Terms of Service

Terms of Service

The Terms of Service (Terms) govern the engagement between (i) Montu Group Pty Ltd (ABN 35 634 198 360), trading as Leafio and referred to as us, we or Leafio, and (ii) the entity purchasing goods off the Leafio platform (Platform) from Leafio, referred to as you or the Customer. The Terms form a binding contractual agreement between you and us (Agreement), and by registering an account on the Platform or the purchase of goods off the Platform (Goods) by you constitutes acceptance of these Terms. We encourage you to read this Agreement carefully. If you have any questions, please contact us before using the Platform. You can reach us via email at info@leafio.com.au.

1 Registration and Platform

1.1 Prior to placing an order for Goods sold on the Platform (Order) you must complete the registration process.
1.2 Any personal information you provide to us as part of this registration process will be held and used in accordance with our Privacy Policy located here.
1.3 You represent and warrant that:
(a) the information you have provided to us as part of the registration process is true and correct in all material respects;
(b) you hold all necessary licences, permits and authorisations (collectively, Authorisations) required to purchase the Goods; and
(c) your business is compliant and will continue to be compliant in all material respect with laws, policies and regulations (howsoever described) relating to the purchase, storage, and delivery of Goods (collectively, Applicable Laws).
1.4 The Leafio website <www.leafio.com.au> (Site) or Platform may contain links to other websites as well as content added by individuals other than us. We do not endorse, sponsor, or approve any user-generated content or any content available on linked websites.
1.5 You acknowledge and agree that:
(a) we retain complete editorial control over the Site and Platform and may alter, amend, or cease its operation at any time at our sole discretion; and
(b) the Site may not operate continuously and may be unavailable from time to time due to maintenance purposes.

2 Orders

2.1 Orders must be placed through the Platform in accordance with these Terms.
2.2 Any Order placed through the Platform is an offer by you to purchase the Goods for the indicated price (plus any delivery charges and taxes) at the time the Order is placed.
2.3 You must upload all necessary supporting documentation in respect of the Order as is required by Leafio and/or as required under Applicable Laws (Supporting Documentation). You indemnify Leafio against any loss it may suffer on account of the Supporting Documentation not being accurate.
2.4 We may request additional information or details or require you to confirm any information or details provided to enable us to process your Order.
2.5 We reserve the right to accept or reject an Order for any reason, including where:
(a) the Order is for Goods which are no longer available;
(b) supporting documentation in respect of the Order as is required by Leafio and/or as required under Applicable Laws has not been provided; or
(c) there is an error in the listed price for, or the description of, the Goods.
2.6 Each Order we accept will constitute a separate binding agreement between you and Leafio whereby:
(a) we agree to provide you the Goods described in the Order; and
(b) you agree to pay us the price for the Goods (plus any delivery charges and taxes) stated in the Order.
2.7 We will endeavour to notify you in writing at the time the Order is placed, or within a reasonable time thereafter, if we cannot accept the Order.

3 Pricing and Payment

3.1 Pricing of the Goods is in Australian dollars.
3.2 By placing an Order with us, you agree to pay the following fees and charges (where applicable):
(a) the purchase price of any Goods ordered;
(b) the delivery/shipping fee provided to you at the time of placing an Order; and
(c) any other fees and charges set out in these Terms.
3.3 Leafio in its absolute discretion reserves the right to:
(a) vary the price of any Goods;
(b) add any Goods to the Platform; and
(c) remove any Goods from the Platform.
3.4 Whilst we may give written notice of a variation to the price of any Goods, we are not obligated to notify you of any variation other than by updating the Platform with the updated price.
3.5 You agree to pay us the price for the Goods stated at the time of the Order regardless as to whether the price of the Good is varied at a later date. Where there is a variation to the price of any Goods, you are not entitled to any refund or credit for the difference in the price.
3.6 Any discounts offered by Leafio are not contractually binding and are at the discretion of Leafio. Discounting is subject to change without notice.
3.7 For all transactions:
(a) we will provide you with a tax invoice in accordance with the GST Law for payment of the Goods;
(b) payment must be made by you to us either by way of electronic transfer to an account nominated by us; by credit card; or any other payment method agreed to in writing by us, by the due date listed on the tax invoice provided to you in accordance with clause 3.7(a); and
(c) you agree that any payments made with a credit card may attract a surcharge.
3.8 If you do not pay all amounts owing to us by the due date for payment, then we may at our option while money is outstanding do one or more of the following:
(a) suspend or restrict access to your account;
(b) cease offering discounts (if any) to you;
(c) require any future order for Goods to be personally guaranteed by the Customer’s directors;
(d) require any future order for Goods to be paid in advance prior to the supply of the Goods;
(e) withhold supply of the Goods to you until you have paid all amounts owing to us;
(f) charge you interest monthly calculated at the rate of five percent (5%) per annum above the cash rate set by the Reserve Bank of Australia from time to time on any money not paid on or by the due date for payment and also on any judgement which we may obtain against you, such interest to be computed from the due date for payment of the money until the date of actual payment and will be recoverable in like manner as fees in arrears; or
(g) take any other action available to us under this Agreement or at law.
3.9 You agree that you are liable for all reasonable expenses (including contingent expenses such as debt collection commissions and fees) and reasonable legal costs incurred by Leafio for the enforcement of obligations and recovery of overdue monies which you owe to us.
3.10 Any payments received from you on overdue accounts will be applied first to satisfy:
(a) any reasonable expenses and legal costs related to the recovery of the overdue amounts as determined in accordance with clause 3.9; and
(b) any interest which has been charged in accordance with clause 3.8(f).

4 GST

4.1 Unless otherwise set out in this clause or the Parties otherwise agree, any fee is exclusive of GST even if the sum shown in any invoice may, or will where required by the GST Act, represents the total of the fee and the related GST.
4.2 You must be registered for GST and must maintain that registration whilst you continue to purchase Goods from us.

5 Delivery Estimates

Unless otherwise stated on the Platform, delivery estimates and dates provided by Leafio are estimates only.

6 Delivery

You acknowledge and agree that it is your responsibility to:
(a) inspect the Goods immediately upon delivery to the nominated address (Delivery Address) and carry out any tests that a prudent person would carry out;
(b) notify us in writing of any alleged irregularities in quantity or description or any damages or defects in respect of any Goods within two (2) Business Days of delivery to the Delivery Address; and
(c) where the Delivery Address is in NSW, you must comply with sections 95(3) and (4) of the Poisons and Therapeutic Goods Regulation 2008 (NSW) and notify the supplier of the receipt of the relevant Good within 24 hours after that receipt and such notice must be in writing, dated and signed by you in a form acceptable to us.

7 Returns

7.1 You may be entitled to exchange or return Goods in accordance our Returns Policy located here.

8 Risk and Title

8.1 Risk in, ownership of and title to the Goods passes to you on the date and time of delivery of the Goods to the Delivery Address.

9 Termination

9.1 A Default Event occurs if:
(a) any amounts are unpaid by you after they fall due;
(b) you are unable to pay your debts as they fall due;
(c) you cease or suspend conduct of your business, or threaten to;
(d) you fail to be authorised to purchase Goods;
(e) you breach any Applicable Laws in any material respect;
(f) we are no longer legally entitled to supply you the Goods;
(g) you breach these Terms and the breach cannot be remedied or you fail to remedy the breach within a reasonable time of our written notice to you of that breach;
(h) your financial circumstances change in a way which, in the reasonable opinion of Leafio, will affect your ability to comply with its obligations under these Terms;
(i) an administrator, liquidator, provisional liquidator, receiver and/or manager or any other form of insolvency administrator or controller is appointed to you or over all or part of your assets; or
(j) execution is levied on any of your assets.
9.2 If a Default Event occurs:
(a) Leafio may, at its sole discretion, suspend or terminate the supply of Goods; and
(b) all unpaid amounts become immediately due and payable.
9.3 You may decide to stop using the Platform at any time and for any reason.
9.4 We may stop making the Platform available at any time without prior written notice to you. If so, any Orders that we have accepted will not be affected by this action, unless the Goods ordered are no longer available or we are prevented from supplying those Goods, in which case, we will notify you in writing and refund you all valid payments received by us for those Goods.
9.5 We may terminate this Agreement immediately upon written notice to you.
9.6 Should this Agreement be terminated at any time, the Customer will remain liable for any fees and costs up until the date of termination.

10 Intellectual Property Rights

Nothing in this Agreement constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Site and Platform.

11 Warranties

11.1 You warrant that:
(a) you have the legal capacity to enter into this Agreement;
(b) all information and data provided by you to us through the Platform (including as part of the registration process) or otherwise is true, accurate, complete and up to date;
(c) any person receiving the Goods at the Delivery Address or otherwise collecting the Goods on your behalf is authorised by you to do so;
(d) you have and will comply with all relevant laws relating to your use of the Platform and your placement of any Order with us; and
(e) you hold the correct licences and authorities to purchase, obtain, hold and resell the Goods (including but not limited to Schedule 4 and Schedule 8 medicines) and that each time you submit an Order, this warranty remains current and correct.

12 Indemnity

You indemnify and hold us and our related entities, affiliates, and our and their respective officers, agents, and employees (Affiliates), harmless from and against any and all claims, demands, proceedings, losses and damages of every kind and nature, known and unknown, including reasonable legal fees, suffered by us or our Affiliates or made by any third party against us or our Affiliates due to or arising out of your breach of this Agreement or your breach of any law or the rights of a third party.

13 Exclusion of liability

13.1 Our Goods 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 replaced if the Goods fail to be of acceptable quality. You may also be entitled to remedies that cannot be excluded under the Australian Consumer Law if any Goods supplied by us to you fail to meet a consumer guarantee under the Australian Consumer Law.
13.2 To the extent possible, we limit our liability in respect of any claim in respect of Goods to, at our option:
(a) replace the Goods or re-supply Goods of an equivalent nature;
(b) repair any damage to the Goods (to the extent it is possible to do so); or
(c) pay you the cost of replacing the Goods or acquiring equivalent Goods.
13.3 Without excluding, restricting or modifying the rights and remedies to which you may be entitled under the consumer guarantee provisions of the Australian Consumer Law or Leafio’ liabilities under those provisions:
(a) you acknowledge that the Platform is provided “as is” and that we do not make any warranty or representation as to the suitability of the Platform or any Goods for any purpose;
(b) you acknowledge that we do not make any warranty or representation as to the information, content, materials, or Goods included on the Platform;
(c) you acknowledge that we do not warrant that the Platform, Site, its servers, or any email sent from us will be free of viruses or other harmful components;
(d) we exclude all other implied terms and warranties, whether statutory or otherwise, relating to the Platform or the subject matter of this Agreement; and
(e) we will not be liable to you for indirect and consequential loss arising from or in connection to this Agreement in contract, tort, under any statute or otherwise (including, without limitation, for loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind) unless such loss arises as a result of our own negligence or wilful misconduct.
13.4 Our liability to you for loss or damage of any kind arising out of this Agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
13.5 Our liability to you for loss or damage of any kind arising out of this Agreement or in connection with the relationship established by it is reduced to the total value of the Goods relating to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.

14 Force Majeure

14.1 Leafio will not be liable for any failure to perform solely caused by a Force Majeure Event. If Leafio is prevented from performing or is unable to perform any of its obligations under this Agreement due to a Force Majeure Event, its performance shall be excused, and the time for performance shall be extended for the period of delay or inability to perform due to such Force Majeure Event, provided we notify you in writing of:
(a) the Force Majeure Event;
(b) the obligations which we are unable to perform due to such Force Majeure Event; and
(c) our projection of the expected period of delay or inability to perform due to such Force Majeure Event, and we must use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to cure any non-performance.
14.2 A “Force Majeure Event” in this clause is defined as any act of God, government order, earthquake, flood, fire, riot, war, embargo, pandemic, or any other cause or event, unforeseeable and beyond the reasonable control of Leafio.

15 Account

15.1 You are responsible for maintaining the confidentiality of your account and password. Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your account regardless of whether the activities are authorised by you or undertaken by you, and we are not responsible for unauthorised access to or use of your password or account.
15.2 You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be used in an unauthorised manner. You must ensure that any details you provide to us are correct and complete and immediately inform us of any changes.
15.3 If we have concerns with your account, or activity relating to your account, or if you are in breach of any applicable laws, these Terms, we reserve the right to take action on your account including without limitation by:
(a) refusing service;
(b) suspending or restricting access to your account;
(c) terminating your account; or
(d) removing or editing any content posted by you using your account.
15.4 The action taken by us and any written notice given by us to you will vary depending on the circumstances and our assessment of relevant factors.

16 General

16.1 You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms.
16.2 If any provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
16.3 Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
16.4 This Agreement is governed by the laws of the State of Victoria, Australia and each party submits to the jurisdiction of the courts of the State of Victoria, Australia.
16.5 We reserve the right to change these Terms at any time by amending this page, without any notice and without any liability to you. We recommend that you continually check this page for any changes or updates.
16.6 A communication required by Agreement, by a Party to the other Party, must be in writing and may be given to them by being sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.