TERMS & CONDITIONS

ABOUT THESE TERMS

This website, www.designedbykaro.com.au (the Website), is operated by Designed By Karo Pty Ltd (ABN 18 696 906 966) trading as Karo (Karo, we, us or our).

The Website allows users to browse and purchase furniture, mirrors, cabinets, homewares, accessories and other products offered by Karo from time to time (Products).

These Terms and Conditions (Terms) govern:

- your access to and use of the Website;
- retail purchases made through the Website or directly with Karo;
- trade and wholesale accounts, quotations and orders;
- delivery and use of our Products; and
- any related services supplied by Karo.

These Terms should be read together with our:

- Returns, Shipping & Delivery Policy;
- Warranty & Product Care Policy;
- Privacy Policy; and
- any quotation, invoice, Product instructions or additional terms provided in relation to an order.

Where there is an inconsistency, any specific written terms stated on an accepted quotation, invoice or order confirmation will apply to the extent of that inconsistency.

Nothing in these Terms excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded under the Australian Consumer Law or any other applicable law.

ACCEPTANCE OF THESE TERMS

By accessing or using the Website, creating an account, placing an order, accepting a quotation or otherwise purchasing a Product from Karo, you acknowledge that you have read, understood and agreed to these Terms.

If you do not agree to these Terms, you must not use the Website or purchase Products from us.

You must be at least 18 years old and legally capable of entering into a binding contract to place an order with Karo.

Where you place an order on behalf of a company, trust, partnership or other organisation, you warrant that you have authority to bind that organisation to these Terms.

WEBSITE ACCOUNTS

You may be able to browse or purchase Products without creating an account. Certain features, including trade or wholesale pricing, may require an approved account.

When creating or using an account, you agree to:

- provide accurate, complete and current information;
- keep your login details confidential;
- not allow another person to use your account without authority;
- notify us promptly if you become aware of unauthorised access; and
- ensure your contact, billing and delivery details remain current.

You are responsible for activity conducted through your account unless the activity resulted from a security failure caused by Karo.

We may suspend or close an account where we reasonably believe that the account is being used fraudulently, unlawfully, contrary to these Terms or in a manner that may harm Karo or another person.

PRODUCT INFORMATION

We take reasonable care to ensure that Product descriptions, photographs, dimensions, materials, finishes, specifications, availability and pricing displayed on the Website are accurate.

However, photographs and digital representations are provided as a guide. The appearance of a Product may vary depending on lighting, photography, styling, screen calibration and the device used to view the Website.

Unless expressly stated otherwise:

- measurements are approximate;
- minor manufacturing tolerances may occur;
- accessories, styling items and surrounding furniture shown in photographs are not included;
- colours and finishes may appear differently in person;
- packaging may differ from the packaging displayed; and
- Products are supplied only with the components described in the applicable Product listing.

You are responsible for reviewing all Product information, measurements, specifications, weight limits, installation requirements and care instructions before placing an order.

You should contact Karo before ordering if a particular colour, measurement, finish, material, feature or use is essential to your purchasing decision.

MATERIALS AND NATURAL VARIATION

Some Products may incorporate natural or variable materials, including timber, timber veneer, stone, glass, metal, fabric, ceramic or other natural and manufactured finishes.

Variations may include differences in:

- colour and tone;
- timber grain, knots and figuring;
- stone veining and pattern;
- texture;
- reflectivity;
- surface movement;
- minor markings;
- welds, joins or construction details;
- patina; and
- the appearance of handmade or hand-finished components.

These characteristics may vary between samples, Website photographs, display Products and individual Products supplied to customers.

Reasonable variations that are inherent in the material or manufacturing process are not necessarily defects. This does not apply where a variation means the Product does not comply with a description, sample, disclosed purpose or applicable consumer guarantee.

Natural materials and finishes may also change over time due to ageing, exposure to light, humidity, temperature, handling and normal use.

Please refer to our Warranty & Product Care Policy for further information.

PRICING AND GST

Prices displayed on the Website are in Australian dollars.

Retail prices include GST unless otherwise stated.

Trade and wholesale prices may be shown or quoted exclusive of GST. GST will be added where required and will be identified on the applicable quotation, invoice or checkout page.

Delivery, handling, insurance, installation, assembly and other charges are not included in the Product price unless expressly stated.

We may change our prices at any time before an order is accepted. A price change will not affect an order that has already been accepted by Karo unless:

- you request a change to the order;
- the displayed price was an obvious error; or
- the parties agree otherwise in writing.

Promotional pricing applies only for the period and on the conditions stated in the relevant promotion.

ORDERS AND CONTRACT FORMATION

Submitting an order through the Website is an offer by you to purchase the Products in the order.

An automated order acknowledgement or payment receipt does not necessarily mean that we have accepted your order.

A binding agreement is formed when Karo:

- sends you an order confirmation;
- confirms acceptance of your quotation or purchase order;
- begins preparing the order for dispatch; or
- dispatches the Products,

whichever occurs first.

We may reasonably refuse or cancel an order before acceptance where:

- a Product is unavailable;
- the Website contains an obvious pricing or description error;
- payment has not been authorised or received;
- we reasonably suspect fraud or unauthorised activity;
- delivery is unavailable to the nominated address;
- an order breaches purchase limits or promotional conditions; or
- the order cannot lawfully be fulfilled.

If we cancel an order after receiving payment, we will refund the amount paid for the cancelled Product and any applicable delivery amount relating solely to that Product.

We may place reasonable limits on the quantities of Products purchased in a single transaction.

CUSTOMER CANCELLATIONS AND ORDER CHANGES

Requests to cancel or change an order must be submitted to hi@designedbykaro.com.au as soon as possible.

Submitting a request does not automatically cancel or change an order.

Whether we can accommodate a cancellation or change will depend on the status of the order, whether Products have been allocated, packed or dispatched, costs already incurred by Karo and any specific terms stated at the time of purchase.

Once an order has been dispatched, it cannot be cancelled and will instead be dealt with in accordance with our Returns, Shipping & Delivery Policy.

Nothing in this section limits any rights or remedies available under the Australian Consumer Law.

PAYMENT

You must pay the amount stated at checkout, on the quotation or on the applicable invoice by the required payment date.

Available payment methods will be displayed at checkout or stated on the invoice.

Payments may be processed by third-party payment providers. Your use of a third-party payment service may also be subject to that provider's terms and privacy policy.

Karo does not directly store complete payment-card details where payments are processed through an external payment provider.

You warrant that:

- you are authorised to use the selected payment method;
- the payment information supplied is accurate; and
- sufficient funds or credit are available to complete the transaction.

We may delay acceptance or dispatch until cleared payment has been received.

Where payment is reversed, declined, disputed or subject to a chargeback, we may suspend the order while the matter is investigated.

AVAILABILITY, PREORDERS AND BACKORDERS

Product availability is subject to change.

A Product being displayed on the Website does not guarantee that it is currently available or available in the quantity requested.

Where a Product is identified as a preorder, backorder or incoming item:

-the estimated dispatch or arrival date is indicative only;
- delays may occur due to manufacturing, shipping, customs, port, carrier or other circumstances;
- Products included in the same order may be dispatched separately; and
- any cancellation rights will be governed by the preorder terms displayed at the time of purchase and applicable law.

We will provide reasonable updates if we become aware of a material delay.

Where we cannot supply a Product within a reasonable period, we may offer you the option of continuing to wait, selecting an alternative Product or receiving a refund for the unavailable Product.

TRADE AND WHOLESALE ACCOUNTS

Trade and wholesale accounts are available only to approved applicants.

Approval is at Karo's discretion and may be subject to eligibility requirements, minimum order quantities, business verification and additional account terms.

Trade and wholesale customers agree that:

- pricing and discounts are confidential and must not be shared without permission;
- account access and pricing are personal to the approved business;
- trade or wholesale pricing may not be transferred to another person or business;
- Products must not be represented in a misleading manner;
- Karo's branding, photographs and other intellectual property may only be used with permission;
- applicable minimum orders, pack sizes or ordering requirements must be met;
- payment terms stated on the quotation or invoice must be followed; and
- Karo may review, suspend or withdraw account status on reasonable notice.

Trade or wholesale approval does not guarantee Product availability, exclusivity, credit terms or acceptance of every order.

Unless otherwise stated, trade and wholesale prices exclude GST and delivery.

Quotations

Unless a different period is stated on the quotation, Karo quotations are valid for 30 calendar days from the date of issue.

A quotation:

- is not an order;
- does not reserve or allocate stock;
- is subject to Product availability;
- may be withdrawn before acceptance where it contains an obvious error; and
- becomes binding only when accepted by Karo and any required payment has been received.

Pricing may be revised where a quotation has expired or the requested Products, quantities, delivery arrangements or specifications change.

Purchase Orders

A purchase order submitted by a trade or wholesale customer is an offer to purchase and is subject to acceptance by Karo.

Terms appearing on a customer's purchase order do not override these Terms unless Karo expressly agrees to those terms in writing.

Business Purchases and Consumer Rights

Nothing in this section excludes any protection available to a trade or wholesale customer under the Australian Consumer Law, including protections that may apply to eligible small-business standard-form contracts.

TITLE TO PRODUCTS

Legal title to Products remains with Karo until all amounts owing in relation to the order have been paid in full.

To the extent permitted by law, a trade or wholesale customer must not sell, transfer, encumber or dispose of unpaid Products other than through its ordinary course of business.

Nothing in this section limits any rights or remedies that cannot lawfully be excluded.

DELIVERY

Delivery arrangements, estimated timeframes, delivery access requirements, authority to leave, transit damage and other delivery conditions are governed by our Returns, Shipping & Delivery Policy.

You are responsible for providing complete and accurate delivery information and for reviewing any applicable delivery requirements before placing an order.

ASSEMBLY, INSTALLATION AND PRODUCT USE

Some Products may require assembly, securing, hanging or installation.

You must follow all assembly, installation, safety and care instructions supplied with the Product or published on the Website.

Where a Product requires specialist assembly, fixing or installation, you are responsible for engaging a suitably qualified or experienced person where appropriate.

Further information regarding Product installation, use and care is contained in our Warranty & Product Care Policy.

RETURNS

Change-of-mind returns, exchanges, faulty or incorrect Products and Products damaged in transit are dealt with in accordance with our Returns, Shipping & Delivery Policy.

Nothing in that policy limits any rights or remedies that cannot lawfully be excluded under the Australian Consumer Law.

AUSTRALIAN CONSUMER LAW

Our Products come with guarantees that cannot be excluded under the Australian Consumer Law.

These guarantees may include that Products:

- are of acceptable quality;
-are fit for any purpose disclosed before purchase;
-match their description;
-match any sample or demonstration model;
-have clear title; and
- comply with any applicable express warranties.

Where a Product fails to comply with an applicable consumer guarantee, you may be entitled to a repair, replacement, refund, compensation or another remedy depending on the circumstances and whether the failure is major or minor.

Nothing in these Terms or any Karo policy or warranty document limits rights or remedies that cannot lawfully be excluded.

PROMOTIONAL CODES

Promotional codes:

- must be used in accordance with their stated conditions;
- cannot be redeemed for cash;
- cannot be applied retrospectively;
- may be limited to particular Products, customers or dates;
- may not be combined unless expressly permitted; and
- may be cancelled where obtained or used fraudulently or contrary to the promotion's conditions.

Where a promotional code is issued to a particular customer, it may be non-transferable.

A technical failure affecting a promotional code does not entitle a customer to a discount where the promotion had expired or the customer did not satisfy its stated conditions.

WEBSITE CONTENT AND INTELLECTUAL PROPERTY

The Website and its content are owned by or licensed to Karo and are protected by intellectual-property laws.

This includes:

- the Karo name and branding;
- logos;
- Product designs;
- registered and unregistered designs;
- photographs;
- videos;
- illustrations;
- text;
- Product names and descriptions;
- graphics;
- layouts;
- downloadable materials; and
- the selection and arrangement of Website content.

You may view and use the Website for personal, non-commercial purchasing purposes.

You must not, without our prior written permission:

- reproduce, copy or republish Website content;
- use our photographs or videos for commercial purposes;
- modify or create derivative works from our content;
- copy or manufacture Products based on our designs;
- use our branding in a way that suggests endorsement or affiliation;
- scrape or systematically extract Website data;
- remove copyright, trade mark or ownership notices; or
- sell, license or commercially exploit any Website content.

Approved trade and wholesale customers may use authorised Karo imagery only in accordance with any brand, image-use or reseller guidelines provided by Karo.

USER CONTENT, REVIEWS AND FEEDBACK

Where you submit a review, photograph, video, comment or other content to Karo, you warrant that:

- you own the content or have permission to submit it;
- it is accurate and not misleading;
- it does not infringe another person's rights;
- it does not contain confidential information;
- it is not defamatory, unlawful, threatening or offensive; and
- it does not contain malicious software.

You grant Karo a non-exclusive, worldwide, royalty-free licence to reproduce, publish, edit and use the submitted content for operating, promoting and marketing Karo and its Products.

We may remove or decline to publish content where we reasonably believe it breaches these Terms or applicable law.

We are not required to publish every review or submission.

PROHIBITED USE

You must not use the Website:

- for an unlawful or fraudulent purpose;
- to infringe intellectual-property or privacy rights;
- to submit false or misleading information;
- to transmit malware or harmful code;
- to interfere with the Website's operation or security;
- to gain unauthorised access to systems or accounts;
- to scrape, crawl or extract information using automated means without permission;
- to impersonate another person;
- to harass or threaten another person; or
- in a way that could damage Karo's reputation, systems or business.

We may restrict access to the Website where we reasonably believe a person has engaged in prohibited conduct.

THIRD-PARTY SERVICES AND LINKS

The Website may contain links to, or integrate with, third-party websites, platforms, payment providers, delivery providers, applications or services.

Karo does not control third-party websites and is not responsible for their content, availability, security or privacy practices.

Your use of a third-party service may be subject to that provider's own terms and policies.

Nothing in this section limits Karo's responsibility for a third party acting as our agent where responsibility cannot lawfully be excluded.

PRIVACY

We collect, use, store and disclose personal information in accordance with our Privacy Policy and applicable privacy laws.

By using the Website or placing an order, you acknowledge that we may provide relevant information to service providers involved in processing payments, managing orders, delivering Products, providing customer support and operating the Website.

Our Privacy Policy explains how we handle personal information and how you may contact us with a privacy enquiry or request.

WEBSITE AVAILABILITY AND ERRORS

We do not guarantee that the Website will always be available, uninterrupted, secure or error-free.

We may update, suspend or modify the Website where reasonably necessary for maintenance, security, operational or commercial purposes.

The Website may occasionally contain typographical errors, incorrect images, inaccurate stock information or pricing errors.

We may correct errors and update information at any time. Where an error materially affects an order already placed, we will contact you and provide any remedy required by law.

LIMITATION OF LIABILITY

Nothing in these Terms excludes, restricts or modifies:

- the Australian Consumer Law;
- liability for fraud, willful misconduct or negligence where it cannot lawfully be excluded; or
- any other right or liability that cannot lawfully be excluded.

Subject to the above and to the maximum extent permitted by law, Karo is not liable for indirect or consequential loss that was not reasonably foreseeable, including loss of profit, loss of revenue, loss of opportunity or loss of goodwill.

Karo is not responsible for loss caused by:

- your failure to follow Product instructions;
- incorrect assembly or installation;
- unauthorised modification;
- misuse or neglect;
- unsuitable access or delivery instructions;
- use of a Product outside its stated purpose; or
- an event outside our reasonable control,

except to the extent the loss was caused or contributed to by Karo's breach of law, negligence or failure to comply with an applicable consumer guarantee.

Where Products or services are not ordinarily acquired for personal, domestic or household use, and where permitted by law, Karo's liability may be limited to one or more of the following:

- replacing the Products;
- supplying equivalent Products;
- repairing the Products;
- paying the cost of replacement or repair;
- resupplying the services; or
- paying the cost of having the services supplied again.

Any such limitation applies only where it is fair, reasonable and legally permitted.

INDEMNITY

To the extent permitted by law, you indemnify Karo against third-party claims, liabilities, losses and reasonable costs arising directly from:

- your unlawful use of the Website;
- your infringement of another person's intellectual-property or privacy rights;
- content submitted by you;
- your unauthorised modification or misuse of a Product; or
- your material breach of these Terms.

This indemnity does not apply to the extent that the claim, liability, loss or cost was caused or contributed to by Karo's negligence, breach of these Terms or breach of applicable law.

EVENTS OUTSIDE OUR CONTROL

Karo is not responsible for delay or failure to perform an obligation where the delay or failure is caused by an event outside our reasonable control.

Such events may include natural disasters, severe weather, fire, flood, pandemic, war, civil unrest, industrial action, transport disruption, port congestion, government action, import or customs delays, utility failure or interruption to telecommunications.

This section does not exclude any right you may have where an order cannot be supplied within a reasonable time.

TERMINATION AND SUSPENSION

You may stop using the Website at any time.

We may suspend or terminate your access to the Website or an account where we reasonably believe that you have:

- materially breached these Terms;
- used the Website unlawfully or fraudulently;
- created a security risk;
- infringed another person's rights; or
- failed to pay an amount properly due.

Termination does not affect rights, liabilities or payment obligations that arose before termination.

Provisions concerning payment, intellectual property, liability, indemnity and dispute resolution continue to apply after termination where relevant.

DISPUTE RESOLUTION

If a dispute arises, the affected party should notify the other party in writing and provide reasonable details of the issue.

The parties should first attempt to resolve the dispute through good-faith discussion.

If the dispute cannot be resolved directly, either party may propose mediation through an agreed mediator before commencing court proceedings.

Nothing in this section prevents a person from:

- seeking urgent interlocutory relief;
- exercising rights under the Australian Consumer Law;
- contacting a consumer protection agency; or
- commencing proceedings where required to preserve a legal right.

SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be read down to the extent necessary.

If it cannot be read down, it will be severed without affecting the remaining provisions.

NO WAIVER

A failure or delay by Karo in exercising a right does not waive that right.

A waiver is effective only if it is given in writing and applies only to the specific circumstances for which it is given.

ENTIRE AGREEMENT

These Terms, together with the policies, quotations, invoices and other documents expressly incorporated into them, form the agreement between you and Karo regarding the Website and your purchase.

They replace earlier discussions or representations concerning the same subject matter, except where a representation cannot lawfully be excluded.

GOVERNING LAW

These Terms are governed by the laws of Tasmania, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Tasmania and any courts entitled to hear appeals from those courts.

Nothing in this section prevents a consumer from relying on rights available under the laws applicable in their state or territory.

CHANGES TO THESE TERMS

We may update these Terms from time to time to reflect changes to our business, Products, Website or legal obligations.

The current version will be published on the Website with an updated effective date.

Changes will apply from the date they are published and will not retrospectively alter an order already accepted unless:

- required by law;
- the change benefits the customer; or
- the parties agree to the change.

CONTACT INFORMATION

Questions regarding these Terms, an order or a Product should be sent to:

Designed By Karo Pty Ltd
Trading as Karo
ABN: 18 696 906 966
Email: hi@designedbykaro.com.au
Registered or business address: 341 Macquarie St, South Hobart TAS 7004
Website: www.designedbykaro.com.au