Terms and Conditions

1. All Tomsoft Website Users

   
   

   1. Site Concept

      
      

      This Tomsoft site at go.tomsoft.com.au (‘ Site’) is a website where:

      • As a Customer you can browse, select and order products advertised on the Site and manage your Orders using software provided by Tomsoft (‘ Tomsoft’, ‘ us’ or ‘ we’).

      • As a Supplier you can advertise and receive orders for products from Customers that use the site using software provided by Tomsoft (‘ Tomsoft’, ‘ us’ or ‘ we’).,

        Your access to and use of the Site, including your order or supply of Products through the Site, is subject to these terms and conditions.

        If you are Customer, please also read the Customer Specific Terms below which are incorporated into these Terms and Conditions.

        If you are a Supplier, please read the Supplier Specific Terms below which are incorporated into these Terms and Conditions.

        
        

   2. Intellectual Property Rights

      
      

      1. You:

         1. acknowledge that the copyright in the Site, the software, design, text and graphics comprised in the Site, the selection and layout of the Site and the content and materials on the Site (together, the “Materials”) are owned by or licensed to us;

         2. must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public a Material without our prior written consent; and

         3. must not frame or embed in another website any of the material appearing on this Site without our prior written consent.

      2. You may:

         1. store a reproduction of the content on this Site on your local computer for the sole purpose of viewing the content and Materials; and

         2. print hard copies of the content and Materials for the sole purpose of viewing and purchasing Products but not for any other use, including commercial use.

      3. This Site contains registered trade marks and other trade marks which are protected by law. You must not use any of the marks or trade marks appearing on the Site or our name or the names of our related bodies corporate without our prior written consent. You must not use any of the other company, product and services marks on the Site that are owned by other third parties (including our suppliers) without obtaining the relevant third party owner’s consent.

      
      

   3. Use of the Website

      
      

      Our aim is for the website to be made available twenty four (24) hours a day, however we do not undertake any obligation to do so, and we will not be liable to you if the Website is unavailable at any time or for any period.

      At any time we reserve the right to change, suspend or discontinue any aspect or feature of the Website at any time without any prior notice or liability.

      The Site may contain links to external websites that are not operated by us or our related bodies corporate.

      These links are provided for your convenience only and you agree that:

      1. we make no representations or warranties, or have any responsibility or liability for those websites; and

      2. these links do not indicate, expressly or impliedly, that we endorse the site or the products or services that are provided at those sites.

      You agree that you access and use the products and services made available at those sites solely at your own risk.

      
      

   4. Your general obligations

      
      

      You:

      1. must ensure that your LoginID and password that is used to access the Site and the details of your account are kept in a safe and secure manner;

      2. must notify us through Customer Service at contact@tomsoft.com.au if you are or become aware that there is or has been an unauthorised use of your LoginID and password or account, or any other security breach relating to your account;

      3. must promptly advise us of any changes to your information provided to us as part of the customer registration process;

      1. are responsible for any costs associated with your access to or use of the Site, including Internet access fees;

      2. are responsible and liable for any person that uses your LoginID and password to order Product(s) through the Site;

      3. agree that we may charge you for all Products that we agree to supply to you that have been ordered using your LoginID and password through the Site; and

      4. should check the labels on the Products before consumption or use.

      
      

   5. General restrictions

      
      

      You must not:

      1. use the Site for any activities that breach any laws, infringe a third party’s rights or are contrary to any relevant standards or codes;

      2. use the Site in a manner or way, or post to or transmit to or via the Site any material, which interferes with other users or our other customers or defames, harasses, threatens, menaces or offends any person or which prevents any other person from using or enjoying the Site;

      3. make fraudulent or speculative enquiries, purchases or requests through the Site;

      4. use another person’s details without their permission or impersonate another person when using the Site;

      5. post or transmit any obscene, indecent, inflammatory or pornographic material or any other material that may give rise to civil or criminal proceedings;

      6. tamper with or hinder the operation of the Site;

      7. knowingly transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Site;

      8. use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the Site;

      9. modify, adapt, translate or reverse engineer any portion of the Site;

      10. remove any copyright, trade mark or other proprietary rights notices contained in or on the Site;

      11. reformat or frame any portion of the web pages that are part of the Site;

      12. create accounts by automated means or under false or fraudulent pretences;

      13. use the Site to violate the security of any computer or other network or engage in illegal conduct;

      14. take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure;

      15. use the Site other than in accordance with these terms and conditions; or

      16. attempt any of the above acts or engage or permit another person to do any of the above acts.

      
      

   6. Suspension of account

      We reserve the right to refuse service, terminate accounts and/or remove or edit content if we, acting reasonably, deem that you have acted in breach of these terms and conditions or have used the Site in a fraudulent or improper manner.

      
      

      1. Warranties

         
         

         You warrant that:

         1. all information and data provided by you to us through the Site (including as part of the customer registration process) or otherwise is true, accurate, complete and up to date;

         2. the person receiving the Products at the Delivery Address is authorised by you to do so; and

         3. you have and will comply with all relevant laws relating to your use of the Site and your placement of any Order to us.

      
      

      1. Termination

         
         

         1. We may immediately suspend, terminate or limit your access to and use of the Site and (where relevant) your account if you breach these terms and conditions and:

            1. the breach cannot be remedied; or

            2. you fail to the remedy the breach within 10 days of our notice to you of that breach; or

            3. if there is an emergency.

            
            

         2. You may stop using the Site at any time and for any reason.

            
            

         3. We may stop making the Site (or any part of it) available without prior notice. If so, any Orders that we have accepted will not be affected by this unless the Products that have been ordered are no longer available or we are prevented from supplying the Products, in which case, we will notify you and will refund to you all valid payments received by us for those Products.

            
            

      2. Limitation of Liability

         
         

         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 repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. You may also be entitled to remedies that cannot be excluded under the Australian Consumer Law if any services supplied by us to you fail to meet a consumer guarantee under the Australian Consumer Law.

            
            

         2. Without excluding, restricting or modifying the rights and remedies to which you may be entitled under these consumer guarantees provisions of the Australian Consumer Law or Tomsoft's liabilities under those provisions:

            1. you acknowledge that each Site is provided "as is" and that we do not make any warranty or representation as to the suitability of the Site or a Product for any purpose;

            2. we exclude all other implied terms and warranties, whether statutory or otherwise, relating to the Site or the subject matter of this agreement; and

            3. we will not be liable to you for indirect and consequential loss arising from or connected 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.

            
            

         3. 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.

            
            

      3. Anti Money Laundering and Counter Terrorism Financing Legislation

         
         

         We are required to meet regulatory and compliance obligations under the AML & CTF Legislation, and therefore may need to:

         1. delay, block or refuse transactions where we have reasonable grounds to believe that these transactions breach Australian law or the law of any other country; or

         2. from time to time, require additional information from you to assist us in meeting our obligations as required by the AML & CTF Legislation.

         You acknowledge that, the information collected by us may be used for identification purposes, and may be disclosed to a third party verification service, in accordance with our Privacy Policy, to enable Tomsoft to comply with all its customer identification obligations under the AML & CTF Legislation. We may disclose the information gathered by us to regulatory and/or law enforcement agencies in accordance with AML & CTF Legislation and our Privacy Policy.

         You agree that you must not initiate, engage in or effect a transaction that may be in breach of Australian law or the law of another country including (but not limited to) the AML & CTF Legislation.

         
         

      4. General

         
         

         1. If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

            
            

         2. This agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which you are entitled under the Australian Consumer Law arise independently of these terms and conditions and this clause does not apply to any claim you may have under the Australian Consumer Law.

            
            

         3. Tomsoft attempts to be as accurate as possible and uses its best endeavours to ensure, but does not itself warrant, that any information provided by its suppliers, including in relation to product descriptions or other content of this site, is accurate, complete, reliable, current or error-free.

            
            

      5. Changes to Terms and Conditions

         
         

         1. We may change these terms and conditions at any time, and such modifications will be effective as soon as they are posted. For future orders, these terms may therefore be different. We recommend that you read these terms carefully each time you agree to them during the ordering process.

            
            

         2. If you have an Order that has been accepted by us, the terms and conditions that will apply to the Order are the terms and conditions that applied at the time you placed your Order.

            
            

      6. Privacy Policy

      
      

      Our privacy policy is available on the Site and forms part of these terms and conditions. You acknowledge and agree to our privacy policy.

      
      

2. Customer Terms

   
   

   These Customer Terms should be read in conjunction with our General Terms and Conditions and apply when you are buying products from Customers by using the Tomsoft website.

   
   

   1. General

      
      

      1. By accessing and using the Site, including placing orders of Products from Suppliers through the Site, you agree that you will be subject to and will comply with these terms and conditions (including our privacy policy):

         1. by completing your registration through the Site; and

         2. using the Site to obtain Products ordered from Suppliers through the Site.

         
         

      2. You acknowledge and agree that:

      1. any personal information collected by Suppliers will be subject to the Suppliers terms and conditions and privacy policy; and

      2. We may share personal information about you with Suppliers.

      
      

   2. Customer Onboarding – Registration of Account

      
      

      1. You must complete the customer registration process through the Site before placing an Order for Products from Suppliers through the Site. Any personal information that you give us will be held and used by us in accordance with our privacy policy referred to in clause 1.13 Above.

         When registering an account, we require that you to provide:

         • your personal details

         • your company ABN

         • your contact details

         • your identification

         • your credit or debit card details

           You must provide these details truthfully and ensure that your details are updated as necessary to ensure that we have accurate and current information. When registering an account, you agree to be bound by our Terms and Conditions, including these Customer Terms. Upon registration, you will be issued with a username and a password and it is your responsibility to ensure that the username and passport are kept safely. Any use of your username and password, even if done without your authority, remains your responsibility. Registration and continuing access through your supplier account is a privilege granted by us to you and can be refused, revoked or suspended at any time at our absolute discretion.

           
           

      2. You may not have more than one active account, and your account is non-transferable. You may update, edit or terminate your account at any time through the Site.

         
         

      3. If you choose to use a workplace email address for your account or to access the Site, then you are solely responsible for ensuring that you comply with the rules, policies or protocols that apply to the use of your email address and your workplace facilities.

      
      

      1. Placing an Order for Products

         
         

         1. You may order Products from Suppliers by selecting and submitting your Order through the Site in accordance with these terms and conditions and the terms and conditions of the Supplier.

            
            

         2. Any Order placed through this Site for a Product is an offer by you to purchase the particular Product for the price notified (including the delivery and other charges and taxes) at the time you place the Order, from the relevant Supplier.

         3. You may be asked by Us or the Supplier to provide additional details or require you to confirm your details to enable the processing of any Orders placed through the Site.

            
            

         4. You agree to provide us and any Supplier with current, complete and accurate details when asked to do so by the Site.

            
            

      2. Acceptance or rejection of an Order

         
         

         1. We and any Supplier reserves the right to accept or reject your Order for any reason, including if the requested Product is not available, if there is an error in the price or the product description posted on the Site or an error in your Order.

            
            

         2. Each Order placed for Products from a Supplier through the Site that is accepted results in a separate binding agreement between you and the Supplier for the supply of those Products. For each Order accepted by the Supplier, the Supplier will supply the Products in that Order to you in accordance with these terms and conditions and the terms and conditions of the Supplier.

            
            

         3. If a Supplier rejects an Order placed through the Site, then we will endeavour to notify you of that rejection at the time you place the Order or within a reasonable time after you submit your Order.

      
      

      1. Minimum and maximum amounts in each Order

         
         

         1. Unless otherwise indicated on the Site, Suppliers reserve the right to implement minimum and/or maximum amounts for the purchase of any particular Product or for Orders in total from Suppliers.

            
            

         2. You are not permitted to purchase any items for resale to a third party. If we or a Supplier has a concern with the quantity of item/s you have ordered, then you may be contacted you when you place the Order or within a reasonable time after you submit your Order.

            
            

         3. If you wish to place an Order that differs from normal ordering requirements, then you will need to contact our Customer Service at contact@tomsoft.com.au. If we, or a Supplier, agrees to an Order that differs from our usual requirements, then you agree that the delivery time may be longer than usual delivery times for standard orders.

            
            

         4. If we, or a Supplier, reasonably believe you are placing multiple orders, whether under the same or different registration details, for the purposes of circumventing the order limits, all such Orders may be cancelled by us or a Supplier without notice to you.

      
      

      1. Delivery of Products

         
         

         Delivery of any Order will be subject to the terms and conditions of the relevant Supplier.

         
         

      2. Risk and title

         
         

         Risk in the Products passes to you on the date and time of delivery to the Delivery Address. Title to the Products passes to you on the later of the date and time of:

         1. payment for those Products; and

         2. delivery of those Products to the Delivery Address..

      3. Cancelling an Order

      
      

      Cancellation of any Order will be subject to the relevant Suppliers terms and conditions.

      
      

      2.9 Fees and charges

      
      

      We will charge you, and you agree to pay all relevant fees relating to any Order.

      
      

      1. Payment

         
         

         1. You must pay the fees and charges in accordance with Our terms and conditions or the Suppliers terms and conditions for payment.

            
            

         2. You must select a payment method from the available options which include:

            • Direct Debit on agreed terms.

            • Credit Card Payment on agreed terms There are two types of agreed payment terms:

            • Number of Days from Invoice Date (COD is zero days)

            • Number of Days from end of invoice month

              Depending on the Supplier with whom you place your orders all or only some of these payment methods and payment terms will be available.

              
              

         3. Direct Debit allows Tomsoft to deduct money directly from your bank account to pay for products and services from your suppliers subject to you creating a Direct Debit Authority for a specific bank account according to the agreed payment terms.

            This process payment process will be facilitated via a payment gateway and will attract a processing fee for direct debit payments payable to your supplier.

            Your supplier may choose to pass some, all or none of fee onto you..

            
            

         4. Credit Card Payment allows Tomsoft to use an approved credit card to pay for products and services from your suppliers subject to you registering valid credit card information.

            This process will be facilitated via a payment gateway will attract a processing fee for credit card payments.

            Your supplier may choose to pass some, all or none of fee onto you..

            If paying by Credit Card the preferred payment gateway will monitor purchasing activity and identify unusual events and the potential for payment fraud.

            We do not hold any details related to you Credit Card and will not be liable for any issues that arise from the processing of your credit card.

            
            

         5. A digital account wallet will be created for Customers within the payment gateway which will allow them to deposit store and transfer money.

            In the customers case money will be drawn from the credit card and or direct debit account and deposited in the digital wallet for paying suppliers. This pay in process will automatically happen to pay your supplier invoices when required.

            
            

         6. You may request a credit for an invoice.

            If the invoice is not due for payment the payment will not be made until the Supplier either approves or rejects the request.

            The supplier has the ability to enforce a credit policy with you as a customer which can be either:

            • Requests must be made before invoices are due

            • Requests must be made within a specified number of days after delivery The supplier will resolve credit requests using the Tomsoft Website.

              It is the customers responsibility to, via the web site, provide the supplier with sufficient evidence such as photographs or other documentation to enable them to resolve any issue in a timely fashion within the period defined by the credit policy

              The supplier is not obligated to resolve a credit request beyond the credit policy period or after invoice payment.

              If a request for credit is approved after invoice payment then a refund will be made back to the nominated Direct Debit or Credit Card account.

              
              

              2.10.5 You must not pay, or attempt to pay, for Products through any fraudulent or unlawful means.

              
              

      2. Substitution or missing items in delivery

      
      

      All matters relating to the substitution of Products or a failure to supply Products will be subject to the Suppliers terms and conditions.

      
      

      2.12 Returns

      
      

      Returns are subject to the relevant Suppliers terms and conditions.

      
      

3. Supplier Terms

   
   

   These Supplier Terms should be read in conjunction with our General Terms and Conditions and apply when you are supplying product to Customers by using the Tomsoft website.

   
   

   1. Supplier Onboarding - Registration of account for access

      
      

      1. You must complete the supplier registration process through the Site before receiving an Order for Products from Customers through the Site. Any personal information that you give us will be held and used by us in accordance with our privacy policy referred to in clause 1.13 Above.

         
         

         When registering an account, we require that you to provide:

         • your personal details

         • your company ABN

         • your contact details

         • your identification

         • your credit or debit card details

           In addition to the above information and in order to ensure compliance with regulatory requirements we will perform a series of verification activities to

           confirm company identity and track the ultimate beneficiaries of a business or Ultimate Beneficial Ownership (UBO).

           
           

      2. You may not have more than one active account, and your account is non-transferable. You may update, edit or terminate your account at any time through the Site.

         
         

      3. If you choose to use a workplace email address for your account or to access the Site, then you are solely responsible for ensuring that you comply with the rules, policies or protocols that apply to the use of your email address and your workplace facilities.

      When registering an account, you agree to be bound by our Terms and Conditions, including these Supplier Terms.

   2. Listing your products for sale

      
      

      Once you have registered a supplier account, you may list your Products on our Website for sale.

      
      

   3. Receiving your order

      
      

      You may receive orders for Products from Customers through the Site in accordance with these terms and conditions and your terms and conditions of supply.

      
      

   4. Price Commitment

      
      

      Any Order placed through this Site for a Product is an offer by the Customer to purchase the particular Product for the price notified (including the delivery and other charges and taxes) at the time you receive the Order, from the relevant Customer.

      
      

      1. Payment

         1. Customers may request and you as a Supplier may approve a payment method from the available options which include:

            • Direct Debit on agreed terms.

            • Credit Card Payment on agreed terms There are two types of agreed payment terms:

            • Number of Days from Invoice Date (COD is zero days)

            • Number of Days from end of invoice month

              The Supplier will have the ability to determine which payment methods and payment terms will be available for any specific customer.

              
              

         2. Direct Debit Payments

            
            

            Direct Debit allows Tomsoft to deduct money directly from your Customer’s bank account to pay you for products and services that you provide subject to them creating a Direct Debit Authority for a specific bank account according to the agreed payment terms.

            This payment process will be facilitated via a payment gateway and will attract a processing fee for direct debit payments payable to your supplier.

            You may choose to pass some, all or none of this fee onto your customer

            
            

         3. Credit Card Payments

            
            

            Credit Card Payment allows your Customer to use an approved credit card to pay for products and services from your suppliers subject to you registering valid credit card information.

            This payment process will be facilitated via a payment gateway and will attract a processing fee for credit card payments.

            You may choose to pass some, all or none of this fee onto your Customer.

            If paying by Credit Card the preferred payment gateway will monitor purchasing activity and identify unusual events and the potential for payment fraud.

            We do not hold any details related to your Customer’s Credit Card and will not be liable for any issues that arise from the processing of that credit card.

            
            

         4. A digital account wallet will be created for Suppliers within the payment gateway which will allow them to deposit, store and transfer money.

            In the Suppliers case money will be disbursed from the wallet via the Pay Out process to a nominated account periodically.

            The Pay Out process will be scheduled and occur automatically.

            A scheduled Pay Out will only occur if the net funds available (amount in wallet less the value of unresolved credits) in the digital wallet equals or exceeds the Minimum Pay Out amount which is set by the supplier.

            Minimum Pay Out Amounts above $5000 are uncharged.

            Minimum Payout Amounts below $5000 incur a $0.50 fee per pay out.

            If available funds are below the Minimum Payout Amount a manual payout can be requested at a fee of $0.50 per payout.

            
            

         5. Customers may request a credit for an invoice. If the invoice is not due for payment the payment will not be made until the Supplier either approves or rejects the request. As the supplier you have the ability to enforce a credit policy with the customer which can be either:

            • Requests must be made before invoices are due

            • Requests must be made within a specified number of days after delivery You are able to track and resolve credit requests using the Tomsoft Website.

            It is the customers responsibility to, via the web site, provide you sufficient evidence such as photographs or other documentation to enable you to resolve the issue in a timely fashion within the period defined by the credit policy

            You are not obligated to resolve a credit request beyond the credit policy period or after invoice payment.

            If a request for credit is approved after invoice payment then a refund will be made back to the Customer’s nominated Direct Debit or Credit Card account.

            
            

         6. In the event of your customer disputing a transaction is disputed and a Chargeback results the Supplier is fully liable for the dispute, reversal or refund of the Purchase Price and any associated fees or fines.

      
      

      1. Tomsoft Transactional Relationship

         
         

         Tomsoft is not a party to any contractual relationship between you and a Customer or any other third party, even if our Website facilitates an Order for your Products. We will not be responsible for the terms of any transaction between you and any Customer, or for resolving any dispute between you and any Customer.

         
         

      2. Accuracy of Product Information

      
      

      Once you have registered a supplier account, you may list your Products on our Website for sale. It is your responsibility to ensure the accuracy of all information related to your products and services

      
      

4. Definitions

AML & CTF Legislation means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter-Terrorism Financing Rules.

Contact Hours means Customer Service operating hours, Monday to Friday 9.00 am to 5.00 pm Australian Eastern Daylight Time.

Delivery Address means the address specified by you during the customer registration process for the delivery of Products that we will supply to you under these terms and conditions.

Delivery Fee has the meaning given in clause 11.1(b).

GST has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

LoginID means the email address that you provided to us as part of the registration process to use the Site.

Order means any order for a Product or Products submitted using the Site

Product means each good or service that is advertised on the Site.