Terms of Service

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UNIVERSAL TERMS OF SERVICE AGREEMENT

PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Cramer & Neill (for any payment services or hardware services) and you, and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Services Agreements and additional policies apply to certain Services and are in addition to (not in lieu of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control.

The terms “we”, “us” or “our” shall refer to Cramer & Neill. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. MODIFICATION OF AGREEMENT, SITE OR SERVICES

Cramer & Neill may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use the Services. In addition, Cramer & Neill may occasionally notify you of changes or modifications to this Agreement by email.  Cramer & Neill assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Cramer & Neill may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You. Cramer & Neill RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

3. ELIGIBILITY; AUTHORITY

This Site and the Services are available only to individuals or entities who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of Australia or other applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Cramer & Neill finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Cramer & Neill shall not be liable for any loss or damage resulting from Cramer & Neill’s reliance on any instruction, notice, document or communication reasonably believed by Cramer & Neill to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Cramer & Neill reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

4. YOUR ACCOUNT

In order to access some of the Services, you will have to create an Account. You represent and warrant to Cramer & Neill that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Cramer & Neill has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Cramer & Neill reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and shopper PIN. For security purposes, Cramer & Neill recommends that you change your password and shopper PIN at least once every six (6) months for each Account. You must notify Cramer & Neill immediately of any breach of security or unauthorized use of your Account. Cramer & Neill will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Cramer & Neill or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

5. GENERAL RULES OF CONDUCT

You acknowledge and agree that:

i. Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.

ii. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

iii. You will not use this Site or the Services in a manner (as determined by Cramer & Neill in its sole and absolute discretion) that:

o Is illegal, or promotes or encourages illegal activity;

o Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);

o Promotes, encourages or engages in terrorism, violence against people, animals, or property;

o Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

o Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;

o Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;

o Infringes on the intellectual property rights of another User or any other person or entity;

o Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;

o Interferes with the operation of this Site or the Services found at this Site;

o Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or

o Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Cramer & Neill or Cramer & Neill’s Services.

o You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;

iv. You will not copy or distribute in any medium any part of this Site or the Services , except where expressly authorized by Cramer & Neill.

v. You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.

vi. You will not access Cramer & Neill Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Cramer & Neill may designate.

vii. You agree to back-up all of your User Content so that you can access and use it when needed. Cramer & Neill does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.

viii. You will not re-sell or provide the Services for a commercial purpose, including any of Cramer & Neill's related technologies, without Cramer & Neill's express prior written consent.

ix. You will not circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Cramer & Neill Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Cramer & Neill Content or the User Content therein.

x. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.

xi. You are aware that Cramer & Neill may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Cramer & Neill asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Cramer & Neill is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of Cramer & Neill that may be initiated by an automatic telephone dialling system and/or use an artificial or pre-recorded voice. You understand that providing consent is not a condition of purchasing any good or service from Cramer & Neill. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of Cramer & Neill that may be sent by an automatic telephone dialling system. You understand that providing consent is not a condition of purchasing any good or service from Cramer & Neill. Message and data rates may apply.

xii. Without limiting any of the rights set forth elsewhere in this Agreement, Cramer & Neill expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Cramer & Neill policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Cramer & Neill in its sole and absolute discretion).

xiii. If your purchase or account activity shows signs of fraud, abuse or suspicious activity, Cramer & Neill may cancel any service associated with your name, email address or account and close any associated Cramer & Neill accounts. If Cramer & Neill, in its sole discretion, determines that any conducted activity is fraudulent, Cramer & Neill reserves the right to take any necessary legal action and you may be liable for monetary losses to Cramer & Neill including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact Cramer & Neill.

6. PROTECTION OF YOUR DATA

Cramer & Neill offers certain hosted Services available to you that may involve the processing of personal data about you, your customers and/or web users(“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of this Section, excludes any User Content. Cramer & Neill’s Controller to Processor Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the processing of Your Data, including transfers of Your Data from the European Economic Area to a third country, meets with compliance under applicable data privacy laws.

For the purposes of the Controller to Processor DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the Terms of Service governing Covered Services at the time of purchase of any Covered Services will also be treated as your acknowledgement and acceptance of the Controller to Processor DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign and return a physical copy of the Controller to Processor DPA, please send an email request to info@c-n.com.au.

Covered Services, as defined in this Section and in the Controller to Processor DPA, include hosted services that are subject to the terms and conditions of the following Agreements: (1) Email Marketing Services, (2) Website Services, (3) Hosting, (4) Online Bookkeeping, (5) Online Store/Quick Shopping Cart, (6) Smartline, and (7) Workspace Service. Covered Services excludes Services provided by Cramer & Neill Payments, LLC (for any payment services) 

7. USER CONTENT

Some of the features of this Site or the Services, including those Services that are hosted with Cramer & Neill, may allow Users to view, post, publish, share, store,  (a) ideas, opinions, recommendations, product reviews or recommendations, or photos to be incorporated into a social media event or activity (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). All content submitted through your Account is considered User Content. By posting or publishing User Content to this Site or to or via the Services, you represent and warrant to Cramer & Neill that (i) you have all necessary rights to distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.

User Submissions. You acknowledge and agree that your User Submissions are entirely voluntary, do not establish a confidential relationship or obligate Cramer & Neill to treat your User Submissions as confidential or secret, that Cramer & Neill has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions, and that Cramer & Neill may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.

Cramer & Neill shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

User Content Other Than User Submissions. By posting or publishing User Content to this Site or through the Services, you authorize Cramer & Neill to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. You hereby grant Cramer & Neill a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and Cramer & Neill’s (and Cramer & Neill’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Cramer & Neill may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Cramer & Neill shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Cramer & Neill’s (or Cramer & Neill’s affiliates’) business(es). If you have a website or other content hosted by Cramer & Neill, you shall retain all of your ownership or licensed rights in User Content.

8. AVAILABILITY OF WEBSITE/SERVICES

Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

9. PRODUCT CREDITS

In the event you are provided with a product credit (“Credit”), whether for redemption of the purchase of a specific product or for free with the purchase of another product (“Purchased Product”), you acknowledge and agree that such Credit is only valid for one (1) year and is only available with a valid purchase and may be terminated in the event the product purchased is deleted, cancelled, transferred or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Product if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial subscription period, the product will automatically renew at the then-current renewal price until cancelled. If you wish to cancel the automatic renewal of the product, you may do so by visiting your Account or by contacting customer service.  For Credits issued for free with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, in our sole discretion.

10. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY

Cramer & Neill generally does not pre-screen User Content (whether posted to a website hosted by Cramer & Neill or posted to this Site). However, Cramer & Neill reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Cramer & Neill may remove any item of User Content (whether posted to a website hosted by Cramer & Neill or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Cramer & Neill in its sole and absolute discretion), at any time and without prior notice. Cramer & Neill may also terminate a User’s access to this Site or the Services found at this Site if Cramer & Neill has reason to believe the User is a repeat offender. If Cramer & Neill terminates your access to this Site or the Services found at this Site, Cramer & Neill may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

11. DISCONTINUED SERVICES; END OF LIFE POLICY

Cramer & Neill reserves the right to cease offering or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services at any time, for any or no reason, and without prior notice. Although Cramer & Neill makes great effort to maximize the lifespan of all its Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service that we offer will be discontinued or reach its End-of-Life ("EOL"). If that is the case, those Services, or the specific feature, functionality, or aspect of that Service, will no longer be supported by Cramer & Neill, in any way, effective on the EOL date.

Notice and Migration. In the event that any Service we offer has reached or will reach EOL, we will attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date, or by entirely ceasing reliance on said Service before the EOL date. In either case, Cramer & Neill will either offer a comparable Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store credit, or a prorated refund, to be determined by Cramer & Neill in its sole and absolute discretion. Cramer & Neill may, with or without notice to you, migrate you to the most up-to-date version of the Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration. In the event that a feature, functionality, or aspect of any Service we offer has reached or will reach EOL, then we will attempt to notify you thirty or more days in advance of the EOL date. However, if the Service maintains a least reasonably equivalent functionality without such feature, functionality, or aspect, as determined by Cramer & Neill in its sole and absolute discretion, Cramer & Neill will not be required to offer a comparable feature or functionality for the Service or a refund.

No Liability. Cramer & Neill will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services we may offer, provide or facilitate access to.

12. FEES AND PAYMENTS

 Payment:

12.1 Where the Estimate of Costs is less than $500.00, the full Estimate of Costs amount is required to be paid by the Client before Cramer & Neill Refrigeration  performs the Services.

12.2 Where the client requires changes to the scope of the Services or Additional Work to be carried out, a further deposit will be payable upon receiving an Estimate of Costs for any revised or Additional Services before Cramer & Neill Refrigeration performs the Additional Services.

13. Payment Terms:

13.1 Cramer & Neill Refrigeration will issue a tax invoice to the Client within 7 days of approval to      Cramer & Neill Refrigeration of the Quoted work for the Client.

13.2 The Client must pay the Fees within 14 days of the date of the tax invoice.

13.3 Cramer & Neill Refrigeration reserves the right to charge interest on any overdue Fees at a rate of 5.0 % every month after the due date.

13.4 Should the Client fail to pay the Fees by the due date and those Fees remain unpaid for a period of 60 days or more from the tax invoice date, Cramer & Neill Refrigeration may appoint a third-party recovery agent to recover the Fees, and Cramer & Neill Refrigeration will seek repayment

by the Client for any additional costs or fees involved in the recovery process, including any legal expenses, if applicable.

13.5 All payments must be made by the Client via bank transfer or on site in accordance with the details included on Cramer & Neill Refrigeration's tax invoice.

14. Price Changes. 

14.1 Cramer & Neill reserves the right to change its prices and fees at any time, and such changes shall be posted online at this Site and effective immediately without need for further notice to you.

15 Payment Types.

 15.1 Except as prohibited in any product-specific agreement, you may pay for Services by using any of the following “Payment Methods”: (i) Valid credit card, (ii) Electronic payment from your personal or business checking account, as appropriate (and as defined below);  Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you have any active Services in your Account. In addition, you agree that the location for the processing of your payments may change for any reason, including the type of Payment Method chosen, the currency selected, or changes or updates made to your Payment Method.

16 Refunds Issued.

 16.1 You agree that where refunds are issued to your Payment Method, Cramer & Neill's issuance of a refund receipt is only confirmation that Cramer & Neill has submitted your refund to the Payment Method charged at the time of the original sale, and that Cramer & Neill has no control over when the refund will be applied towards your Payment Method’s available balance. 

16.2 You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.

16.3 In the event a refund is issued to your Payment Method and the payment provider, payment processor or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then Cramer & Neill, in its sole and absolute discretion, reserves the right to issue the refund either (i) in the form of an in-store credit; (ii) via issuance of a Cramer & Neill check, which will be sent to the mailing address on file for your Account; or (iii) in some jurisdictions, as a bank transfer, when the payment processor cannot refund back to the Payment Method. Cramer & Neill also has the right to offer an in-store credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method.

17 Monthly Billing Date.

17.1 If you are being billed on a monthly basis, your monthly billing date will be based on the date of the month you purchased the Services, unless that date falls after the 20th of the month, in which case your billing date will be the 20th of each month.

If for any reason Cramer & Neill is unable to charge your Payment Method for the full amount owed, or if Cramer & Neill receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Cramer & Neill may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Services registered or renewed on your behalf. Cramer & Neill also reserves the right to charge you reasonable “administrative” fees" for (i) tasks Cramer & Neill may perform outside the normal scope of its Services, (ii) additional time and/or costs Cramer & Neill may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Cramer & Neill in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention in connection with your disputes that require accounting or legal services, whether performed by Cramer & Neill staff or by outside firms retained by Cramer & Neill; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Cramer & Neill as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with Cramer & Neill.

Cramer & Neill may offer product-level pricing in various currencies. The transaction will be processed in the selected currency and the pricing displayed during the checkout process will be the actual amount submitted for payment. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charge, which may be added to the final amount that appears on your bank statement or post as a separate amount. Please check with the issuer of your Payment Method for details. In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax ("VAT"), Goods and Services Tax ("GST"), or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.

(B) REFUND POLICY

Products and Services available for refunds are described as “We will repair or replace first at the discretion of management.”