terms and conditions

1. Order, delivery and acceptance
1.1 This Agreement applies to you (Customer or you) and your use of the
website, http://www.scarlettandjolacom.au (Site) and the provision of the Goods.
1.2 By browsing and using the Site, or placing an order for Goods, you
automatically agree to the terms of this Agreement as set out below.
1.3 You must ensure that your access to, or use of our Site is not illegal or
prohibited by laws which apply to you.
1.4 You may access our Site at any time, unless we have restricted access to
perform necessary maintenance, updates or upgrades. Your ability to access our
Site will otherwise depend on factors out of our control and we do not take or
share any responsibility for those factors such as the quality of your internet
connection and the state of your hardware.
1.5 The transmission of data over the internet is not always secure. Although
Scarlett and Jola endeavours to secure the Site, it is not liable for any breach of
security. We may collect information received about your usage of the Site,
which may be used to conduct analyses, including tracking usage patterns,
among other things. Please refer to our Privacy Policy) which is expressly
incorporated into this Agreement.
1.6 Orders for the Goods received from the Customer shall be deemed to be
received by Scarlett and Jola at the time that we send an order confirmation to
your nominated email address. Each order placed by the Customer represents a
separate and binding agreement, which is subject to this Agreement. Scarlett
and Jola reserves the right to reject or cancel any order in its sole and absolute

1. discretion.
1.7 Scarlett and Jola will make all reasonable efforts to have the Goods delivered
to the Customer at the Delivery Address. Where this Agreement refers to
collection of the Goods, then all references to 'delivery' herein shall be construed
as meaning the time of collection (as the context permits).
1.8 The dispatch or delivery time provided for particular Goods is an estimate
only and is subject to change without notice. Delivery time depends on factors
such as your specific location and the freight, courier or delivery carrier. A
notification email will be provided to you with details of the delivery, being the
estimated arrival time, freight, courier or carrier contact details and consignment
note or tracking number. You should direct any queries in relation to the delivery
to the freight, courier or delivery carrier. Scarlett and Jola does not hold any
responsibility for events that may occur, or any other causes, resulting in a
delayed dispatch or delivery date. Delivery is to front door only - driver will not
enter premises
1.9 Notwithstanding anything else, Scarlett and Jola does not provide any
warranty, nor take any responsibility or liability whatsoever, for any aspect of the
delivery or despatch process, which is the responsibility of the freight, courier or
delivery carrier, nor for any loss, liability, damage, defect or delay that may arise
from such despatch or delivery (or late despatch or delivery).
1.10 All deliveries will take place during Business Days. If you are not usually
home on Business Days, or are unable to accept delivery we suggest: (a) you
have the item delivered directly to your place of work or (b) provide special
instructions when ordering for a safe delivery place at your home.
1.11 The Customer shall ensure that its duly authorised representative shall be
present at delivery of the Goods. Acceptance of delivery by such representative
shall constitute conclusive evidence that Customer has inspected the Goods and
found them to be in good condition, complete in every way for the purpose for
which it is intended. If required by Scarlett and Jola (or the freight, courier or
delivery carrier), the duly authorised representative shall sign a receipt
confirming acceptance.

2. Risk
2.1 Unless otherwise agreed in writing, all risk in, and to, the Goods purchased
shall pass to the Customer upon delivery to, or collection by, the Customer, its
agent or authorised representative.
2.2 Without limiting the foregoing, upon delivery of the Goods to the Customer,
its agent or authorised representative, the Customer warrants to Sokol that it,
and its agents and authorised representative, shall comply with all relevant laws,
and all necessary precautions and safety measures relating to the
(dis)assembling, storage, use and handling of the Goods.

3. Title
3.1 Title in, and to, the Goods shall not pass to the Customer until payment in full
for the Goods (and delivery cost if any) is received by Scarlett and Jola in cleared
funds.
3.2 The Customer acknowledges that until title in, and to, the Goods passes to
the Customer: (a) the Customer holds the Goods as bailee of Scarlett and Jola
and (b) the Customer shall store the Goods separately and in such a manner
that the Goods are clearly identified as property of Scarlett and Jola.
3.3 Scarlett and Jola shall be entitled at any time until title in, and to, the Goods
passes to Customer in full, to demand return of the Goods and it shall be entitled
without notice to the Customer and without liability to the Customer, to enter
any premises occupied by the Customer in order to search for and remove the
Goods.
3.4 The Customer acknowledges that if it sells the Goods before title in, and to,
the Goods has passed to the Customer, it sells the Goods as a fiduciary agent of
Scarlett and Jola provided that such sales shall not give rise to any obligations on
the part of Scarlett and Jola. The Customer shall hold the proceeds of sale on
trust for Scarlett and Jola l in a separate account.

4. Payments
4.1 Scarlett and Jola accepts payment by credit cards issued by Visa, Mastercard.
We also accept direct deposit and Paypal. It is the Customer's responsibility to
ensure all details are correct at time of transaction.
4.2 The Customer shall pay the price (in cleared funds) to Scarlett and Jola for
the Goods in accordance with the payment terms on our Site or invoice (as the
context permits). The price shall be paid in the manner nominated by Sokol.
4.3 The price is inclusive of GST but exclusive of any other applicable taxes and
duties or similar charges payable by the Customer at the rate and manner from
time to time prescribed by law.
4.4 All payments made by Customer shall be made without withholding or set-
off. All deposits or advanced payments are non-refundable. Time for payment
shall be of the essence of this Agreement.
4.5 If the Customer fails to pay the price by the due date for payment, or any
other sums payable under this Agreement, then, without limiting Scarlett and
Jola rights (including under clause 10), the Customer shall pay interest on such
sums for the period from and including the due date of payment up to the actual
date of payment, whether before or after judgment. The interest shall be paid at
the daily rate of 5% above the Reserve Bank overdraft lending rate from the date
that the payment was due to the date of payment (and the Customer agrees that
this interest charge is a genuine pre-estimate of the damage that would be
suffered by Scarlett and Jola as a result of the Customer's failure to pay the price
for the Goods).
4.6 Invoices may only be disputed by the Customer providing Scarlett and Jola
written details of dispute within 14 days of the invoice date, failing which the
invoice shall be deemed to have been accepted by the Customer. The Customer
shall remain liable to make payment of any undisputed portions of an invoice.

5. Returns and cancellations
5.1 In the circumstance where you are not satisfied with the quality or condition
of our Goods, (excluding damage to packaging) you may return the Goods within
7 days for a refund of the purchase price less shipping cost. Goods returned
must not be damaged and in original condition and must be returned in original
packaging, in an unmarked and unused condition, unassembled to the following
address: Scarlett and Jola, 18 Sheridan Park Avenue, Broadbeach Waters, QLD, 4218.
5.2 In circumstances where you return the Goods and request for a refund, in
accordance with clause 5.1, Scarlett and Jola requires, in order to consider such a
request, photographic evidence or video footage of the alleged damage or fault
to be sent to us via email to: hello@scarlettandjola.com.au
5.3 All shipping charges are non-refundable.
5.4 Upon receipt of the Goods and subject to the terms of this Agreement, a
refund will be issued within 3 Business Days. Such refund will be made in the
same manner as the original payment was made by the Customer and the
Customer may also be offered the option of a store credit.
5.5 The Good(s), must be returned in their original packaging.
5.6 It is the Customer's responsibility to ensure that returned items are returned
safely. Scarlett and Jola takes no responsibility for lost Goods and the Customer
will be solely liable for the shipment cost of the return.
5.7 If Scarlett and Jola is unable to source or deliver the Goods as ordered by
you, Scarlett and Jola may cancel your order and provide you with a refund.
Subject always to this Agreement, Scarlett and Jola takes no responsibility for
any loss or damage whatsoever in relation to orders that have been cancelled by us.

6. Warranties and liability
6.1 All Goods are supplied with a 2 (two) year manufacturer's warranty
against core defects in production or materials. The warranty is valid
for Australian residents only. This warranty does not cover: (a) normal
or fair wear and tear (b) damage arising from abnormal use, or abuse or
(c) Goods which have not been maintained, or which have been modified.
6.2 Scarlett and Jola makes no warranties, express or implied, and
excludes to the maximum extent permitted by law all warranties,
representations, terms or conditions, whether express or implied, oral
or written, statutory or otherwise, relating in any way to the Goods or
this Agreement.
6.3 Scarlett and Jola acknowledges that where the supply of Goods are
consumer supplies under applicable State, Territory and Commonwealth
laws (including, without limitation, the Competition and Consumer Act
2010 (Cth) (CCA)) certain statutory express and implied guarantees and
warranties (including, without limitation, the statutory guarantees
under the CCA) will be implied into this Agreement.|
6.4 In relation to the guarantees that cannot be excluded under the
CCA, the Customer is entitled to a replacement or a refund for major
failure and compensation for any other reasonably foreseeable loss or
damage. However Scarlett and Jola is not liable for loss or damage that
results from its failure to comply with these guarantees if that failure
was caused independent of human control and occurred after the Goods
left our control.
6.5 To the extent permitted by the CCA, Scarlett and Jola’s liability is
limited to any one or more of the following (in its sole discretion) where
the failure of the Goods is not a major failure: (a) replacement or repair
of Goods (b) supply of equivalent Goods or (c) payment of cost of
repairing or replacing Goods or supplying equivalent Goods.
6.6 Scarlett and Jola shall not be liable (including in relation to a
warranty claim) where the Goods: (a) have not been used strictly in
accordance with its specifications, operating instructions, manuals and
warnings (b) have been altered or modified by anyone other than Sokol
(c) have been subjected to misuse, neglect, accident, damage in transit,
abuse or unusual or natural hazard or (d) have been installed
improperly.
6.7 Without prejudice to clause 6 and to extent allowable at law,
Scarlett and Jola maximum aggregate liability for breach of this
Agreement (including any liability for acts or omissions of its
employees, agents and subcontractors), whether arising in contract,
tort (including negligence), misrepresentation or otherwise, shall in no
circumstances exceed the amount paid or payable by Customer for the
Goods.
6.8 Scarlett and Jola shall not be liable under this Agreement (including
in relation to a breach of warranty) or from use of the Site for loss of
profit, loss of revenue, loss of business, loss of opportunity, loss of
goodwill or reputation, loss of or corruption or damage to data, or
indirect or consequential loss or damage, in each case, however caused,
even if foreseeable (other than in relation to reasonably foreseeable
loss or damage as referred to in clause 6.4), and shall not be
responsible for any injury to person or damage to property incurred.
6.9 The Customer shall indemnify Scarlett and Jola, its directors and
representatives from all actions, claims, damages, liabilities or costs
(including legal costs) arising from, or directly or indirectly related to
use of the Goods by the Customer or anyone else, or otherwise arising
as result of this Agreement.

7. Customer responsibilities and acknowledgement
7.1 The Customer acknowledges that the ability of Scarlett and Jola to provide
the Goods is dependent upon the Customer's full and timely co-operation (which
it agrees to provide), and the provision of any other information and data
provided by the Customer.
7.2 Scarlett and Jola shall not be liable for any delays resulting from the
Customer's failure to fulfil any of its obligations. Sokol reserves the right to
invoice the Customer for any additional expenses reasonably incurred by it as a
result of such delays.
7.3 The Customer acknowledges that Sokol will not be providing any services
(including, without limitation, installation of the Goods) pursuant to this
Agreement. All installation shall be carried out by the Customer and Sokol has no
responsibility nor liability in relation to same.
7.4 The Customer acknowledges that it has relied upon its own inspection, skill
and judgement in purchasing the Goods.

8. Disclaimer
8.1 The Customer acknowledges that it has not relied on any advice,
recommendation or assistance provided by Scarlett and Jola (or its employees,
agents and subcontractors) in relation to the Goods, or their use, application or
otherwise.
8.2 The Customer must not use the Goods in any way other than as specified in
the operating instructions, manuals and warnings, nor for any purpose other
than the intended use of the Goods.
8.3 Customer acknowledges that Scarlett and Jola shall not be responsible for
any loss of or damage to the Goods arising out of or in connection with: (a) any
negligence, misuse or mishandling of the Goods (b) use that is not consistent
with the operating instructions, manuals and warnings or (c) loss or damage
otherwise caused or contributed by the Customer or its officers, employees,
agents, contractors, invitees, guests or any other third party. The Customer shall
remain responsible at all times for any act or omission of a third party.
8.4 In relation to the Site, Sokol does not warrant that use of the Site will be
uninterrupted, error free or virus free.
8.5 Scarlett and Jola will not be liable for any direct or indirect loss or damage,
however caused (including through negligence) which may be suffered in
connection with access to or the use of the Site or any other external linked website.
8.6 Scarlett and Jola is not responsible to the Customer or anyone else for any
loss suffered in connection with the use of the Site, any of its content, or for any
loss incurred as a result of damage to the Customer's or another person's
computer system or the transmission of any computer viruses.
8.7 Except as required by law, the content on the Site is provided without any
express or implied representation or warranty. Scarlett and Jola excludes all
implied conditions and warranties relating to the content of the Site to the extent
permitted by law. Where liability cannot be excluded, any liability incurred by
Scarlett and Jola in relation to the use of the Site or the content is limited as
provided under the CCA.
8.8 The content of the Site is general information which is provided in good faith
and as a guide only.

9. Intellectual property and exclusivity
9.1 Nothing in this Agreement shall be construed as granting any right, title or
interest in any of Scarlett and Jola patents, designs, trade marks, trade secrets,
know-how or other intellectual property rights in relation to the Goods, the Site
or otherwise (Intellectual Property Rights).
9.2 Any and all Intellectual Property Rights, and anything else generated
therefrom, shall be Scarlett and Jola sole and exclusive property. For the
avoidance of doubt, the supply of Goods by Scarlett and Jola shall not confer any
right, title or interest upon the Customer to use any of Scarlett and Jola's
Intellectual Property Rights, unless otherwise expressly permitted herein.
9.3 The Customer acknowledges that the Goods may include third party
intellectual property rights (Third Party IP) and the Customer's rights to use the
Goods is without prejudice to Third IP. Any rights to access Third Party IP shall be
limited to the extent of Sokol's right to access same and its ability to pass on
such rights to the Customer. Notwithstanding, the Customer acknowledges that
any manufacturer's warranties applicable to the Third Party IP (including those
provided with such Third Party IP) are provided by the corresponding third party
supplier and not Scarlett and Jola (and Scarlett and Jola disclaims all
responsibility in relation to same).

10. Term and termination
10.1 This Agreement commences on the Commencement Date and continues
unless terminated pursuant to its terms.
10.2 Scarlett and Jola may, without prejudice to any other right or remedy which
may be available to it, terminate this Agreement immediately by written notice
to Customer if: (a) the Customer defaults in its payment obligations (b) the
Customer commits a material breach of this Agreement which breach is
irremediable, or which breach (if remediable) is not remedied within 5 Business
Days after the service of written notice from Scarlett and Jola requiring it to do so
(c) an Insolvency Event occurs in relation to the Customer.
10.3 Upon termination pursuant to clause 10.2, without prejudice to other rights
or remedies, the Customer shall pay to Scarlett and Jola on demand: (a) the price
in full and other sums due but unpaid at date of such demand together with
interest accrued pursuant to this Agreement and (b) any costs and expenses
(including legal costs) incurred by Sokol in recovering the Goods or in collecting
any sums due under Agreement.
10.4 Termination shall be without prejudice to the rights and obligations of the
parties accrued up to the date of termination.

11. Security Interest
11.1 In consideration for Scarlett and Jola providing Customer with the Goods in
accordance with this Agreement, Customer charges in favour of Sokol all of
Customer's estate and interest in any and all personal property whether tangible
or intangible in which Customer now has any legal or beneficial interest or in
which Customer may later acquire any such interest, for purpose of, and insofar
as necessary to ensure the, securing of payment to Scarlett and Jola of the price
of the Goods and any other charges for which Customer is liable to Scarlett and Jola.
11.2 The Customer agrees that Scarlett and Jola, shall be entitled to register its
security interest in the Goods in accordance with the Personal Property Securities
Act (Cth) 2009 (PPSA) in order to give effect to the provisions of this clause 11.
To further secure Sokol's interest in the Goods, the Customer agrees that Sokol
shall have the right to register a purchase money security interest in the Goods,
in accordance with provisions of the PPSA
11.3 The Customer acknowledges that this Agreement is a continuing security
agreement for the purposes of section 20 of the PPSA and will operate
irrespective of any intervening payment. Any security interest registered in
accordance with clause 11.2 shall only be released when all payments and
charges for which the Customer is liable to Scarlett and Jola have been received
by Scarlett and Jola.
11.4 A security interest is taken in all Goods previously supplied to the Customer
and in all Goods that will be supplied in the future by Scarlett and Jola to the
Customer during the continuance of the relationship with the Customer (until all
payments and charges for which the Customer is liable to Scarlett and Jola have
been received by Scarlett and Jola).
11.5 In consideration for Scarlett and Jola providing Customer with the Goods,
Customer agrees to grant an interest in favour of Scarlett and Jola in Customer's
estate and interest in any and all real property whether tangible or intangible in
which Customer now has any legal or beneficial interest or in which Customer
may later acquire any such interest, for the purpose of, and insofar as necessary
to ensure the, securing payment to Scarlett and Jola of the price and any other
charges for which Customer is liable to Scarlett and Jola and Scarlett and Jola
shall be entitled to register its interest in Customer's estate in real property (as
contemplated by this clause 11) by way of registration of caveat or charge over
any such real property.

12. Change
12.1 Caution is taken to ensure that all Goods displayed on the Site are in stock
and available at the prices displayed on the Site. We reserve the right to amend
the prices without notice and to correct any errors that may be made by us in
publishing these prices and availability.
12.2 We reserve the right to withdraw any Goods from our Site at any time
and/or remove or edit any materials or content on our Site. Whilst we will make
our best efforts to always process all the orders, there may be exceptional
circumstances which mean that we may need to refuse to process an order after
we have sent you an order confirmation, which we reserve the right to do at any
time, at our sole discretion.
12.3 Scarlett and Jola will not be liable to you or any other third party by reason
of our withdrawing any Goods from our Site, whether it has been sold or not,
removing or editing any materials or contents on our Site or for refusing to
process or accept an order after we have sent you the order confirmation.
12.4 Scarlett and Jola will not be held liable for any variation that may arise in
comparison to images shown on the Site, associated materials and the actual
Goods supplied.
12.5 Scarlett and Jola attempts to be as accurate as possible when we describe
our Goods on our Site, however, to the extent permitted by applicable law, we do
not warrant that the descriptions, colours, information or other content available
or offered on our Site are accurate, complete, reliable, current or error-free. All
images displayed are of actual Goods sold and all attempts are made to display a
true likeness of the Goods.
12.6 The Customer acknowledges and agrees that all images and descriptions on
the Site and associated materials are approximates only and Sokol accepts no
responsibility whatsoever for any deviations in dimensions, quantities or
specifications or the like in relation to the Goods that have been delivered to
you.

13. Notices
13.1 All notices given by Scarlett and Jola may be given by email to the address
provided by the Customer. It is the Customer's obligation to keep that email
address current and correct. The Customer agrees that the record of Scarlett and
Jola having sent a notice to it by email is, of itself, conclusive proof of receipt.
13.2 Notices given by the Customer must be delivered to Scarlett and Jola in
writing and addressed to 18 Sheridan Park Avenue, Broadbeach Waters, QLD,
4218. (with copy by email to hello@scarlettandjola.com.au).

14. General
14.1 The Customer shall not, without the prior written consent of Scarlett and
Jola, assign, subcontract or deal in any other manner with all or any of its rights
or obligations under this Agreement. Scarlett and Jola may at any time assign,
subcontract or deal in any other manner with all or any of its rights or obligations.
14.2 This Agreement constitutes the whole agreement between parties and
supersedes all previous agreements between the parties relating to its subject
matter (including, but not limited to, those relating to the performance of the
Goods or the results that ought to be expected from using the Goods), or any
other terms and conditions of purchase of the Customer.
14.3 Neither party shall, during and after termination of this Agreement, without
prior written consent of other party, use or disclose to any other person any
information of other party which is identified as confidential or which is
confidential by its nature. Each party shall on demand and on termination of this
Agreement surrender to the other party all materials relating to such confidential
information in its or its personnel's, agents' or representatives' possession.
14.4 Neither party shall be in breach nor liable for delay or failure in performing
its obligations resulting from events or causes beyond its reasonable control,
including, without limitation, acts of God, governmental actions, strikes or labour
difficulty, war, terrorism, fire, explosion, flood, act or omission of third party,
inability to obtain any necessary materials, equipment, facilities or services,
failure of performance provided by others (including freight, courier or delivery
carriers), internet interruption or virus, stock availability, accidents or breakdown
of plant, machinery, parts, software, hardware or communication network.
14.5 Nothing is intended to, or shall operate to, create a partnership between the
parties, or to authorise either party to act as agent for the other, and neither
party shall have authority to bind the other in any way.
14.6 If any part of this Agreement is held illegal, unenforceable or void, that part
shall be severed and the remainder of this Agreement and will continue in full
force and effect.
14.7 No waiver of any breach of this Agreement will be construed as a waiver of
any other breach of this Agreement.
14.8 No term or condition of this Agreement will be construed adversely to a
party solely on the ground that the party was responsible for the preparation of
this Agreement.
14.9 This Agreement is governed by and is construed in accordance with the
laws applicable in Victoria.

15. Definitions
The following definitions shall apply in this Agreement:
(a) Agreement: these terms and conditions and all documents referred to therein.
(b) Business Day: means from 9.00am to 5.00pm on a day (other than Saturday,
Sunday or public holiday).
(c) Commencement Date: means the date of acceptance of this Agreement in
accordance with clause 1.2 or otherwise.
(d) Delivery Address: means the delivery location as set out in your order.
(e) Goods: means the furniture referred to in your order form.
(f) GST: shall have the same meaning as in A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
(g) Insolvency Event: means in respect of a party, that party becoming insolvent
within the meaning of Corporations Act 2001 (Cth), is otherwise unable to pay its
debts when due, it ceases to carry on business, or commits an act of bankruptcy
(where the party is an individual).