Terms of Service

OVERVIEW

Welcome to Sprocket. The terms “we”, “us” and “our” refer to Sprocket Pty Ltd (“Sprocket”).

Sprocket operates this store and website, including all related information, content, features, tools, products and services, in order to provide you, the customer, with a curated shopping experience (the “Services”). Sprocket is powered by Shopify, which enables us to provide the Services to you.

These Terms of Service, together with any policies referenced in them, describe your rights and responsibilities when you use the Services.

Please read these Terms of Service carefully, as they include important information about your legal rights and cover areas including orders, warranties, limitations of liability and use of the website.

By visiting, interacting with or using our Services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these Terms of Service or Privacy Policy, you should not use or access our Services.

SECTION 1 – ACCESS AND ACCOUNT

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state, province or jurisdiction of residence, or that you have the legal authority to enter into these Terms on behalf of the business or organisation you represent.

To use the Services, including accessing or browsing our online store or purchasing products or services, you may be asked to provide information such as your email address, billing, payment and shipping information.

You represent and warrant that all information you provide is correct, current and complete and that you have the necessary authority to provide that information.

You are responsible for maintaining the security of your account credentials and for activity carried out through your account. You may not transfer, sell, assign or license your account to another person without our permission.

SECTION 2 – OUR PRODUCTS

We make reasonable efforts to provide accurate descriptions and representations of our products.

However, product colours, proportions or appearance may differ slightly from how they appear on your screen due to device settings, photography, rendering or other factors.

Product descriptions, specifications, compatibility information and availability may change from time to time as products are updated or improved.

We reserve the right to discontinue products or limit the quantity of products offered to any person, organisation, geographic region or jurisdiction.

Customers are responsible for reviewing product specifications and compatibility information to determine whether a product is suitable for their intended application.

SECTION 3 – ORDERS

When you place an order, you are making an offer to purchase.

Sprocket reserves the right to accept or decline an order where reasonably necessary, including in cases involving product availability, payment issues, suspected fraud, pricing errors or other circumstances affecting our ability to fulfil the order.

An order is not accepted until we confirm acceptance and payment has been successfully processed.

Please review your order carefully before submitting it, as we may not be able to accommodate cancellation or amendment requests once fulfilment has commenced.

If we decline, modify or cancel an order, we will attempt to notify you using the email address, billing information or telephone number provided with the order.

Purchases are subject to our Return & Refund Policy.

Products may be purchased for personal, business or organisational use.

Resale of Sprocket products is permitted only where authorised by Sprocket or where otherwise permitted by applicable law.

SECTION 4 – PRICES AND BILLING

Prices, discounts and promotions may change without notice.

The price charged will be the price shown at the time your order is placed and will be reflected in your order confirmation.

Unless otherwise expressly stated, prices may not include applicable taxes, shipping charges, customs duties or import charges.

Prices available through this store may differ from prices offered through resellers, marketplaces, distributors or other sales channels.

Promotions may be subject to separate terms and conditions. Where promotional terms conflict with these Terms of Service, the promotional terms will apply to that promotion.

You agree to provide current, complete and accurate purchase, payment and account information and to update information where necessary so that we can complete transactions and contact you when required.

You represent that you are authorised to use any payment method supplied in connection with an order.

SECTION 5 – SHIPPING AND DELIVERY

Orders are shipped in accordance with our Shipping Policy.

Delivery times are estimates only and may be affected by carriers, customs processing, weather, peak periods or other circumstances outside our control.

If your order is lost or damaged in transit, please contact us and we will work with you and the relevant carrier to investigate and resolve the issue.

Customers are responsible for providing complete and accurate delivery information.

SECTION 6 – INTELLECTUAL PROPERTY

Our Services, including trademarks, branding, product names, text, images, graphics, video, audio, product designs and the arrangement of website content, are owned by Sprocket, its affiliates or licensors and may be protected by copyright, trademark, patent and other intellectual property laws.

You may use the Services for lawful personal, organisational or internal business purposes.

You must not reproduce, distribute, modify, republish, commercially exploit or create derivative works from material contained in the Services without our prior written consent, except where permitted by law.

Nothing in these Terms grants you ownership of or a licence to Sprocket trademarks, product designs, copyrighted materials or other intellectual property except as expressly stated.

Sprocket’s names, logos, product names, designs and branding are trademarks or intellectual property of Sprocket or its licensors and may not be used without permission.

Shopify’s name, logo, product and service names, designs and slogans are trademarks of Shopify.

SECTION 7 – OPTIONAL TOOLS

We may provide access to tools, services or functionality supplied by third parties.

We do not necessarily monitor or control those third-party tools.

Access to such tools is provided “as is” and “as available” and your use of them may also be subject to the terms and policies of the relevant provider.

We may introduce additional features, tools or resources in the future, and those features will also form part of the Services and be subject to these Terms.

SECTION 8 – THIRD-PARTY LINKS

The Services may contain links to websites or services operated by third parties.

We are not responsible for examining or evaluating the accuracy, content, privacy practices, products or services of third-party websites.

If you choose to access a third-party website or service, you do so subject to that provider’s own terms and policies.

Questions or claims concerning third-party products or services should generally be directed to the relevant third party.

SECTION 9 – RELATIONSHIP WITH SHOPIFY

Sprocket is powered by Shopify, which enables us to provide the Services to you.

However, any sales and purchases you make in our Store are made directly with Sprocket.

By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of any sales between you and Sprocket, including any injury, damage or loss resulting from purchased products and services.

You hereby expressly release Shopify and its affiliates from claims, damages and liabilities arising from or related to your purchases and transactions with Sprocket.

SECTION 10 – PRIVACY POLICY

Personal information collected through the Services is handled in accordance with our Privacy Policy.

Certain personal information may also be processed by Shopify in accordance with Shopify’s own privacy policies.

Because the Services are hosted by Shopify, information you submit may be transmitted to and processed by Shopify and other service providers, including providers located in countries other than the country in which you reside.

Please refer to our Privacy Policy for further information.

SECTION 11 – FEEDBACK

If you submit ideas, suggestions, feedback, reviews, proposals or other content to Sprocket (“Feedback”), you grant us a worldwide, royalty-free licence to use that Feedback for purposes including operating, improving and promoting our products and Services.

You represent that you have the right to provide any Feedback submitted and that it does not infringe the rights of another party.

We are not obligated to treat Feedback as confidential, compensate you for Feedback or respond to Feedback unless otherwise agreed in writing.

We may remove content that we reasonably consider unlawful, defamatory, abusive, misleading, infringing or otherwise inappropriate.

SECTION 12 – ERRORS, INACCURACIES AND OMISSIONS

Information on the Services may occasionally contain typographical errors, inaccuracies or omissions relating to matters such as product descriptions, pricing, availability, shipping charges or delivery estimates.

We reserve the right to correct errors and update information.

Where an error materially affects an order already submitted, we will contact you where reasonably practicable before proceeding or will provide an appropriate refund if we cannot fulfil the order as agreed.

SECTION 13 – PROHIBITED USES

You may use the Services only for lawful purposes.

You must not use the Services to:

• violate applicable laws or regulations
• infringe intellectual property or privacy rights
• transmit malicious software or harmful code
• submit fraudulent, misleading or deceptive information
• harass, threaten, defame or harm another person
• impersonate another person or entity
• collect personal information about others without authority
• interfere with the security or operation of the Services
• circumvent security, access controls or other technical restrictions
• scrape, extract or systematically collect website content or data except where permitted by law or by Section 14

We may suspend or terminate access where we reasonably believe these Terms have been violated.

SECTION 14 – AGENTS

This section applies if software or a service acting autonomously or semi-autonomously on behalf of a person or organisation (“Agent”) accesses or interacts with the Services.

An Agent must not conceal that it is acting as software or attempt to impersonate a human user.

Where technically applicable, an Agent must identify itself in a manner reasonably sufficient to indicate that the interaction is automated.

Agents must not circumvent CAPTCHAs, access restrictions, security systems, rate limits or other measures intended to control automated access.

We may limit or restrict whether and how Agents access or interact with the Services.

SECTION 15 – TERMINATION

We may suspend or terminate access to the Services where reasonably necessary, including where these Terms have been materially breached.

You remain responsible for amounts properly due in relation to transactions completed before termination.

Provisions which by their nature should continue after termination will remain in effect, including provisions concerning intellectual property, liability, indemnification, governing law and privacy.

SECTION 16 – WARRANTIES

Sprocket products are supplied subject to our Limited Warranty and any rights or remedies that cannot lawfully be excluded.

Except as expressly stated in our Limited Warranty or required by applicable law, the Services are provided on an “as is” and “as available” basis.

We do not guarantee that use of the website will always be uninterrupted, error-free or available.

Nothing in these Terms excludes, restricts or modifies any warranty, guarantee, condition or remedy that cannot lawfully be excluded or restricted.

SECTION 17 – LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Sprocket, its directors, officers, employees, affiliates, agents, contractors, service providers and licensors will not be liable for indirect, incidental, special, punitive or consequential loss arising from use of the Services or products purchased through them, including lost profits, lost revenue, loss of data or similar losses.

Nothing in these Terms excludes or limits liability where such liability cannot lawfully be excluded or limited.

Where liability may lawfully be limited, Sprocket’s liability will be limited to the extent permitted by applicable law.

SECTION 18 – INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify and hold harmless Sprocket, Shopify and their respective affiliates, directors, officers, employees, agents, contractors and service providers from third-party claims, losses or liabilities arising from:

• your material breach of these Terms
• your violation of applicable law
• your infringement of the rights of another party
• unlawful misuse of the Services

We will provide reasonable notice of any claim for which indemnification is sought.

SECTION 19 – SEVERABILITY

If any provision of these Terms is determined to be unlawful, void or unenforceable, that provision will be enforced to the maximum extent permitted by law or severed where necessary.

The remaining provisions will continue in full force and effect.

SECTION 20 – WAIVER; ENTIRE AGREEMENT

Failure by Sprocket to exercise or enforce a right under these Terms does not constitute a waiver of that right.

These Terms, together with policies and operating rules referenced on the Services, constitute the agreement governing your use of the Services, except where separate written commercial terms have been agreed between Sprocket and a customer or partner.

Where separate written commercial terms apply to a transaction and conflict with these Terms, the separately agreed terms will prevail to the extent of the inconsistency.

SECTION 21 – ASSIGNMENT

You may not transfer or assign your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations as part of a sale, restructuring, merger or other legitimate business transaction.

SECTION 22 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide Services will be governed by and construed in accordance with the laws of Victoria, Australia.

Subject to any rights you may have under applicable consumer, commercial or other mandatory laws, you and Sprocket submit to the jurisdiction of the courts of Victoria and the Commonwealth of Australia.

SECTION 23 – HEADINGS

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

SECTION 24 – CHANGES TO TERMS OF SERVICE

You can review the current version of these Terms of Service on this page.

We may update these Terms from time to time to reflect changes to our Services, business practices or legal requirements.

Where required by applicable law, we will provide notice of material changes.

Continued use of the Services after revised Terms take effect constitutes acceptance of those revised Terms.

SECTION 25 – CONTACT INFORMATION

Questions about these Terms of Service should be sent to:

Sprocket Pty Ltd
226 St Kilda Road
St Kilda VIC 3182
Australia

Email: sales@sprocket.com.au
Phone: +61 3 9537 3799