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Terms, Conditions

For our Terms and Conditions of Sale - DMI Specifications and Technical Drawings, please see below.

Terms and Conditions of Sale - DMI Specifications and Technical Drawings
 

BETWEEN:

JDEN Services,  Suite 210, 4/33 Windsor Road, Kellyville, NSW, 2155, Australia (Hereinafter referred to as the "Seller", "We", "Us", "Our")

AND:

The Purchaser (Hereinafter referred to as the "Purchaser", "You", "Your")
 

BACKGROUND:

  1. The Seller is a contracted manufacturer and supplier of DMI Dynamic Movement Intervention "Boxes and Components" (the "Physical Products"). 

  2. The Physical Products are manufactured using 15mm European Birch Plywood, cut using a CNC machine, then assembled, finished to meet the requirements and specifications of DMI Dynamic Movement Intervention.

  3. The Seller also offers for sale "Specifications and Technical Drawings" in either STP, DWG, and DXF formats (the "Digital Products"), which enable the Purchaser to have the components cut and to assemble or build the DMI Boxes and Components themselves. 

  4. These Terms and Conditions of Sale ("Terms") govern all sales of Digital Products by the Seller to the Purchaser. By placing an order with the Seller, the Purchaser agrees to be bound by these Terms.
     

IT IS AGREED AS FOLLOWS:
 

1. DEFINITIONS

In these Terms, unless the context otherwise requires:

  • "ACL" means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended.

  • "Digital Products" means the Specifications and Technical Drawings in either STP, DWG, and DXF formats, and any other digital files or information provided by the Seller for the purpose of enabling the Purchaser to manufacture DMI Boxes and Components.

  • "DMI" means Dynamic Movement Intervention.

  • "Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, drawings, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

  • "Physical Products" means the DMI Boxes and Components manufactured and supplied by the Seller.

  • "Price" means the price payable for the Products as agreed between the Seller and the Purchaser in accordance with Clause 4 of these Terms.

  • "Products" means collectively the Physical Products and/or the Digital Products, as the context requires.
     

2. AGREEMENT TO SUPPLY

2.1. These Terms apply to all supplies of Products by the Seller to the Purchaser. They are the only terms and conditions that apply, and they supersede any other terms or conditions, whether oral or written, unless expressly agreed in writing by the Seller.
2.2. The Seller reserves the right to amend these Terms at any time. Any amendments will be effective immediately upon notification to the Purchaser or publication on the Seller's website. The Terms in force at the time the Purchaser places an order will govern that order.
 

3. ORDERS

3.1. The Purchaser may place an order for Products with the Seller.
3.2. An order is not binding on the Seller until it is accepted by the Seller. Acceptance may be communicated in writing, by email, or by commencement of supply of the Products.
3.3. The Seller reserves the right to accept or reject any order in its absolute discretion.
3.4. The Purchaser warrants that they are a trained and accredited DMI Dynamic Movement Intervention Pediatric Therapist or a Parent purchasing for use in conjunction with DMI therapy. The Seller may require evidence of such status.
 

4. PRICE AND PAYMENT

4.1. The Price for the Products shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order.
4.2. All Prices are exclusive of Goods and Services Tax (GST), delivery charges, and any other taxes or duties, unless otherwise stated. The Purchaser shall pay any GST payable in respect of the Products.
4.3. Payment for the Products must be made in full at the time of placing the order, or as otherwise agreed in writing by the Seller.
4.4. The Seller may suspend or cancel any further supply of Products if the Purchaser fails to make any payment when due.
 

5. DELIVERY OF PHYSICAL PRODUCTS

5.1. Delivery of Physical Products shall be made to the address specified by the Purchaser in the order.
5.2. Any dates quoted for delivery are estimates only. The Seller will use reasonable endeavours to meet delivery estimates but shall not be liable for any delay in delivery.
5.3. Risk in the Physical Products shall pass to the Purchaser upon delivery.
5.4. Title in the Physical Products shall not pass to the Purchaser until the Seller has received payment in full (in cash or cleared funds) for the Physical Products.
 

6. SPECIFICATIONS AND TECHNICAL DRAWINGS (DIGITAL PRODUCTS)

6.1. Grant of Licence: Upon purchase of Digital Products, the Seller grants the Purchaser a limited, non-exclusive, non-transferable, revocable licence to use the Digital Products strictly in accordance with these Terms.
6.2. Permitted Use: The Digital Products are provided to the Purchaser solely for the purpose of manufacturing DMI Boxes and Components for the Purchaser's own personal use in their private residence, clinic, or therapy centre.
6.3. Restrictions on Use: The Purchaser expressly agrees and covenants that they shall NOT: a) Share, distribute, disseminate, gift, lend, lease, sub-license, or otherwise make available the Digital Products (or any part thereof, including but not limited to the STP, DWG, and DXF files, specifications, or technical drawings) to any third party, whether for payment or otherwise.
b) Resell, or offer for resale, the Digital Products or any derivative thereof.
c) Use the Digital Products to manufacture DMI Boxes and Components (or any similar products) for the purpose of sale, resale, commercial distribution, or gifting to any third party.
d) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Digital Products, except as strictly necessary for the Permitted Use.
e) Remove, alter, or obscure any proprietary notices or labels on or in the Digital Products.
6.4. Acknowledgement and Acceptance: The Purchaser acknowledges that the Digital Products contain valuable proprietary information and Intellectual Property Rights belonging to the Seller and/or its licensors (including DMI Dynamic Movement Intervention). The Purchaser agrees that access to and purchase of the Digital Products is conditional upon the Purchaser's full and unconditional acceptance of the restrictions set out in this Clause 6. The act of completing the purchase of the Digital Products shall constitute the Purchaser's binding acceptance of these restrictions.
6.5. Breach of Restrictions: Any breach of the restrictions in this Clause 6 shall constitute a material breach of these Terms and may result in immediate termination of the licence granted herein, and the Seller reserves the right to pursue all available legal remedies, including but not limited to injunctive relief and damages.
 

7. INTELLECTUAL PROPERTY

7.1. The Purchaser acknowledges that all Intellectual Property Rights in the Products (both Physical Products and Digital Products), including but not limited to the designs, specifications, drawings, and manufacturing processes, are and shall remain the sole property of the Seller and/or its licensors (including DMI Dynamic Movement Intervention).
7.2. Nothing in these Terms grants the Purchaser any Intellectual Property Rights in the Products, other than the limited licence to use the Digital Products as specified in Clause 6.
7.3. The Purchaser must not use any of the Seller's trademarks or trade names without the prior written consent of the Seller.
 

8. WARRANTIES AND ACKNOWLEDGEMENTS (PHYSICAL PRODUCTS)

8.1. The Seller warrants that the Physical Products will be manufactured:
a) Using 15mm European Birch Plywood.
b) With components cut using a CNC machine.
c) To meet the requirements and specifications of DMI Dynamic Movement Intervention, as understood and implemented by the Seller.
8.2. To the extent permitted by law, including the ACL, all other warranties, conditions, or terms, whether express or implied, statutory or otherwise, are excluded.
8.3. Where the ACL implies conditions or warranties into these Terms which cannot be excluded, the liability of the Seller for any breach of such conditions or warranties will be limited, at the Seller's option, to:
a) In the case of goods:
i. The replacement of the goods or the supply of equivalent goods;
ii. The repair of the goods;
iii. The payment of the cost of replacing the goods or of acquiring equivalent goods; or
iv. The payment of the cost of having the goods repaired.
b) In the case of services:
i. The supplying of the services again; or
ii. The payment of the cost of having the services supplied again.
 

9. LIMITATION OF LIABILITY AND INDEMNITY

9.1. For Physical Products Supplied by Seller: To the maximum extent permitted by law, the Seller's total liability to the Purchaser for any loss or damage arising out of or in connection with the supply of Physical Products, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the Price paid by the Purchaser for the Physical Products.
9.2. For Products Manufactured by Purchaser using Digital Products: The Purchaser acknowledges and agrees that:
a) The Seller provides the Digital Products on an "as is" basis. While the Seller has used reasonable efforts to ensure the accuracy of the Digital Products, the Seller makes no representation or warranty regarding the completeness, accuracy, or suitability of the Digital Products for the Purchaser's specific purposes.
b) The Purchaser is solely responsible for the manufacturing process, assembly, materials selection (other than relying on the specification of 15mm European Birch Plywood if sourced independently), quality control, and safety of any DMI Boxes and Components produced by the Purchaser using the Digital Products ("Purchaser-Manufactured Products").
c) JDEN Services accepts no liability whatsoever for any damages, risk, harm, injury (including personal injury or death), loss (whether direct, indirect, consequential, or otherwise), or any other claim arising from or in connection with the design, manufacture, assembly, use, or misuse of Purchaser-Manufactured Products.
9.3. Indemnity: The Purchaser indemnifies and holds harmless the Seller, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) Any breach of these Terms by the Purchaser, including but not limited to a breach of the restrictions on use of Digital Products under Clause 6.
b) The design, manufacture, assembly, use, or misuse of Purchaser-Manufactured Products.
c) Any negligent act or omission by the Purchaser.
9.4. The Seller shall not be liable for any indirect, special, or consequential loss or damage, loss of profit, loss of business, loss of goodwill, or loss of data arising out of or in connection with these Terms or the supply of Products.
 

10. TERMINATION

10.1. The Seller may terminate these Terms or suspend performance of its obligations if the Purchaser: a) Breaches any material term of these Terms and fails to remedy the breach within seven (7) days of written notice from the Seller; or b) Becomes insolvent, enters into administration, liquidation, or any similar arrangement with creditors.
10.2. Termination of these Terms shall not affect any rights or obligations that have accrued prior to termination. Clauses 6, 7, 9, 11, and 12 shall survive termination.
 

11. GOVERNING LAW AND JURISDICTION

11.1. These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia.
11.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and any courts competent to hear appeals from those courts.
 

12. GENERAL PROVISIONS

12.1. Entire Agreement: These Terms constitute the entire agreement between the Seller and the Purchaser with respect to the subject matter hereof and supersede all prior communications, negotiations, arrangements, and agreements, whether oral or written.
12.2. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
12.3. Waiver: A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.
12.4. Notices: Any notice required or permitted to be given under these Terms shall be in writing and delivered personally, sent by pre-paid post, or by email to the addresses of the parties set out at the beginning of these Terms or such other address as may be notified by one party to the other.
12.5. Force Majeure: The Seller shall not be liable for any failure to perform or delay in performance of its obligations under these Terms if such failure or delay is due to a Force Majeure Event (an event beyond its reasonable control).
 

13. ACCEPTANCE OF TERMS

By placing an order for Physical Products and/or Digital Products from JDEN Services, the Purchaser acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions of Sale in their entirety. Particular attention is drawn to Clause 6 (Specifications and Technical Drawings) and Clause 9 (Limitation of Liability and Indemnity).

Purchaser Acknowledgement for Digital Products:

By proceeding with the purchase of Specifications and Technical Drawings (Digital Products), I, the Purchaser, hereby confirm that:

  1. I have read, understood, and expressly agree to all terms and conditions outlined in this "Terms and Conditions of Sale" document, particularly the restrictions on use detailed in Clause 6.

  2. I understand that the Digital Products are licensed to me for my personal use only, for the production of DMI boxes for my own use in my clinic or therapy centre.

  3. I agree not to share, resell, or distribute the Digital Products or use them to manufacture items for resale or gifting.

  4. I accept the limitations of liability as set out in Clause 9.
     

I AGREE TO THESE TERMS AND CONDITIONS 

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