
  • SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.

20. DISPUTE RESOLUTION

    • A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
    • A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
    • Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

21. FORCE MAJEURE

    • If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
      • reasonable details of the Force Majeure Event; and
      • so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
    • Subject to compliance with clause 12(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    • The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
    • For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      • strikes or other industrial action outside of the control of the Affected Party;
      • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      • any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

22. NOTICES

    • A notice or other communication to a party under this agreement must be:
      • in writing and in English; and
      • delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    • Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      • 24 hours after the email was sent; or
      • when replied to by the other party,

whichever is earlier.

23. GENERAL

    • GOVERNING LAW

This Agreement is governed by the law applying in Victoria, Australia.

  • JURISDICTION

Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

  • ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).

  • RELATIONSHIP
    • Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between YSG and the Client or any of their respective employees, agents or contractors.
    • Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.
  • AMENDMENTS

This Agreement may only be amended by a document signed by each party.

  • WAIVER

No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

  • FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.

  • ENTIRE AGREEMENT

This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.

24. AVAILABILITY

From time to time, some Goods on the Website may be out of stock or unavailable and we may not be able to fulfil all or part of your order. If this happens you will be contacted within 48 hours if we are unable to fill your order and a full refund will be processed.

25. ORDER CANCELLATIONS

If notified before goods have been dispatched, we can accommodate order cancellations. If items have been shipped, we reserve the right to refuse order cancellation or charge a cancellation fee should we be able to request the return of the package from our delivery service.

26. PROMOTIONS AND DISCOUNTS

From time to time you may receive online offers and promotions which include a promotional or coupon code (“Code”) for use when shopping. It is your responsibility to ensure that the Code is valid, and that you enter the Code at the time of making your purchase online. We cannot apply the Code retrospectively once you have submitted your Order. Terms and conditions will apply to the use of the offer or promotion. Please read these carefully to make sure you can take proper advantage of these offers. Any Code is non-transferable and, unless expressly stated, may not be used in conjunction with any other offers. All offers and promotions cannot be used in conjunction with any other offer.

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