These General Terms & Conditions of Trade (“Terms”) apply to the supply of Goods, Equipment, services, deliveries, rentals and all other transactions between The Water Place Pty Ltd ABN 35 644 357 380 (“TWP”, “The Water Place”, “we”, “our”, “us”) and the Customer (“Customer”, “you”, “your”), unless expressly varied by a written agreement signed by an authorised representative of TWP.

These Terms apply to residential, commercial, wholesale and government customers unless replaced or varied by a Special Agreement, Commercial Agreement or other written Schedule.

1. GENERAL TERMS

1.1 Application of these Terms

These Terms govern every supply of Goods, Equipment and services by TWP unless expressly varied by a written agreement signed by an authorised representative of TWP.

Any terms proposed by the Customer are excluded unless expressly accepted in writing by TWP.

1.2 Variation

No variation to these Terms is effective unless it is made in accordance with Section 14.6 or otherwise agreed in writing by an authorised representative of TWP.

1.3 Definitions

• Customer means: Any person or entity ordering Goods or Equipment from The Water Place.
• Goods means: all bottled water, packaged water, accessories, consumables, filtration products and any other products supplied by TWP.
• Equipment means: coolers, dispensers, filtration systems, cages, bottle racks, stands, display equipment and any other equipment supplied by TWP on hire, loan or otherwise.
• Rental Equipment means: All Equipment supplied on hire or free-on-loan.
• Purchased Equipment means: Equipment bought outright by the Customer.
• Price means: the amount payable for Goods, Equipment or services, including any applicable GST unless otherwise stated.
• Pinch means: The Water Place’s secure third-party direct debit provider.
• Delivery means: the supply, delivery or collection of Goods or Equipment by TWP.
• Agreement means: these Terms together with any quotation, order, Schedule, Commercial Agreement or other document expressly incorporated by reference.
• Business Day means: any day other than a Saturday, Sunday or public holiday in New South Wales.
• Australian Consumer Law means: Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• Service Commencement Date means: The Customer’s rental period commences on the later of the date the Customer’s initial rental payment has been received and cleared by TWP and the date the Rental Equipment is supplied or made available to the Customer (“Service Commencement Date”).

1.4 Ownership of Equipment

All Rental Equipment remains the sole property of TWP at all times.

The Customer obtains no ownership interest in Rental Equipment and must not sell, assign, relocate, modify, pledge, dispose of or otherwise deal with the Equipment as owner.

Rental Equipment must be returned or made available for collection upon termination of the Equipment rental or upon request by TWP.

Where Rental Equipment is not returned, or is returned damaged beyond fair wear and tear, TWP may recover the reasonable replacement or repair cost from the Customer.

2. ACCEPTANCE OF TERMS

2.1 Acceptance of Terms

The Customer is deemed to have accepted these Terms upon the earliest of the following events:

• placing an order for Goods or services;
• opening or activating a customer account;
• accepting Delivery of any Goods or Equipment;
• using any Equipment supplied by TWP;
• signing any rental, commercial or service agreement with TWP;
• activating a Direct Debit authority; or
• otherwise requesting or accepting the supply of Goods, Equipment or services from TWP.

Once accepted, these Terms apply to all subsequent transactions between TWP and the Customer unless replaced or varied in accordance with these Terms or by a written agreement.

2.2 Customer Information

The Customer must ensure that all contact details, delivery instructions, access information, billing information and other account details remain accurate and up to date.

The Customer must promptly notify TWP of any change to this information.

TWP will not be responsible for any delay, failed delivery, additional cost or other loss arising from inaccurate, incomplete or outdated Customer information.

3. EQUIPMENT WARRANTY, SERVICE & SUPPORT

3.1 Rental Equipment Warranty & Service

1. Rental Equipment remains the property of The Water Place at all times.
2. TWP will provide routine servicing, repairs, maintenance and, where appropriate, replacement of Rental Equipment at no additional charge, except where an exclusion under these Terms applies.
3. All service requests must be lodged with TWP service team.
4. TWP will use reasonable efforts to attend the Customer’s premises within commercially reasonable timeframes, having regard to workload, technician availability, geographic location and operational priorities.
5. TWP does not guarantee response times, emergency attendance or service level agreements unless expressly agreed in writing.
6. Replacement Equipment may be new, refurbished or a substantially equivalent model of similar functionality.
7. Warranty exclusions include:
   • Misuse, abuse, contamination or tampering;
   • Physical damage;
   • Relocation of the Equipment’s physical location without approval;
   • Use of non-TWP bottles;
   • Electrical faults or environmental damage;
   • Failure to follow operating instructions.

   Normal wear and tear is excluded from these warranty exclusions.

8. Where a warranty exclusion applies, TWP may recover the reasonable cost of inspection, repair or replacement of the affected Equipment.
9. The Customer must provide safe and reasonable access to the Equipment to enable servicing, maintenance or replacement. Where access is unavailable or unsafe, TWP may reschedule the service until suitable access is provided.

3.2 Purchased Equipment Warranty

1. New Purchased Equipment: is supplied with the applicable manufacturer’s warranty.
2. Refurbished Purchased Equipment: 3-month limited warranty.
3. Warranty claims require the Customer to return the unit to TWP depot for assessment.
4. The Water Place does not attend Customer premises for warranty claims on purchased Equipment.
5. Warranty excludes:
   • Consumables (taps, seals, filters, bottles);
   • Improper use, relocation or modification;
   • Electrical faults, power surges or liquid damage;
   • Use of non-TWP bottles;
   • Accidental damage;
   • Unauthorised repairs.
6. Subject to the Australian Consumer Law and any applicable manufacturer’s warranty, TWP will determine the appropriate repair, replacement or other remedy following inspection of the Equipment.

3.3 Australian Consumer Law

Nothing in this section excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded under the Australian Consumer Law.

Any manufacturer’s warranty operates in addition to the Customer’s rights under the Australian Consumer Law.

4. LOSS OR DAMAGE TO EQUIPMENT & BOTTLES

4.1 Customer Responsibility

The Customer is responsible for all Rental Equipment and reusable bottles supplied by TWP while they are in the Customer’s possession or control.

The Customer must take reasonable care to protect TWP property from loss, theft, damage, contamination, misuse or unauthorised use.

Fair wear and tear resulting from ordinary use is excluded.

4.2 Bottle Replacement

Where a reusable 15L bottle is:

• lost;
• stolen;
• contaminated;
• deliberately damaged; or
• not returned,

the Customer agrees to pay a Bottle Replacement Charge of $22.00 per bottle (inclusive of GST).

4.3 Equipment Replacement

Where Rental Equipment is:

• lost;
• stolen;
• destroyed;
• not returned; or
• damaged beyond fair wear and tear,

the Customer agrees to pay:

• the reasonable cost of repair; or
• where repair is not commercially reasonable, the current Recommended Retail Price (RRP) of the Equipment as published by TWP at the time of replacement.

4.4 Fair Wear and Tear

The Customer is not responsible for deterioration arising solely from ordinary use, age or fair wear and tear.

5. PAYMENT TERMS

5.1 Payment Terms

Unless otherwise agreed in writing:

• Residential Customers: Payment is due within 7 days from the invoice date.
• Business Customers: Payment is due within 30 days from the invoice date.
• Large Commercial Customers: Payment terms of 60 to 90 days may be approved by TWP under a separate written agreement.

5.2 Payment Methods

• Direct debit (Pinch);
• Bank transfer;
• Card payment;
• Cash (must match invoice); or
• Any other payment method approved by TWP.

5.3 Overdue Accounts

If payment is not received by the due date, TWP may, without limiting any other rights available to it:

• suspend further deliveries or services;
• suspend or terminate rental of Equipment;
• recover Rental Equipment in accordance with these Terms;
• require future orders to be paid in advance;
• place the Customer’s account on hold; and
• commence debt recovery proceedings.

5.4 Recovery Costs

Where an overdue account is referred for debt recovery, the Customer agrees to pay any reasonable debt recovery costs incurred by TWP, to the extent permitted by law.

5.5 Equipment Rental Charges

1. Annual Rental in Advance
   Rental Equipment supplied on paid hire is charged on an annual basis, 12 months in advance. This clause does not apply to Equipment expressly supplied by TWP on a free-on-loan basis.
2. Service Commencement Date
   The Customer’s rental period commences on the later of the date the Customer’s initial rental payment has been received and cleared by TWP and the date the Rental Equipment is supplied or made available to the Customer (“Service Commencement Date”).
3. Initial Rental Period
   The initial rental charge covers the Rental Equipment for the 12-month period commencing on the Service Commencement Date.

4. Annual Renewal
   Unless the rental is cancelled and the Rental Equipment returned or made available for collection in accordance with these Terms, the Customer will be charged the applicable annual rental fee on each anniversary of the Service Commencement Date.

   Each annual rental charge is billed in advance and covers the following 12-month rental period.

5. What the Rental Includes
   The annual rental fee includes:

   • use of the Rental Equipment;
   • routine servicing;
   • repairs;
   • maintenance; and
   • replacement of Rental Equipment where appropriate,

   subject to the conditions and exclusions contained in Section 3.1 of these Terms.

6. Rental Rate
   The applicable annual rental rate is the rate quoted, invoiced or otherwise agreed with the Customer. Rental rates may vary depending on the type and quantity of Equipment supplied.

7. Cancellation of Water Service
   Cancellation of water deliveries, cessation of ordering, or closure of the Customer’s water account does not by itself terminate the Equipment rental.

   Rental Equipment must be returned to, or made available for collection by, TWP in accordance with these Terms.

6. DIRECT DEBIT TERMS

6.1 Direct Debit Provider

TWP currently uses Pinch Payments to securely process Direct Debit payments.

TWP may appoint an alternative Direct Debit provider at any time by providing reasonable notice to affected Customers.

6.2 Security of Payment Information

TWP does not store or have access to Customers’ bank account or payment card details used for Direct Debit.

Payment information is securely encrypted and stored by the Direct Debit provider in accordance with applicable Australian privacy and security legislation.

6.3 Agreement to Pinch Terms

By establishing a Direct Debit authority, the Customer agrees to the applicable Direct Debit provider’s terms and conditions.

6.4 Failed Payments

Where a Direct Debit payment is dishonoured or otherwise fails, TWP may:

• recover any reasonable dishonour or transaction fees charged by the payment provider;
• suspend further deliveries or services until the outstanding amount is paid;
• require an alternative payment method; and
• cancel the Direct Debit arrangement where repeated failed payments occur.

6.5 Customer Authority

The Customer warrants that they are authorised to establish the Direct Debit authority for the nominated account or payment method.

7. DELIVERY TERMS

7.1 Delivery Completion

Delivery is deemed complete when the Goods or Equipment have been placed at the Customer’s nominated delivery location or otherwise delivered in accordance with the Customer’s instructions, including unattended delivery.

7.2 Customer Access

Customers must provide:

• clear and safe access;
• unlocked gates;
• secured pets;
• empty reusable bottles made available for exchange (where applicable); and
• safe pathways.

If safe access is unavailable, TWP may refuse delivery until the delivery location is made safe.

7.3 Good-Faith Delivery & Property Protection

TWP drivers will exercise reasonable care when delivering Goods and Equipment.

Subject to the Australian Consumer Law, TWP is not responsible for property damage where the damage arises from:

• pre-existing deterioration (rust, rot, wear, instability);
• unsafe or unsuitable premises;
• Customer directions;
• normal delivery actions; or
• hidden or concealed hazards not reasonably visible to the driver.

Any claim for property damage should be reported to TWP as soon as reasonably practicable. TWP will investigate the circumstances and respond to the claim. Any liability will be determined in accordance with these Terms and applicable law.

7.4 Water Storage Responsibilities

After delivery, the Customer must store water:

• indoors or under suitable weather protection;
• out of direct sunlight; and
• away from heat sources or contaminants.

TWP is not responsible for deterioration in water quality resulting from improper storage after Delivery.

7.5 Missed Delivery Runs

Where Delivery cannot be completed due to circumstances within the Customer’s control, including restricted access, unsecured animals, unavailable bottle exchanges or unsafe conditions:

• Delivery may be deferred until the Customer’s next scheduled delivery;
• the Customer may collect Goods from a TWP depot where available; or
• TWP may offer an out-of-cycle delivery, which may incur an additional delivery charge.

TWP may, at its discretion, complete an earlier delivery where operationally practical; however, this is not guaranteed.

7.6 Delivery Times

Any delivery date or estimated delivery time provided by TWP is an estimate only.

While TWP will use reasonable efforts to meet scheduled delivery dates, TWP is not liable for delays caused by weather, traffic, mechanical breakdown, emergencies, supply disruptions or other circumstances beyond its reasonable control.

8. TITLE, OWNERSHIP & ACCESS RIGHTS

8.1 Purchased Goods

1. Title to Purchased Goods passes to the Customer upon payment in full of all amounts owing in respect of those Goods.
2. Following transfer of title, the Customer is responsible for the storage, maintenance and proper use of the Goods.
3. Warranty claims for Purchased Equipment must be made in accordance with Section 3 of these Terms.

8.2 Rental Equipment & Free-On-Loan Equipment

1. All Rental Equipment remains the sole property of TWP at all times.
2. The Customer must not:
   • sell;
   • assign;
   • relocate;
   • modify;
   • dispose of;
   • sub-hire;
   • grant any security interest over; or
   • otherwise deal with the Equipment as owner,

   without TWP’s prior written consent.

3. Upon request or termination of the Equipment rental, the Customer must immediately make the Rental Equipment available for collection by TWP.
4. Loss, damage or failure to return Rental Equipment will be dealt with in accordance with Section 4 of these Terms.

8.3 Property Access Licence

The Customer grants TWP, its employees, contractors and authorised representatives’ reasonable access to those areas of the Customer’s property ordinarily used for delivery, servicing or collection, during normal business hours or at another agreed time, subject to lawful access and these Terms, for the purpose of:

• delivering Goods;
• servicing Equipment;
• replacing Equipment;
• collecting Equipment;
• collecting reusable bottles; or
• otherwise performing obligations under these Terms.

The Customer must ensure safe and reasonable access to the delivery location.

Failure to provide access may result in:

• delayed or suspended deliveries;
• additional delivery charges;
• Equipment collection being deferred; or
• charges relating to unreturned Equipment.

8.4 Recovery of TWP Property

Where Rental Equipment remains on premises after termination of the Equipment rental, and the Customer fails to make the Equipment available for collection within a reasonable time after request, TWP may recover the Equipment by lawful means.

The Customer must provide reasonable access for that purpose.

9. LIABILITY, WATER DAMAGE & CONSUMER LAW

9.1 Water Damage Disclaimer

The Customer acknowledges that bottled water, water coolers, filtration equipment and associated products may leak, spill or overflow if improperly installed, handled, maintained or used.

Subject to the Australian Consumer Law, TWP is not responsible for loss or damage arising from:

• improper installation or use by the Customer or a third party;
• failure to follow operating or storage instructions;
• misuse, abuse or modification of Equipment;
• deterioration caused by age, wear or external influences; or
• circumstances beyond TWP’s reasonable control.

Where a Customer claims that water damage has resulted from a defect in Goods or Equipment supplied by TWP, TWP will investigate the circumstances and respond to the claim. Any liability will be determined in accordance with these Terms and applicable law.

This may include damage to:

• flooring;
• carpets;
• furniture;
• electrical equipment;
• walls, ceilings or structures; and
• any other surrounding property.

9.2 Mandatory Australian Consumer Law Statement

Nothing in these Terms excludes, restricts or modifies any rights, guarantees or remedies that cannot lawfully be excluded under the Australian Consumer Law or any other applicable legislation.

Our Goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.

You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage.

You are also entitled to have the Goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

9.3 Limitation of Liability (Permitted by Law)

To the extent permitted by law, where TWP is liable in relation to Goods or services supplied under these Terms, TWP’s liability is limited, at its option, to one or more of the following remedies:

• repairing the Goods;
• replacing the Goods;
• re-supplying the services;
• paying the reasonable cost of repair, replacement or re-supply; or
• refunding the amount paid for the relevant Goods or services.

9.4 Indirect Loss

Subject to the Australian Consumer Law, TWP is not liable for any indirect, consequential or economic loss, including loss of profits, business interruption or loss of opportunity, except where such liability cannot lawfully be excluded.

10. CANCELLATION, RETURNS & REFUNDS

10.1 Cancellation

The Customer may cancel the ongoing supply of Goods or Rental Equipment by providing written notice to TWP.

Cancellation of Goods supply and cancellation of Equipment rental are separate matters.

Cancellation of water deliveries, cessation of ordering, or closure of the Customer’s water account does not by itself terminate the Equipment rental.

Equipment rental will only terminate once the Customer has notified TWP of the cancellation and the Rental Equipment has been returned to, or made available for collection by, TWP, unless otherwise agreed in writing.

10.2 Refund Eligibility

Any refund or credit relating to Rental Equipment or prepaid rental charges will only be considered once:

• all Rental Equipment has been returned or made available for collection;
• all reusable bottles have been returned, where applicable;
• all outstanding invoices and other amounts owing have been paid or otherwise resolved; and
• the Equipment has been inspected by TWP where reasonably required.

10.3 Equipment Rental Cancellation and Refunds

1. Rental Equipment is charged annually in advance in accordance with Section 5.5.
2. A Customer may cancel their Equipment rental at any time by notifying TWP and arranging for the Rental Equipment to be returned or collected.
3. Cancellation during a 12-month rental period does not automatically entitle the Customer to a refund or credit for any unused portion of the annual rental charge.
4. TWP may, at its discretion, waive, refund or credit all or part of an annual rental charge following cancellation.
5. Any waiver, refund or credit will be determined by TWP on a case-by-case basis and does not create an entitlement to the same treatment for any other Customer or any future cancellation.
6. Where the Equipment rental has been cancelled and the Rental Equipment has been returned, or made reasonably available for collection by TWP, before the next anniversary of the Service Commencement Date, the rental will not renew for a further 12-month period.
7. Where Rental Equipment has not been returned or made available for collection before the next anniversary of the Service Commencement Date, TWP may continue to treat the Equipment as being on rental until it is returned or otherwise recovered, subject to any discretion exercised by TWP.
8. Any outstanding amounts owing on the Customer’s account remain payable following cancellation.

10.4 Failure to Return

Failure to return Rental Equipment or reusable bottles may result in replacement charges in accordance with Sections 4 and 8 of these Terms.

Where Rental Equipment remains in the Customer’s possession or control following cancellation, TWP may take reasonable steps to recover the Equipment in accordance with these Terms.

11. PRIVACY

11.1 Privacy

TWP collects, stores, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and other applicable privacy legislation.

11.2 Access to Information

Customers may request access to their personal information held by TWP, subject to applicable legal requirements.

11.3 Payment Information

TWP does not store Customers’ bank account or payment card details used for Direct Debit.

Payment information is securely stored by TWP’s nominated payment provider.

12. AUSTRALIAN CONSUMER LAW

Nothing in these Terms excludes, restricts or modifies any right or remedy available under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, where those rights cannot lawfully be excluded.

Where liability may lawfully be limited, it is limited in accordance with these Terms.

13. SPECIAL AGREEMENTS

Where the Customer enters into a Commercial Agreement, Rental Schedule, Equipment Schedule, Swap ‘N’ Go Agreement or other written agreement with TWP, that agreement forms part of these Terms.

Where an inconsistency exists, the specific agreement or schedule prevails to the extent of the inconsistency.

14. GENERAL PROVISIONS

14.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia.

The parties submit to the jurisdiction of the courts of New South Wales.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

14.3 Waiver

Failure by TWP to enforce any right under these Terms does not constitute a waiver of that right.

Any waiver, refund, credit, concession or other discretionary arrangement provided by TWP in relation to one transaction or Customer does not constitute a waiver of TWP’s rights in relation to any other transaction, Customer or future circumstance.

14.4 Assignment

The Customer may not assign or transfer any rights under these Terms without TWP’s prior written consent.

TWP may assign or subcontract its obligations where reasonably necessary.

14.5 Entire Agreement

These Terms, together with any quotation, Commercial Agreement, Schedule or other written agreement between the parties, constitute the entire agreement between TWP and the Customer regarding the supply of Goods, Equipment and services.

14.6 Variation and Updates to Terms

TWP may update these Terms from time to time.

Updated Terms will be published on TWP’s website and will take effect from the effective date stated in the updated version.

Where an update materially changes an existing Customer’s fees, charges, rights or obligations, TWP will provide reasonable notice to affected Customers before the material change takes effect.

Where a material change adversely affects an existing Customer, the Customer may cancel the affected ongoing service before the change takes effect, subject to the return of any TWP-owned Equipment and payment of any amounts already due.

Minor administrative, formatting, clarification, operational or compliance changes may be made without individual notice where those changes do not materially alter the Customer’s rights, obligations, fees or charges.

Changes to these Terms will not operate retrospectively unless expressly agreed in writing between TWP and the Customer.

Where a Customer continues to order Goods, use services, retain Rental Equipment, or otherwise continue their relationship with TWP after the effective date of updated Terms, the updated Terms will apply to future transactions and ongoing services to the extent permitted by law.

Where a separate Commercial Agreement, Rental Schedule, Equipment Schedule or other written agreement specifies different variation requirements, that agreement will prevail to the extent of any inconsistency.