Terms and Conditions of Sale

These Terms and Conditions (“Terms”), as amended or replaced from time to time, apply to any Goods supplied or to be supplied by FLRHUB to the Customer, or to any third party on the Customer’s behalf (“Customer”).

CONTRACT
1. These Terms constitute the entire agreement between FLRHUB and the Customer. All prior negotiations, representations, understandings, arrangements and agreements (whether oral and/or in writing) are superseded by these Terms.
2. These Terms will in all circumstances prevail over the Customer’s terms and conditions (if any), unless FLRHUB agrees in writing to be bound by the Customer’s terms and conditions or any of them.
3. If Goods are supplied by FLRHUB to a Commercial Credit Trade Account Customer, then the terms and conditions of sale incorporated into the Commercial Credit Trade Account shall prevail to the extent of any inconsistency or conflict with these Terms.
PRICES
1. The price for the supply of Goods will be specified in the invoice or account issued by FLRHUB to the Customer, or such other notification provided by FLRHUB at the time an order is placed for Goods.
2. Unless otherwise stated:
  1. the price for the Goods and any other amount payable under these Terms shall be exclusive of any tax payable pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“GST”) except where the price is expressed to be inclusive of GST; and
  2. the Customer will be required to pay to FLRHUB an amount equal to the GST (which will be included in the invoice, account or notification issued) in addition to (and at the same time as) the price or any relevant other amount.
ORDERS & DELIVERY
1. Each order by a Customer will constitute an offer only by the Customer to FLRHUB.
2. The Customer will, unless FLRHUB and the Customer otherwise agree, bear the cost of delivery of the Goods.
3. Delivery times are estimates only. FLRHUB will make all reasonable efforts to have Goods delivered to the Customer by the date notified to the Customer, but, subject to any rights the Customer has under the Australian Consumer Law, FLRHUB will not be liable for:
  1. any failure to deliver, or delay in delivery of Goods;
  2. any damage or loss due to unloading or packaging of Goods; and
  3. any damage to property caused upon entering premises to deliver the Goods.
4. The Customer must ensure there is clear and safe access for delivery and that a person is present at the delivery premises who is authorised to accept delivery.
5. If a person is not present at the delivery premises who is authorised to accept delivery, the Goods will be left at the delivery premises if the carrier considers it is safe and appropriate to do so.
6. FLRHUB may in its absolute discretion unload Goods at any premises that the Customer nominates for delivery. If the Customer, or any person authorised to accept delivery, is not in attendance at any nominated premises, FLRHUB may leave any Goods at the premises and FLRHUB shall not be responsible for any claims, damages, costs, or expenses arising or resulting there from including any claim that the Goods were not delivered.
7. Where Goods are returned to warehouse by FLRHUB’s carrier, the Customer may be required to pay for re-delivery at a later date.
8. Upon delivery or collection and prior to use of any Goods, the Customer will inspect the Goods as appropriate as to the type, quantity, quality, aesthetics, appearance, suitability of purpose and any other characteristic of the Goods.
9. Delivered Goods may not be returned unless defective or damaged in transit or wrongly supplied. Claims are subject to inspection. If any Goods are damaged, defective, wrongly supplied or not in accordance with these Terms, the Customer may return those Goods in accordance with clause 4.
10. The Customer will be deemed to have accepted delivery of the Goods in the following events:
  1. failure by the Customer to return Goods in accordance with clause 4; or
  2. use of the Goods in any way by the Customer.
11. The Customer will indemnify FLRHUB against any losses, costs or expenses incurred by FLRHUB due to any failure by the Customer to accept the Goods at the time of delivery.
12. FLRHUB may stop Goods in transit whether or not delivery has been made if the Customer is in default of these Terms at any time.
13. Upon the occurrence of an Insolvency Event, the Customer irrevocably authorises FLRHUB and any of its lawful agents, at any reasonable time, to enter the Customer’s premises or any premises occupied by the Customer or its agents and re-take any Goods and then to re-sell those Goods and retain the proceeds of the sale without prejudice to FLRHUB’s rights to claim the balance of all moneys due by the Customer. The Customer indemnifies FLRHUB in respect of any such entry. The provisions of this clause survive the termination of any security agreement that arises in respect of these Terms.
RETURN OF GOODS
1. The Customer may reject and return Goods to FLRHUB provided that:
  1. the Goods are damaged in transit, wrongly supplied, defective or not in accordance with these Terms;
  2. the Customer sends FLRHUB photographic evidence of such damaged or defective Goods, or wrongly supplied Goods or Goods that do not comply with these Terms, within forty-eight (48) hours of delivery of those Goods to the Customer;
  3. the Goods are returned within fourteen (14) days of the date of the invoice or account issued by FLRHUB to the Customer in respect of those Goods;
  4. the Customer notifies FLRHUB of the invoice or account number in respect of the Goods to be returned; and
  5. the Goods are returned in the original state or condition in which they were supplied, and remain in original boxes (where applicable) together with all packaging and instruction material.
2. All Goods returned by the Customer are subject to assessment by FLRHUB and/or the manufacturer of such Goods, and FLRHUB may, if permitted by the Australian Consumer Law or any other law, refuse to accept the return of the Goods at its sole discretion.
3. Unless FLRHUB and the Customer otherwise agree in writing, the Customer will bear the costs of delivery when returning any Goods.
4. Subject to the Customer’s rights under the Australian Consumer Law, the following Goods cannot be returned by the Customer under any circumstances:
  1. those that were specially made, sourced, ordered or purchased for the Customer;
  2. those that were used, installed, laid, damaged or altered in any way by the Customer;
  3. those that were sold to the Customer at wholesale or discount prices, or as second grade or quality; or
  4. those that have been discontinued.
PAYMENT
1. Unless the Customer is a Commercial Credit Trade Account Customer and FLRHUB agrees in writing for the Customer to pay for Goods on the Customer’s Commercial Credit Trade Account, the Customer will pay for the Goods in full at the time an order is placed for the Goods.
2. FLRHUB may allocate payments in any manner it chooses.
3. The Customer must pay for the Goods by any method of payment specified by FLRHUB.
4. Payment is only received by FLRHUB when the proceeds of payment are credited and cleared to FLRHUB’s bank account.
5. The Customer may not assert or exercise any right of set-off against monies payable by it to FLRHUB.
RISK AND TITLE
1. Risk in any Goods passes to the Customer on delivery.
2. Title in Goods remains with FLRHUB until the Customer has paid FLRHUB for all such Goods in full and in cleared funds. Until title passes to the Customer, the Customer will hold them on trust and as bailee for FLRHUB.
LIMITATION OF LIABILITY
1. If under the Australian Consumer Law or any other law any terms which apply to the sale of Goods under these Terms cannot be legally excluded, restricted or modified then those terms apply only to the extent permitted by law.
2. All terms, conditions, warranties and consumer guarantees which would otherwise be implied by law or otherwise are excluded except as stated in these Terms.
3. To the extent permitted by law, FLRHUB’s liability for any breach of these Terms, and any condition or warranty implied by the provisions of the Australian Consumer Law, is limited to and will be completely discharged by any one of the following as determined by FLRHUB in its absolute discretion:
  1. the replacement of the Goods or the supply of equivalent Goods;
  2. the repair of the Goods;
  3. the payment of the cost of replacing the Goods or of acquiring equivalent Goods;
  4. the payment of the cost of having the Goods repaired; or
  5. in the case of services, by supplying the services again.
4. The Customer will rely entirely on its own knowledge, skill and judgment in selecting Goods which it orders from FLRHUB from time to time.
5. Except as expressly provided in this clause and to the extent permitted by law, FLRHUB is not liable to the Customer (and any party claiming through the Customer) for:
  1. any claim made after laying, installation or use of the Goods;
  2. any claim made under, or in connection with, these Terms (whether under contract, in tort, under statute, in equity or otherwise) in respect of any defects whatsoever to the Goods or for any loss or damage to person or property arising from or caused by such defects;
  3. any liability for a claim that the Goods are not fit for a particular purpose, except where the Goods are consumer goods or services in which case FLRHUB’s liability is limited as under this clause 7; and
  4. any indirect, special or consequential loss or damage of any nature whatsoever resulting from or caused in any way by the Goods, where indirect, special or consequential loss or damage includes, without limitation:
    1. any loss of income, profit or business; or
    2. any loss of goodwill or reputation.
SECURITY AGREEMENT & SECURITY INTEREST
1. The Customer agrees that these Terms, including any order and invoice covering any Goods ordered by the Customer, constitute a security agreement for the purposes of the PPSA.
2. The Customer gives FLRHUB a security interest in:
  1. all Goods FLRHUB supplies whether by way of sale or lease to the Customer that are described in any invoice, delivery or shipping documents of FLRHUB’s and/or order documents that the Customer gives FLRHUB; and
  2. all present and future property of the Customer including real property. The security interest includes a charge and a mortgage. The Customer agrees that FLRHUB may lodge a caveat against any of its real property. The security interest given by the Customer is given as beneficial owner. If the Customer is trustee of any trust, the Customer acknowledges that the security interest given by it applies to the assets of the trust and its personal assets. The Customer irrevocably appoints any one of FLRHUB’s personnel as its attorney by way of security for the purposes of this clause to execute and/or lodge any mortgage over any real property and in respect of any enforcement powers.
3. If the Customer should agree to new Terms, then this clause 8 of these Terms shall continue to apply despite the agreement to the new Terms.
4. Any security interest that arises in respect of these Terms is a continuing security interest and in respect of any Goods supplied by FLRHUB applies to all Goods and their proceeds. It is not extinguished or in any way diminished even if the Goods or any part of them is processed or commingled with or becomes part of a product or a mass as part of a manufacturing, assembling or commingling process.
5. Any security interest arising secures the due and punctual payment of all moneys payable by the Customer under these Terms. Any account arising by virtue of any sale of any Goods supplied to the Customer takes effect as a transfer.
6. FLRHUB may register a financing statement including any financing change statement on the PPSR. The Customer will reimburse FLRHUB for any costs and expenses and other charges incurred by FLRHUB in registering them. The Customer irrevocably waives any rights to receive a copy of any verification statement.
7. The Customer acknowledges that until it has paid for all Goods it is not the owner of those Goods and, as such, if chapter 4 of the PPSA applies to these Terms, then the Customer contracts out of the enforcement provisions in s 115(1) except sections 120 and 121.
ENFORCEMENT
1. If an event of Default occurs or is continuing, FLRHUB may immediately enforce these Terms. Without limitation, this includes:
  1. retaking possession of any Goods not paid for by the Customer;
  2. suspending delivery of any Goods on order and/or refusing to process any unfulfilled order;
  3. enforcing any security interest;
  4. requiring payment of any proceeds held by the Customer in a separate account or otherwise;
  5. appointing a receiver and manager of any of the Customer’s real or personal property. The Customer agrees that any such receiver and manager has the powers conferred by the Corporations Act 2001 (Cth).
2. The powers exercisable by FLRHUB are those given by these Terms including by statute, at law or in equity.
3. In the event that the Customer has not been paid for the sale of FLRHUB’s Goods by any of its own customers or contractors, at FLRHUB’s option, FLRHUB may in addition to the powers in s 120 of the PPSA, collect that account on giving, to that customer or contractor (as applicable), notice in writing to that effect. FLRHUB will be entitled to issue proceedings in the Customer’s name against its customer or contractor (as applicable) for recovery of that account for FLRHUB’s benefit. The Customer irrevocably appoints FLRHUB as its attorney for that purpose. For the purposes of this clause, the Customer must keep proper records and accounts in respect of such unpaid sales, including the dates of sale, price, amount and identity of such customer or contractor (as applicable) and FLRHUB’s Goods.
4. FLRHUB may in its discretion despite s 14(6) of the PPSA apply any moneys received in respect of any PMSI obligations of the Customer on a pro rata basis.
5. The Customer will pay FLRHUB for its expenses, including mercantile agent’s fees and any fees and commission paid to mercantile agents engaged by FLRHUB in relation to the actual or contemplated enforcement of the supply agreement including legal costs and expenses.
PRIVACY
1. FLRHUB collects personal information which is reasonably necessary to enable it to supply the Goods to the Customer. Our Privacy Policy can be accessed through the home page or at www.flrhub.com.au
INDEMNITY
1. The Customer will indemnify and keep indemnified and hold FLRHUB, its officers, directors, employees, agents, successor and assignees, harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by FLRHUB, and from and against all actions, proceedings, claims or demands made against FLRHUB, arising from one or more of the following:
  1. the Customer’s failure to comply with any applicable laws, rules, standards, regulations or instructions in relation to the Goods or the use of the Goods;
  2. any negligence or breach of duty by the Customer and its employees, agents or contractors in relation to the Goods or the use of the Goods; and
  3. any breach of these Terms by the Customer.
FORCE MAJEURE
1. FLRHUB is not liable for any delay or the failure to perform any obligation in the Customer’s favour arising as a result of any event beyond FLRHUB’s control.
CONFIDENTIALITY
1. Any security agreement that arises under these Terms is confidential. Despite this, the Customer agrees that FLRHUB may disclose any information concerning it to any interested person under s 275(6) of the PPSA.
NOTICES AND ELECTRONIC COMMUNICATION
1. Any notice required under these Terms may be given by any party, including any director or authorised person of that party. Any notice may be given at that party’s registered address or other address stipulated in any application in connection with these Terms or as notified in writing for the purposes of this clause. Without limitation, this includes any electronic address notified to the other party.
2. The Customer agrees that:
  1. if the Customer’s signature or execution is required, the requirement is taken to have been met by an electronic communication; and
  2. if FLRHUB is required to produce a document that is in the form of paper, the requirement is taken to have been met by an electronic communication.
GENERAL
1. These Terms are governed by the laws of South Australia. The Customer submits to the non-exclusive jurisdiction of any South Australian court and waives any rights to claim that courts there are an inconvenient forum.
2. The rights and obligations of the parties will not merge on completion of any transaction under these Terms or upon the execution of any other document in connection with the subject matter of these Terms.
3. All rights under these Terms are in addition to and do not abrogate, limit or reduce any other rights that FLRHUB may have.
4. Any provision of these Terms that is invalid, unenforceable or illegal must be read down to the extent necessary to avoid that effect. If that is not possible, that provision must be excluded from these Terms but only to the extent necessary to avoid that effect. All other provisions of the Terms continue to be valid and enforceable.
5. Each indemnity and payment obligation of the Customer under these Terms is a continuing obligation, separate and independent from all other obligations, and survives termination of these Terms.
6. It is not necessary for FLRHUB to incur expense or make a payment before enforcing a right of indemnity.
7. These Terms contain the entire agreement in respect of the supply of Goods or services to the Customer.
8. FLRHUB may at any time set off any amount FLRHUB owes the Customer against any amount payable by the Customer to FLRHUB.
9. For the purposes of any payment obligation under these Terms, time is of the essence.
10. FLRHUB may vary these Terms with reasonable notice given to the Customer.
11. A right or obligation under these Terms cannot be waived except by a document executed by the party waiving that right or obligation and specifying the waiver.
DEFINITIONS
1. In these Terms unless the contrary intention appears:
  “Australian Consumer Law” means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
  “FLRHUB” means FLRHUB Pty Ltd and any and all of its “Related Bodies Corporate” as such term is defined in the Corporations Act 2001 (Cth);
  “Commercial Credit Trade Account Customer” means a Customer who has entered into an agreement called a Commercial Credit Trade Account with FLRHUB;
  “Default” means:
  the Customer fails to pay when due any moneys owing to FLRHUB under these Terms;
  the Customer gives any third party a security interest in accounts as original collateral in respect of the proceeds of any Goods supplied by FLRHUB;
  an Insolvency Event occurs or is continuing;
  the Customer breaches any provision of these Terms; or
  upon any employee of FLRHUB posting by ordinary pre-paid post or emailing a letter advising that all money owing to FLRHUB is, despite any agreement to the contrary, immediately due and owing.
  “electronic communication” means a communication of information in the form of data, text or images by guided or unguided electromagnetic energy and includes a scanned image or any other form of digital storage.
  “Goods” means any goods FLRHUB supplies to the Customer whether on consignment or otherwise under these Terms. They include goods described on any invoice, quotation, work authorisation or any other forms or notification FLRHUB provides the Customer or any order the Customer gives FLRHUB.
  “Insolvency Event” means:
  an administrator is appointed to the Customer.
  except for the purpose of a solvent reconstruction or amalgamation previously approved by FLRHUB, an application or an order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting, an application to a court or other steps are taken for:
  the Customer’s winding up; or
  the Customer entering into an arrangement, compromise or composition with or assignment for the benefit of creditors or a class of them;
  the Customer ceases, suspends or threatens to cease or suspend the conduct of all or a material part of its business or disposes of or threaten to dispose of a material part of its assets.
  the Customer is, or under legislation is presumed or taken to be, insolvent or cease to carry on a business.
  a receiver, receiver and manager, administrative receiver or similar officer is appointed in respect of the Customer.
  any distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any material part of the Customer’s assets and is not discharged or stayed within 14 business days.
  a security interest becomes enforceable or is enforced.
  “PPSA” means the Personal Property Securities Act 2009 (Cth).
  The expressions account, financing statement, financing change statement, PPSR, proceeds, purchase money security interest (pmsi), security agreement, security interest, verification statement have the meanings given by the PPSA. Without limitation, security interest bears its natural meaning and applies to all land and licences and personal property that is not personal property covered by the PPSA.
  The singular includes the plural and the converse.
  Any reference in these Terms to the Customer also includes its respective successors or permitted assigns. If the Customer constitutes more than one person or entity, these Terms bind each of them jointly and severally.

Subscription Terms

These Subscription Terms (“Terms”), as amended or replaced from time to time, apply to the subscription to, and use of, FLRHUB’s Site by you (“Customer”, “You” or “Your”) and they govern Your and FLRHUB’s respective rights and obligations.

CONTRACT
1. These Terms constitute the entire agreement between FLRHUB and You in relation to Your subscription to the Site. All prior negotiations, representations, understandings, arrangements and agreements (whether oral and/or in writing) are superseded by these Terms.
2. You shall be deemed to have accepted these Terms and to have entered into a Contract when You subscribe to the Site.
SUBSCRIPTION
1. Your subscription gives You access to the Site during Your subscription period. If there are different subscription packages for the Site, then Your subscription only gives You access for the package for which You subscribed.
2. We reserve the right to modify the content, inclusions, type and availability of any features, benefits and services on the Site at any time.
3. We reserve the right to reject any order for a subscription at any time. Subscription Fees are not refundable except to the extent expressly set out in these Terms.
4. FLRHUB is not responsible and has no liability for any claim relating to a situation where You have entered incorrect details in Your subscription order. It will be Your responsibility to report any such errors to FLRHUB as soon as You become aware of this and if FLRHUB decides to provide You with any credit as a result, such credit may (at FLRHUB’s option) take the form of an extension to Your subscription expiry date or a reduction in the price of Your next payment of the Subscription Fee.
SUBSCRIPTION TERM AND PAYMENT
1. Your subscription begins as soon as your initial payment of the Subscription Fee is processed. Your subscription will automatically renew each month without notice unless and until You cancel Your subscription.
2. You authorise FLRHUB to store Your payment method(s) and to automatically charge Your payment method(s) every month until You cancel Your subscription. FLRHUB will automatically charge You the then-current rate for your subscription package, plus GST, every month upon renewal until you cancel.
3. Payment of the Subscription Fee may be made by Your nominated payment method which can include direct debit. Where You pay by direct debit, it is Your responsibility to make sure You have sufficient clear funds in Your nominated bank account for the direct debit payment to be deducted. It is Your responsibility to check Your bank account statements to make sure that the correct amounts are being debited from Your account and to promptly let FLRHUB know if You believe you are being billed incorrectly.
4. You are responsible for making sure Your payment details are always valid and up to date – You can do on the Site.
5. If Your primary payment method fails, You authorise FLRHUB to charge any other payment method in Your account. If You have not provided FLRHUB with a backup payment method(s) and You fail to provide payment or if all payment methods in Your account fail, FLRHUB may suspend or cancel Your subscription and revoke Your access to the Site. You will then need to re-subscribe and the same subscription package will not necessarily be made available to You.
6. If You pay by credit card, FLRHUB may add a credit card surcharge (currently 1.85% but subject to annual review) which reflects no more than the costs of acceptance to FLRHUB of processing Your payment of the Subscription Fee. There is no surcharge for payments by debit card or direct debit.
7. Your login details for the Site should not be shared with anyone else. If FLRHUB detects or suspects any misuse of Your login details for any reason, FLRHUB may terminate Your subscription and no refunds will be given.
8. Using Your subscription may mean You will incur other expenses (eg internet fees, data fees and/or service provider fees) and You will be responsible for these extra expenses.
PRICING
1. The current Subscription Fee, the available subscription packages and duration of the subscription(s) are stated on the Site. FLRHUB charges in Australian dollars and You agree to pay the Subscription Fee at the payment intervals stated at the time You order Your subscription.
2. FLRHUB may change the Subscription Fee at any time. FLRHUB will give You at least 14 days’ notice if the new Subscription Fee is greater than the price You received at the commencement of Your subscription. The new Subscription Fee will be notified to You by email or via the Site. The new Subscription Fee won’t apply until Your next monthly renewal term after the notice. If You would prefer to cancel Your subscription, you are free to do so before the end of the direct debit/credit card monthly billing cycle.
3. The Subscription Fee is non-refundable except as expressly set forth in these Terms.
4. Unless otherwise stated:
  1. the Subscription Fee and any other amount payable under the Contract shall be exclusive of any tax payable pursuant to A New Tax System (Goods and Estimating Services Tax) Act 1999 (Cth) (“GST”) except where the amount is expressed to be inclusive of GST; and
  2. You will be required to pay to FLRHUB an amount equal to the GST in addition to (and at the same time as) the Subscription Fee and any relevant other amount.
PROMOTIONS
1. From time to time, FLRHUB may offer certain customers specific trial or other promotional subscriptions, which are subject to these Terms except as otherwise stated in the promotional or subscription terms and conditions (if any). if any of the promotional subscription terms and conditions conflict with these Terms, then these Terms and conditions will override the promotional terms and conditions.
2. You will likely be required to provide Your direct debit/credit card payment details when you sign up for a promotion or trial and Your subscription will then renew automatically at the end of the promotional or trial period at the then current Subscription Fee unless You cancel during the relevant trial or promotional period.
3. FLRHUB reserves the right to offer, withdraw, change, cancel or determine Your eligibility for any promotion or trial in its discretion for the purposes of preventing abuse of the promotion or trial.
MANAGING YOUR SUBSCRIPTION
1. You can manage Your account, change Your personal details or Your payment details and upgrade/downgrade Your subscription level through the Site.
2. Upgrades are billed from Your next monthly billing cycle but You will get immediate access to the upgraded subscription package. Downgrades will take effect from Your next monthly billing cycle.
CANCELLING A SUBSCRIPTION
1. You may request a cancellation of Your subscription at any time by contacting FLRHUB. Cancellation won’t be effective until we have received all relevant information from You and until the end of Your then current monthly subscription period (note that your cancellation request must be made at least 72 hours before your next subscription payment is due).
2. No pro-rata refunds will be provided if You cancel during a subscription period.
PERMITTED USE OF THE SITE
1. You must follow FLRHUB’s reasonable instructions about how You use the Site. You must not use the Site for any improper or unlawful purpose and You must not allow anyone else to do the same.
2. You must not circumvent, disable or otherwise interfere with security-related features of the Site or any features which prevent or restrict the use, distribution or copying of any Site content. You must not alter or modify the Site content or the Site in any way.
3. You are solely responsible and liable for activity that occurs on Your account and You are responsible for maintaining the confidentiality of Your password and Site account details.
LIMITATION OF LIABILITY
1. FLRHUB gives no warranty in relation to the Site and Your subscription, and You expressly agree that use of the Site is at Your own risk.
2. To the maximum extent permitted by law:
  1. except as expressly provided to the contrary in the Contract, all representations, warranties, terms and conditions in relation to the Site, Your subscription and these Terms (whether express, implied, statutory or otherwise) are hereby excluded; and
  2. without limiting the generality of the preceding clause, FLRHUB is not liable or responsible in any way to You or any other person for any Loss arising from, related to, or in any way connected with your subscription, the Site and/or the benefits offered.
3. To the extent permitted by law, the liability of FLRHUB to You for any loss or damage arising out of or in connection with Your subscription to the Site, the supply of Site benefits under these Terms, any breach by FLRHUB of these Terms however arising (whether tort (including negligence), statute, custom, law or on any other basis) or any non-compliance with a statutory guarantee is limited to, at the discretion of FLRHUB:
  1. the supplying of the Site benefits again; or
  2. a refund of the Subscription Fees paid by You during the previous 12-month period.
4. Nothing in these Terms is intended to exclude, restrict or modify any non-excludable right or remedy you have under law including the Australian Consumer Law. Any disclaimer, exclusion, or limitation as provided for in these Terms applies to the full extent permitted by law and subject to any non-excludable right or remedy.
5. You agree to indemnify FLRHUB and holds it harmless against any and all actions, claims, proceedings, costs, Losses, and liabilities (including legal fees) suffered or incurred by FLRHUB arising out of, in connection with or resulting from Your use of the Site, including any subscription to the Site, whether direct or Consequential Loss.
6. FLRHUB is not liable for any Consequential Loss however caused, suffered or incurred by You, or any party claiming through You, in connection with the Contract.
INTELLECTUAL PROPERTY
1. These Terms do not pass any interest to You in the proprietary information or intellectual property of FLRHUB, and You agree that You will not disclose any such information or intellectual property or use it for purposes outside of these Terms and Your use of the Site.
INDEMNITY
1. You agree to indemnify and keep indemnified and hold FLRHUB and its officers, directors, employees, agents, successor and assignees, harmless from and against all Loss incurred or suffered by FLRHUB, and from and against all actions, proceedings, claims or demands made against FLRHUB, arising from, but no limited to, one or more of the following:
  1. the Site (including Your use of the Site), Your subscription to the Site and/or the Contract;
  2. any breach of the Contract (including these Terms) by You.
2. This clause 11 remains in force after the termination or expiry of the Contract.
TERMINATION
1. FLRHUB may terminate Your subscription with 14 days’ notice for convenience and will issue a prorated refund of Your paid Subscription Fee based on the time remaining in Your current monthly subscription period.
2. FLRHUB may terminate Your subscription immediately by notice if FLRHUB consider that: (a) Your use of the Site or Your subscription to the Site breaches these Terms or any applicable law; or (b) You fraudulently use or misuse the Site or Your subscription. In this case FLRHUB will not give any refund. FLRHUB’s failure to insist upon or enforce Your strict compliance with these Terms will not constitute a waiver of any of FLRHUB’s rights. You may terminate your subscription at any time in accordance with these Terms.
INFORMATION & WARRANTIES
1. You are responsible for the completeness and accuracy of the Information that You supply to FLRHUB.
2. You acknowledge and agree that all Information You provide to FLRHUB is accurate and complete and that FLRHUB will, without independent verification, rely on it for the purpose of providing You with a subscription to the Site. FLRHUB shall not assume any responsibility or have any liability for such Information. FLRHUB takes no responsibility for any Loss arising if the Information is in any way incomplete, inaccurate or contains errors. You take full responsibility for, and shall indemnify FLRHUB in respect of, all Losses that arise (and incurred by either party to the Contract) if the Information is incomplete, inaccurate or contains errors.
3. To the extent permitted by law, FLRHUB disclaims all responsibility for Your failure to inform FLRHUB of any changes to any Information which impacts, or may impact, upon Your subscription to the Site.
FORCE MAJEURE
Neither party will be liable to the other party for any delay or failure to fulfil obligations under the Contract to the extent that such delay or failure arises from unforeseen causes beyond the first-mentioned party’s reasonable control.
NOTICES AND ELECTRONIC COMMUNICATION
1. Any notice required under the Contract may be given by any party, including any director or authorised person of that party. Any notice may be given at that party’s registered address or other address stipulated in any notice provided by that party or as notified in writing for the purposes of Your subscription. Without limitation, this includes any electronic address notified to the other party.
2. You agree that:
  1. if the Your signature or execution is required, the requirement is taken to have been met by an electronic communication; and
  2. if FLRHUB is required to produce a document that is in the form of paper, the requirement is taken to have been met by an electronic communication.
NO TRANSFER OR ASSIGNMENT OF SUBSCRIPTION OR BENEFITS
You may not transfer or assign Your subscription or the associated benefits except as expressly allowed in these Terms.
GOVERNING LAW
The Contract is governed by the laws of South Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of courts exercising jurisdiction there.
VARIATION
FLRHUB may in its reasonable discretion change these Terms, or any aspect of Your subscription including any benefits, by posting the changes on the Site. Any changes implemented by FLRHUB will not affect Your rights to cancel Your subscription at any time. Any increase in the applicable Subscription Fee will not apply before the end of your then current monthly subscription period. If any change to these Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. Your continued subscription and use of the Site after any such change constitutes Your acceptance of the change. If You do not agree to any changes, You must cancel Your subscription in accordance with these Terms.
SEVERANCE
If any provision of the Contract is invalid, illegal or unenforceable, that provision must be severed from and ignored in the interpretation of the Contract to the minimum extent necessary and to the intent that the remaining provisions of the Contract remain in full force and effect.
FURTHER ASSURANCE
Each party at its own expense must do everything necessary to give full effect to the Contract.
DEFINITIONS
1. In these Terms unless the contrary intention appears:
  1. “Contract” means the contract for Your subscription to and use of the Site, constituted by these Terms.
  2. “Consequential Loss” means consequential loss and:
    1. indirect loss;
    2. loss of revenues;
    3. loss of reputation;
    4. loss of profits;
    5. loss of actual or anticipated savings;
    6. loss of capital through over-payment or under-sale;
    7. lost opportunities, including opportunities to enter into arrangements with third parties; and
    8. loss or corruption of data.
  3. “FLRHUB” means FLRHUB Pty Ltd and any and all of its “Related Bodies Corporate” as such term is defined in the Corporations Act 2001 (Cth).
  4. “electronic communication” means a communication of information in the form of data, text or images by guided or unguided electromagnetic energy and includes a scanned image or any other form of digital storage.
  5. “Information” means all data and information whatsoever provided by You for the purpose of Your subscription to and use of the Site.
  6. “Loss” means any and all loss, liability, damage, cost, and expense (including legal costs on a solicitor-client basis), whether direct or Consequential Loss, and whether present or future.
  7. “party” means a party to the Contract, being FLRHUB or You, as the context requires.
  8. “Site” means the FLRHUB website.
  9. “Subscription Fee” means the monthly fee payable by You for Your subscription to the Site as notified by FLRHUB on the Site. The Subscription Fee excludes GST.
  10. The singular includes the plural and the converse.
  11. Any reference in the Contract to the Customer or You also includes its/Your respective successors or permitted assigns. If the Customer constitutes more than one person or entity, the Contract bind each of them jointly and severally.