Terms and Conditions

Terms and Conditions

Cipherloq is a smart lock supplier serving both end customers and trade clients. To ensure competitive pricing and the best possible service, we ask customers to review our trading terms and conditions carefully.

1. Definitions

In these Terms and Conditions, the following terms have the specified meanings:

• Australian Consumer Law – Refers to Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any related state or territory legislation.
• Confidential Information – Includes all proprietary information disclosed by Cipherloq to the Customer, excluding information that:
  1. Is publicly available or lawfully obtained from another source.
  2. Is already known by the Customer without obligation of confidentiality.
• Consequential Loss – Covers indirect losses, such as reputation damage, lost profits, loss of savings, and lost business opportunities.
• Consumer – Defined under Section 3 of the Australian Consumer Law.
• Consumer Guarantee – A statutory guarantee under Division 1, Part 3-2 of the Australian Consumer Law.
• Control – Defined in Section 50AA of the Corporations Act 2001 (Cth).
• Customer – The entity or individual requesting Goods and/or Services from Cipherloq.
• Customer Background Materials – Any materials (e.g., designs, logos, or information) provided by the Customer for contractual purposes.
• Delivery Fee – Cipherloq offers free shipping for all deliveries unless specified otherwise in a quote or agreement.
• Force Majeure Event – Any event beyond reasonable control affecting the fulfillment of obligations.
• Goods – Products supplied by Cipherloq.
• Insolvency Event – Includes liquidation, bankruptcy, or similar financial distress affecting an entity or individual.
• Intellectual Property Rights – All intellectual and industrial property rights globally.
• Invoice – As defined in Clause 4.4.
• Loss – Covers liabilities, costs, damages, penalties, expenses, whether direct or indirect, immediate or future.
• Offer – As defined in Clause 3.1.
• Order – A request for Cipherloq to supply Goods and/or Services, whether written, verbal, or implied.
• PDH Goods or Services – Products classified as personal, domestic, or household-use items under the Australian Consumer Law.
• Purchase Price – The agreed amount under Clause 4.1, subject to variation in Clause 4.2.
• Quotation (Quote) – A formal proposal outlining product prices and details.
• Return of Goods – Items eligible for return under Clause 6 of these Terms & Conditions.
• Services – Work or assistance provided by Cipherloq under an agreement.
• Specifications – Physical and technical details of the products, including dimensions, weights, and illustrations.
• Taxes – Includes any government-imposed charges, levies, duties, or fees.
• Terms – Refers to the present Terms and Conditions.
• Trading Limit – The value of any trading account facility granted under an account application.

1. Application

These Terms govern the supply of Goods and Services by Cipherloq to its customers and apply to any accepted Offer for such provisions.

Formation of Agreement

By placing an Order, the Customer makes an irrevocable offer to purchase Goods and/or Services from Cipherloq, subject to:

• These Terms and Conditions
• The Order details
• The Quote (if provided)

Orders must meet a minimum purchase price of $50, excluding Delivery Fees and Taxes, unless otherwise agreed.

An Agreement is formed when Cipherloq:

• Confirms acceptance in writing
• Receives payment (full or partial)
• Delivers the Goods
• Performs the agreed Services

The Company is not obligated to accept any Offer and may decline it at its sole discretion.

1. Pricing & Payment

The Purchase Price for Goods and Services is as stated in the Quote or agreed upon in writing. Cipherloq reserves the right to adjust prices before delivery, notifying the Customer in advance. If the Customer does not accept the revised pricing, they may terminate the Agreement within five business days, with any paid amounts refunded.

Prices are exclusive of Taxes, which the Customer must pay. The Company may issue an Invoice after an Agreement is formed, and all outstanding balances must be settled by the due date.

Payments can be made via cash, cheque, direct deposit, credit card, EFTPOS, Bpay, or money order. Late payments may incur additional surcharges and interest charges as per the Penalty Interest Rate Act 1983 (Vic).

Non-Payment & Default

If a Customer fails to make payment, Cipherloq may:

• Suspend further deliveries
• Cancel existing Agreements
• Terminate contracts
• Repossess supplied Goods
• Charge interest on overdue amounts
• Revoke discounts, trading limits, or account facilities

The Customer is not permitted to offset payments or withhold amounts due in case of a dispute.

4. Delivery of Goods and Services

4.1 Delivery Methods

Cipherloq will deliver Goods to the Customer using:
(a) A method determined by Cipherloq; or
(b) An agreed arrangement between Cipherloq and the Customer, including self-collection.

4.2 Delivery Timeframe

While Cipherloq strives to deliver Goods and provide Services between 9:00 AM and 5:00 PM, Monday to Friday (excluding public holidays), it is not obligated to meet these timeframes.

4.3 Customer Collection

If the Customer is responsible for collecting Goods, they must do so within three business days of being notified that the items are ready.

4.4 Presence at Delivery

A Customer representative must be present during delivery. If no representative is available, a redelivery fee may apply.

4.5 Inspection Upon Receipt

Before accepting Goods, the Customer must inspect them and notify Cipherloq immediately in writing if they are defective, unsuitable, or inconsistent with specifications.

4.6 Failed Delivery or Returns

If the Customer refuses or fails to accept delivery (including failure to collect), Cipherloq reserves the right to:
(a) Charge for the Goods and consider any remaining supply obligations canceled; and
(b) Store the Goods at the Customer’s cost and risk.

4.7 Delivery Timing & Delays

Cipherloq will make reasonable efforts to deliver Goods as per specified or estimated timelines. However, the Customer acknowledges:
(a) Stock availability may cause delays;
(b) Cipherloq is not liable for late or partial deliveries, and delayed orders do not warrant cancellation;
(c) Expedited or overnight delivery may be arranged for an additional fee.

4.8 Partial Delivery

Cipherloq may deliver Goods or Services in portions and invoice accordingly. Customers cannot refuse to accept or make payments based on partial fulfillment.

4.9 Multiple Agreements

If multiple agreements exist, Cipherloq reserves the right to prioritize deliveries and service provisions as it sees fit.

1. roof of Delivery

The Customer acknowledges that:
(a) Cipherloq may, but is not required to, provide proof of delivery;
(b) The Customer cannot request proof of delivery;
(c) The Customer cannot dispute invoices due to lack of proof of delivery documentation.

1. Return of Goods

For return procedures, please refer to our Refund Policy on our website.

6. Liability

6.1 Consumer Guarantees

Cipherloq acknowledges that, under Australian Consumer Law, customers may have rights that cannot be excluded, restricted, or modified.

6.2 Limitation of Liability for Non-PDH Goods & Services

For non-PDH Goods and Services, Cipherloq’s liability is limited to:
(a) Goods:

• Replacement or equivalent supply

• Repair

• Reimbursement of replacement costs

• Reimbursement of repair costs
  (b) Services:

• Reperformance of the service

• Reimbursement for the cost of service re-supply

6.3 Claims Beyond Consumer Guarantees

If a Customer makes a claim beyond a Consumer Guarantee, Cipherloq expressly excludes all liability, except where required by law.

6.4 Indemnity for Non-PDH Goods & Services

If Cipherloq is liable to indemnify the Customer under Section 274 of Australian Consumer Law, the liability is limited to the lower of:
(a) The cost of replacement;
(b) The cost of equivalent Goods;
(c) The cost of repairs.

7. Indemnity

The Customer agrees to indemnify Cipherloq and hold it harmless against any losses, legal costs, and associated fees incurred directly or indirectly as a result of:
(a) Recovering unpaid amounts owed by the Customer, including fees for debt collection services.
(b) Breach of any agreement by the Customer.
(c) Negligence or willful misconduct by the Customer or its representatives.
(d) Intellectual property infringement by the Customer or its associates.
(e) Any alleged intellectual property violations related to Customer-provided materials.

8. Notification of Claims

8.1 The Customer must immediately notify Cipherloq upon becoming aware of:
(a) Any legal claim related to the Goods.
(b) Any incident involving death, serious injury, or illness caused by the Goods or products incorporating them.

8.2 If the Customer sells Goods to a third party for commercial use, the Customer must require that third party to:
(a) Immediately notify the Customer of any legal claims or incidents related to the Goods.
(b) Take reasonable steps to mitigate loss or damage arising from such claims or incidents.

8.3 The Customer—and any third party selling Cipherloq products—must:
(a) Not misrepresent the Goods’ purpose, performance, or durability.
(b) Promptly pass on Consumer claims related to Australian Consumer Law.
(c) Avoid making unauthorized warranties or representations about the Goods.
(d) Not settle any Consumer claims without Cipherloq’s written approval.

9. No Representations

The Customer acknowledges:
(a) Cipherloq has made no guarantees or inducements regarding the suitability of Goods or Services. The Customer has independently determined their fitness for purpose.
(b) Cipherloq employees, contractors, and representatives are not authorized to make any warranties or claims regarding Goods or Services.

10. Confidentiality

10.1 The Customer must:
(a) Use Confidential Information only for contractual purposes.
(b) Keep all Confidential Information secure.
(c) Disclose Confidential Information only:

• To approved employees or contractors who are aware of confidentiality obligations.
• When legally required or per regulatory obligations.
• With Cipherloq’s written consent.

10.2 If the Customer becomes aware of unauthorized disclosure, they must notify Cipherloq immediately and take all reasonable steps to prevent further misuse.

11. Termination

11.1 Cipherloq may immediately terminate any agreement or account facility by providing written notice if:
(a) The Customer experiences an Insolvency Event.
(b) The Customer violates an agreement term and fails to correct the breach within 14 days of notice.
(c) As permitted under clause 16.2.

11.2 Upon termination:
(a) The Customer must not sell any unpaid Goods.
(b) The Customer must return all unpaid Goods and promotional materials at their expense.
(c) Cipherloq may enter Customer or third-party premises to retrieve unpaid Goods, with the Customer granting irrevocable access rights.
(d) All outstanding balances become immediately due.

11.3 Termination does not affect accrued rights, including the right to pursue legal remedies.

12. Cancellation

12.1 Cipherloq reserves the right to cancel or suspend any Agreement immediately upon providing written notice if it determines that it is unable to supply the agreed Goods or Services. If an Agreement is canceled under this clause, Cipherloq will refund any payments made for the canceled Goods or Services that have not been provided. This refund will be the Customer’s sole remedy in the event of cancellation.

12.2 Once an Offer has been submitted, the Customer cannot cancel an Agreement without Cipherloq’s prior written approval. If cancellation is approved, the Customer indemnifies Cipherloq for any losses incurred due to the cancellation.

13. Acknowledgements and Representations

13.1 The Customer acknowledges that Cipherloq accepts an Offer based on the information, specifications, and representations provided by the Customer.

13.2 By submitting an Offer, the Customer confirms that they have read and understood these Terms and agree to be bound by them.

13.3 Price lists, catalogs, and similar documents issued by Cipherloq do not constitute an offer to supply Goods at the listed prices. Cipherloq reserves the right to update pricing and product availability without prior notice.

13.4 Any provided Specifications are approximate and subject to change. Cipherloq does not guarantee their accuracy or completeness, and the Customer is responsible for verifying all details before purchasing.

13.5 The Customer must supply any required instructions, designs, or materials within a reasonable timeframe to enable Cipherloq to fulfill its obligations.

14. Inconsistencies and Conflicting Terms

14.1 If there is any conflict between documents, the following order of precedence applies:

1. Prices and quantity of Goods/Services stated in a Quote (if applicable)
2. These Terms and Conditions
3. The Account Application
4. Additional terms in the Quote
5. The Invoice
6. Any Customer terms accepted by Cipherloq in writing

14.2 These Terms and Conditions take precedence over any Customer terms unless explicitly agreed upon in writing by Cipherloq. Any terms included in an Order or external document will only be binding if expressly accepted by Cipherloq in writing.

15. Miscellaneous

15.1 Interpretation

In these Terms:
(a) Singular words include the plural, and vice versa.
(b) “Person” includes individuals, corporate entities, associations, intergovernmental bodies, and government authorities.
(c) References to documents or legislation apply as amended, varied, or replaced over time.
(d) References to a person also include their successors, assigns, and legal substitutes.
(e) Headings are for convenience and do not affect interpretation.
(f) No provision shall be interpreted to disadvantage the party responsible for drafting these Terms.
(g) All monetary amounts are in Australian dollars, unless stated otherwise.

15.2 Trust Capacity

Cipherloq enters into Agreements as a trustee and not in its personal capacity.

15.3 Record-Keeping

The Customer must maintain detailed and up-to-date records of all Goods supplied by Cipherloq. If requested in writing, the Customer must provide copies or access to these records.

15.4 Assignment of Rights

The Customer cannot transfer or assign their rights or obligations under these Terms without Cipherloq’s written consent. Cipherloq reserves the right to assign or subcontract its obligations where reasonable and without negatively impacting the Customer’s rights.

15.5 Change in Control

A change in ownership or control of the Customer will be considered an assignment under Clause 15.4.

15.6 Variation of Terms

Cipherloq may modify these Terms at any time by providing notice. Any updated Terms apply only to Offers made after the variation date—previous agreements remain unchanged.

15.7 Waivers

Failure to enforce a right does not constitute a waiver, and rights may still be exercised in the future. Waivers must be in writing and apply only as explicitly stated.

15.8 Severability

If any part of these Terms is void, illegal, or unenforceable, it shall be removed without affecting the validity of the remaining provisions.

15.9 Governing Law

These Terms are governed by the laws of Victoria, Australia, and both parties submit to the jurisdiction of its courts.

15.10 Survival of Obligations

Termination or expiry of an Agreement does not invalidate rights or obligations intended to survive, including those outlined in clauses 1, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, and 20.

15.11 Obligations of the Parties

Each party must:
(a) Take necessary actions to give full effect to the Agreement.
(b) Avoid any actions that prevent fulfillment of the Agreement.

15.12 Independent Contractor Relationship

The parties remain independent contractors. Nothing in these Terms creates a partnership, joint venture, or fiduciary relationship.

15.13 Notices

All official notices must be sent via hand delivery, prepaid post, or email to the address specified in the Account Application or Agreement