Terms and Conditions

Retailer

This mobile application requires you to agree to these terms and conditions before you can proceed.

Please read these terms and conditions carefully before accessing or using our Services.

1. CONTRACTUAL RELATIONSHIP

Our Terms

1.1. These terms and conditions (Terms) govern your access to and use of this mobile application,

the website, reusable containers (Containers) and services (collectively, Services) made

available to you by Devolver Pty Ltd ACN 653 362 853 (us/we). By accessing and using our

Services, you accept and agree to be bound by these Terms, establishing a contractual

relationship between you and us.

1.2. These Terms may be updated from time to time. The newest version will always be accessible

on our website and application. We will provide you with at least 30 days’ written notice in the

event of a material change to our Terms. Your continued access or use of our Services after

the update’s posting constitutes your consent to be bound by these Terms as amended.

1.3. These Terms expressly supersede prior agreements or arrangements with you. If you do not

agree to these Terms, you may not access or use our Services.

1.4. Our Services may be subject to additional terms and conditions. If these Terms conflict with

any additional terms, those additional terms shall prevail.

Termination

1.5. We may restrict you from accessing or using our Services, or any part of them, immediately,

without notice, in the following cases:

(a) We find or reasonably suspect that you have or are likely to breach these Terms.

(b) We find or reasonably suspect that you do not or are likely not to qualify, under applicable

law or our internal standards and policies, to access and use our Services.

1.6. We may terminate these Terms and any Service provided to you, or generally cease to offer or

deny you access to the Services or any portion thereof:

(a) Immediately, where we reasonably suspect that you have, or are likely to, materially breach

these Terms and/or you do not or are likely not to qualify under applicable law to access

and use the Services.

(b) Upon 30 days’ written notice to you, where we, acting reasonably, terminate these Terms

or any Services for any legitimate business, legal, or regulatory reason.

law or our internal standards and policies, to access and use our Services.

1.7. You may terminate these Terms or stop using our Services at any time for any reason.

1.8. Upon and after the termination of these Terms by you or us, you must:

(a) Return all reusable containers associated with your user account within 30 days.

(b) Pay all outstanding invoices.

2. SERVICES

Our Services

2.1. Our Services constitute a technology platform that enables you, a user of our mobile application

to access and use our Containers.

2.2. We accept liability for our Services which we provide to you subject to these Terms. However,

we do not endorse and shall in no event be liable to you or any third party for any products,

services, or conduct as provided or carried out by or on behalf of you, or any third party to you,

in connection with our Services.

2.3. You and other third parties are solely responsible for your products and services provided in

connection with our Services.

Ownership and Rights

2.4. Our Services are our property.

(a) Our website and applications are our intellectual property. All material that appears on our

website and applications including text, graphics, logos, design layout, video and audio

clips, event designs, materials, promotions, advertising, content, and procedures are

owned or controlled by us.

(b) Our Containers are our property. Title to our Containers shall at all times remain with us.

2.5. Nothing in these Terms grants you any right or title whatsoever in or to our Services, except for

the limited rights granted below.

2.6. Subject to your compliance with these Terms, we grant you the limited, non-exclusive, non-

sublicensable, revocable, non-transferable right to access and use our Services, the Containers

and content made available to you through our Services, for your non-commercial use.

2.7. Any rights not expressly granted herein are reserved by us and our licensors.

3. YOUR USE

Your Account

3.1. To access and use our Services, you must register and maintain a user account and:

(a) If you are an individual:

i. provide us with your contact details (phone number, postal address, and email

address), payment method, and any other document we reasonably request; and

ii. be at least 18 years of age.

(b) If you are a company:

i. provide us with a valid ABN or ACN, payment method, and any other document we

reasonably request; and

ii. be solvent.

3.2. By registering a user account, you represent, warrant, and agree that:

(a) You are able to and will abide by these Terms and the laws of the jurisdiction from which

you access and use the Services.

(b) The information you have provided to us in connection with your account registration is

true, accurate, and complete at the time of its provision and you will maintain accurate,

complete, and up-to-date information in relation to your account.

the security and secrecy of your account username and password.

Privacy

3.3. By creating an account, you agree that we may send you correspondence about our Services.

You may opt out of receiving commercial correspondence from us at any time by contacting us

at admin@devolver.com.au. You acknowledge that opting out of commercial correspondence

might impact your use of the Services. You cannot unsubscribe from transactional messages,

such as receipts and support replies. These communications are important for your user

experience.

3.4. We collect and use your personal information in connection with our Services in accordance

with our Privacy Policy which can be found on our website and is directly linked here:

devolver.com.au/privacy.

3.5. We may monitor your use of our Services, including by identifying the location of our

Containers. Information we gather will be stored and used in accordance with our Privacy

Policy. By engaging our Services, you acknowledge and consent to our monitoring of your use

of our Services as set out in our Privacy Policy.

4. FEES

Payments

4.1. You must pay to us, as applicable, in respect of each Container:

(a) the Usage Fee;

(b) the Replacement Fee; and

4.2. Our current Schedule of Fees is available on our website at devolver.com.au/retailer-fees and

at “Retailer Fees” within this application.

4.3. We may reduce our fees without notice or increase them with 30 days’ notice to you. These

changes will take effect at the time of your next use of our Services.

4.4. Unless otherwise indicated, our fees are exclusive of GST.

Invoice

4.5. We will issue you a tax invoice for our fees monthly in arrears.

4.6. You must pay us our invoices within 7 days and/or otherwise in accordance with the terms of

the invoice.

4.7. If an invoiced amount is not paid by you in accordance with clause 4.6, we may charge you

interest on overdue amounts at the greater rate of 2.5% per month or the maximum permitted

by law, plus all costs, fees, and charges (including collection agency commissions and all legal

costs on a solicitor/client basis) incurred by us in recovering any monies due to us by you

pursuant to these Terms.

4.8. If you dispute an invoice, you must notify us of the dispute within 7 days of the invoice and

detail the fees and charges and grounds of your dispute. We will investigate the dispute and

determine an outcome at our sole discretion. If you dispute our decision, the dispute resolution

clause applies. This provision does not limit your rights in relation to the statutory guarantees

provided under the Australian Consumer Law.

5. CONDITIONS OF USE

General

5.1. As a partnered retailer, you agree to:

(a) Use our Services carefully and responsibly so as to prevent loss, damage, tampering, or

destruction to our Services in accordance with our instructions and for their intended or

authorised purposes only.

(b) Ensure that your use of our Services complies with all applicable laws and does not

constitute a use that contravenes any laws.

5.2. You agree not to:

(a) Attempt to gain unauthorised access to or impair any aspect of our Services.

(b) Alter, deface, destroy, or remove any part of our Services, including any QR Code or other

mark of identification affixed to the Containers by us.

perform, transmit, stream, broadcast or otherwise exploit our Services except as expressly

permitted by us.

(d) Remove any copyright, trade mark, or other proprietary notice from our Applications.

(e) Mirror or frame any portion of our applications.

(f) Decompile, reverse engineer, or disassemble our applications.

(g) Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying,

or otherwise data mining any portion of our applications or unduly burdening or hindering

the operation and/or functionality of any aspect of our Applications.

Your Content

5.3. We may permit you to submit, upload, publish, or otherwise make available through and/or to

our Services textual, visual, or other content and information (Your Content).

5.4. Your Content is your property. By providing us Your Content, you grant us a worldwide

perpetual, irrevocable, transferable licence for no fee, with the right to sublicense, use, copy,

modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise

exploit in any manner Your Content in any form and via any channel without further notice to or

consent from you, and without the requirement of payment to you or any other person or entity.

5.5. You agree not to use our Services to transmit, disseminate, or upload material that:

(a) Is unlawful, harassing, defamatory, tortious, abusive, threatening, obscene, pornographic,

or otherwise objectionable, including content that contains bigotry, racism, hatred, or

promotes illegal activities or incites harm against anyone.

(b) Infringes or violates any third party’s copyright, trademark, trade secret, privacy, or other

proprietary right.

(d) Is a virus or otherwise harmful, disruptive, or destructive.

5.6. We may, in our sole and absolute discretion, remove any user or material, including due to a

violation of these Terms.

6. CONTAINERS

6.1. You shall take and retain possession and control of the Containers on and from the Delivery

Date until you provide them to an authorised consumer or return them to us in accordance with

these Terms.

6.2. Upon termination of these Terms by you or us, you must return the Containers shown to be in

your possession to us:

(a) in the manner and to the location as agreed between us;

(b) within 30 days; and

6.3. You are solely responsible for Containers in your possession and control and until you provide

them to an authorised consumer or return them to us in accordance with these Terms. We are

not liable for any loss, damage, or injury to any person caused by the Containers while they are

in your custody or control.

6.4. If a Container is lost or damaged you must, within 24 hours of the loss or damage occurring,

report the loss or damage to us through the “Report Damage/Loss” function within this

application.

6.5. For each Container that is not returned to us by you, or is returned but not in Good Condition,

you will be charged the Replacement Fee.

6.6. You are liable for maintaining the cleaning and sterility of all Containers.

7. DISCLAIMER

7.1. Except as required under the consumer guarantees, our Services are provided “as is” and “as

available”. We disclaim all representations and warranties, express, implied, or statutory, not

expressly set out in these Terms (including any additional terms, where applicable), including

any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

7.2. We make no representation, warranty, or guarantee regarding the reliability, timeliness, quality,

suitability, or availability of our Services or any services or goods requested by you using our

Services, or that our Services will be uninterrupted or error-free. We do not guarantee the

quality, suitability, safety, or ability of third-party providers.

7.3. Our Containers are made of stainless steel and therefore:

(a) not microwavable or oven-safe;

(b) may be hot to touch, and you should take appropriate care and caution when handling; and

7.4. You agree that the entire risk arising out of your use of our Services, and any services or goods

requested by you using our Services, remains solely with you, to the maximum extent permitted

under applicable law, including the Australian Consumer Law.

Availability

7.5. The availability of our services may be dependent on the third party from which you received

our Services’ license. For example, the Apple iPhone or Android app stores (App Store). These

Terms are between you and us and not with the App Store.

7.6. However, if you downloaded our Services from an App Store, the entities which own those App

Stores are third-party beneficiaries of these Terms. Upon your acceptance of these Terms,

those entities shall have the right (and will be deemed to have accepted the right) to enforce

these Terms against you as a third-party beneficiary thereof. These Terms incorporate by

reference Apple’s Licensed Application End User License Agreement, for purposes of which,

you are “the end-user”. In the event of a conflict in these Terms and any third-party terms, these

Terms will control.

7.7. Our Services may only be available in designated areas and in connection with the services of

certain third parties. We do not guarantee that you will be able to use our Services at any

particular location, with any particular third party, or at or for any particular time or period of time.

8. LIABILITY

Limitation

8.1. Our liability to you for a breach of any condition, warranty, or term of these Terms that is not a

breach of a consumer guarantee excludes:

(a) Indirect, incidental, special, exemplary, punitive, or consequential damages, including lost

profits, lost data, death, personal injury or property damage related to, in connection with,

or otherwise resulting from any use of our Services, even if we have been advised of the

possibility of such damages.

(b) Any damages, liability or losses arising out of: (i) your use of or reliance on our Services or

your inability to access or use our Services, or (ii) any transaction or relationship between

you and any third party, even if we have been advised of the possibility of such damages.

including due to a pandemic.

8.2. Our liability for failing to comply with a consumer guarantee is limited to a supply of the relevant

service/s again or payment of the cost of resupplying the services.

8.3. In no event shall we be liable to you in connection with our Services for all damages, losses,

and causes of action (whether in contract, tort – including negligence, equity, by operation of

the law, or otherwise) exceed one thousand dollars ($1,000).

Indemnity

8.4. You agree to defend, indemnify, and hold us, our officers, directors, employees, and agents,

harmless from and against all liabilities, damages, claims, fines, and expenses, including

reasonable legal fees) arising out of or in connection with the following:

(a) Your use of our Services.

(b) Third party goods and services obtained through your use of our Services.

(d) Your violation of the rights of any third party.

(Losses)

Your liability under this clause shall be reduced proportionately if, and to the extent that, we

directly caused or contributed to any such Losses.

8.5. You agree that any claim or cause of action arising out of or related to the use of our Services

or these Terms must be filed within 1 year of such claim or cause of action arising.

9. DISPUTE RESOLUTION

There are several avenues available to resolve any dispute or controversy arising out of or in

connection with our Terms (Dispute). You may have the right to make a complaint to fair trading

or other bodies in relation to applicable consumer laws, including the non-excludable portions

of the Australian Consumer Law.

9.1. In the event of a Dispute, you agree to the following:

(a) First, to notify us of the nature of and grounds for the Dispute in writing. Then, to negotiate

in good faith in an effort to resolve the dispute.

(b) If the parties fail to negotiate a resolution within 14 days, to attempt alternate dispute

resolution in the form of mediation.

mediation, then any party may file an action in the courts of New South Wales, Australia or

pursue final and binding arbitration or other alternative dispute resolution as agreed upon

by the parties.

You agree not to file a legal action against us in respect of a dispute unless the process in this

clause has been followed.

9.2. Any proceedings, including documents and briefs submitted by the parties, correspondence

from a mediator, and correspondence, order and awards issued by an arbitrator, shall remain

strictly confidential and shall not be disclosed to any third party without the express written

consent from the other party unless:

(a) the disclosure to the third party is reasonably required in the context of conducting the

mediation or arbitration proceedings; and

(b) the third party agrees unconditionally in writing to be bound by the confidentiality obligation

set out in these Terms.

10. OTHER PROVISIONS

10.1. Governing Law and Jurisdiction: These Terms are governed by the laws in force in New

South Wales. The parties submit to the nonexclusive jurisdiction of the courts of New South

Wales and the Federal Court of Australia and any courts that may hear appeals from those

courts about any proceedings in connection with these Terms.

10.2. Australian Consumer Law: Nothing in these Terms purports to limit liability or alter your rights

as a consumer that cannot be excluded under applicable law, including any of the non-

excludable requirements of the Australian Consumer Law.

10.3. Notice: A request or notice required to be given to a party under these Terms must be in writing.

10.4. Assignment: We may, by giving notice to you, transfer any of its rights and obligations under

these Terms. You may not transfer any of your rights or obligations under these Terms.

10.5. Severability: To the extent of any inconsistency between these Terms and any law, that part

will be severed, and the remaining enforceable terms will remain in full force and effect.

10.6. Contact Us: Please direct all communications, complaints, and support requests here

(www.devolver.com.au/contact) or at admin@devolver.com.au.

11. DEFINITIONS AND INTERPRETATION

In these Terms, unless context otherwise requires:

11.1. The following words and phrases have the described meanings:

Business Day refers to a day other than a Saturday, a Sunday or any other day on which banks

in New South Wales, Australia may, or are required to, remain closed.

Delivery Date refers to the date on which the Containers you request will be delivered to you.

GST has the meaning given to it under A New Tax System (Goods and Services Tax) Act 1999.

Good Condition means clean and fit for use as determined at our sole reasonable discretion.

Replacement Fee refers to the fee payable for each Container that is not returned to us or

returned to us but not in good condition by the Return Date.

Schedule of Fees refers to our fee schedule which at the date of these Terms is available on

our website at www.devolver.com.au/retailer-fees and at “Retailer Fees” within this application.

Usage Fee refers to the fee payable each time a Container under your account is scanned out by you.

11.2. Headings are for convenience only and do not affect the interpretation of these Terms;

11.3. A reference to the singular includes the plural vice versa;

11.4. If a day which any thing is to be done is not a Business Day, then that thing must be done on

or before the next Business Day;

11.5. “Includes” is not a word of limitation;

11.6. Where a word or expression is defined its other grammatical forms have a corresponding meaning;

11.7. No rule of construction applied to the disadvantage of a party because these terms are prepared

by (or on behalf of) that party;

11.8. A reference to a party includes the party’s executors, administrators, successors and permitted assigns;

11.9. If a party consists of more than 1 person, then the agreement binds each of them separately

and any 2 or more of them jointly; and

11.10. A reference to a statute, regulations, proclamation, ordinance, or by-law includes all statutes,

regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a

reference to a statute includes all regulations, proclamations, ordinances and by-laws under

that statue.