Terms of service

Soft Summits Terms of Service

Last updated: 24.5.25

We agree to supply the Goods requested by You on the terms and conditions set out below. Capitalised words are defined at clause 22.1 below.

Acceptance & Contracts

You shall be deemed to have accepted these terms and conditions and entered into an agreement with Us if You tick the relevant check-box noting Your agreement to these terms and conditions or otherwise provide Us with instructions to proceed with the supply.
Despite You at any time providing, referring to, submitting or otherwise using or purporting to use any standard form terms and conditions other than these terms and conditions, such terms and conditions will not form part of, or be incorporated into, the Agreement.

Supply of Goods

We shall supply the Goods in accordance with the Agreement.

Price

You shall pay to Us the Price and other money that becomes payable under the Agreement (without any set off) in the manner and at the times stated in the Agreement.
We shall not be required to deliver the Goods until You have paid the Price in full.

Delivery & Inspection of Goods

Delivery of the Goods is taken to occur when:

We or Our nominated carrier delivers the Goods to the address or third party nominated by You even if You are not present at the address, or
You or Your nominated carrier takes possession of the Goods.

The cost of delivery is payable by You in addition to the Price, unless the Price expressly includes an amount for delivery fees.
We shall make reasonable efforts to deliver the Goods to You within a reasonable time, but shall not be liable for:

any failure to deliver or delay in delivering the Goods for any reason,
any damage or loss due to unloading or packaging (unless risk in the Goods had not passed to You at the relevant time), or
any damage to property caused upon entering premises to deliver the Goods, unless caused by Our negligent act or omission.

You shall accept delivery of the Goods even if late. In the event that You fail to take delivery of the Goods at the time of delivery You shall reimburse Us for any costs incurred by the failure and We shall be entitled to charge a reasonable fee for redelivery and/or storage of the Goods.
You must inspect the Goods on delivery. You must notify Us in writing within seven (7) days of delivery setting out full details of all relevant matters if:

the Goods are damaged, faulty or defective in any,
the Goods do not comply with any description by which they were sold and/or specified on our website, or
there is any discrepancy in quantity.

You must notify Us in writing of any other defect in the Goods as soon as reasonably possible after any such defect becomes apparent.
Unless otherwise agreed in writing, any Good that You allege is defective under this clause must be returned to Us (at Your cost) in order to make a claim under this clause and shall become Our property. For a claim to be made under this clause, You must follow the procedures established by Us from time to time and outlined in these Terms & Conditions.
We shall not be liable for any defect or error in the Goods that was contributed to by incorrect or ambiguous details or information provided by You, including but not limited to measurements You provide for customised Goods.

Return of Goods

Subject to any applicable law, unless We agree otherwise in writing, We will only accept a return of the Goods if:

You have complied with clauses 4.5 and 4.6,
We, acting reasonably, have agreed that the Goods are defective and not reasonably capable of repair,
the Goods are returned within a reasonable time, and
the Goods are returned, as far as possible, in the same condition as the Goods were delivered.

Passing of Risk

The risk in the Goods will pass to You upon the earlier of:

the delivery of the Goods to You or its agent (including all risks associated with unloading), and
the passing of title to the Goods to You.

Notwithstanding clause 6.1, if You direct Us to deliver the Goods to an unattended location the Goods shall be left at Your sole risk and responsibility. In the event that such Goods are lost, damaged or destroyed the replacement of the Goods shall be at Your expense.
Where We retain ownership pursuant to clause 7 of Goods in respect of which risk has passed to You, You must maintain adequate insurance in relation to the Goods and provide evidence of such insurance to Us on request.

Retention of Title

Notwithstanding the delivery of Goods, until You have paid all monies payable to Us under the Agreement in cleared funds:

the legal and equitable title to the Goods will remain with Us,
a fiduciary relationship will exist between You and Us, and
You agree to hold the Goods as bailee for Us and keep the Goods separate and in good condition.

Until ownership of the Goods passes to You:

You shall not charge or grant any encumbrance over the Goods,
You must return the Goods to Us on request, and
We may, without demand retake possession of the Goods.

For the purposes of recovering possession of the Goods and without limiting the generality of this clause 7, You irrevocably authorise and license Us and Our servants and agents to enter any premises where We believe the Goods may be stored and to take possession of the Goods. You shall indemnify Us from any claims made by any third party as a result of such exercise.

Fitness for Purpose

You warrant that You have made Your own enquiries in relation to the suitability of the Goods and have not relied on any representation made by Us in relation to their suitability for any particular purpose.
To the extent allowable at law, and except as expressly provided for in these terms & conditions, We make no warranties as to suitability or fitness for purpose of the Goods.

Specifications

The descriptions, illustrations and performances contained on Our website and other advertising matter relating to the Goods do not form part of any contract of sale of the Goods or of the description applied to the Goods.

Performance

Any performance values or specifications given by Us in respect of the Goods are estimates only and We shall not be liable for damages or costs for failure of the Goods to attain such values or meet such specifications unless specifically guaranteed in writing.

Force Majeure

If a Force Majeure Event occurs and a party is not able to partially or wholly perform its obligations (“Affected Party”) under this Agreement, then, the Affected Party’s obligations under this Agreement will be suspended and the time for performance of those obligations will be extended, to the extent that the Affected Party is prevented from performing its obligations by the Force Majeure Event.
A Force Majeure Event does not relieve or suspend any party’s obligation to pay money.
The Affected Party must give written notice to the other party as soon as practicable after the Force Majeure Event occurs of:

the nature and extent of the Force Majeure Event,
the expected duration of the Force Majeure Event,
the extent to which the Affected Party is or will be prevented from complying with its obligations as a result of the Force Majeure Event, and
the steps the Affected Party intends to take to address the effects of, or overcome, the Force Majeure Event.

The Affected Party must use its reasonable efforts to take steps to overcome the effects of the Force Majeure Event and to resume its obligations under this Agreement as soon as practicable.
The Affected Party must give written notice to the other party as soon as practicable after the end of the Force Majeure Event that the Force Majeure Event has been remedied or ceased to exist and that the Affected Party has resumed or is in a position to resume its obligations under this Agreement.
If the Force Majeure Event continues for more than 60 days, any party may immediately terminate this Agreement by written notice to each other party.

Dispute Resolution

If a dispute arises out of or in relation to this Agreement, including in relation to its existence, validity or termination, a Party must not commence Court proceedings in relation to the dispute unless the Party has first complied with clauses 12.2 to 12.4.
A Party claiming that a dispute has arisen must give written notice to the other Party as soon as practicable setting out the matter in dispute (“the Dispute Notice”).
The Parties must meet within 10 Business Days of the giving of a Dispute Notice to attempt to resolve the dispute. If the dispute is resolved the Parties must write down the resolution and sign it. The Parties agree that anything done or said in the negotiations cannot be revealed in any other proceedings.
If the dispute is not resolved within 10 Business Days of the date on which a Party gave the Dispute Notice, the Parties must endeavour to resolve the dispute by mediation and the following clauses shall apply:

the mediation will be held within 25 Business Days of the date on which a Party gave the Dispute Notice,
the mediator will be appointed jointly by the Parties, or in the absence of such joint appointment, appointed by the President of the Law Society of New South Wales at the request of either Party,
the mediation shall be conducted in accordance with the procedures determined by the mediator, and
the Parties shall share equally the costs of the mediation.

Nothing in this clause affects the rights of the Parties to institute proceedings to recover any payment due under this Agreement or to seek injunctive or urgent declaratory relief.
The time periods stipulated in this clause shall apply unless a longer time is agreed between the Parties in writing in relation to any such stipulation.
This clause shall survive the termination of the Agreement.

Default & Termination of Contract

Without limiting clause 13.2, a party may terminate the Agreement if:

the other party is in default of the Agreement,
the non-defaulting party has served notice in writing on the party setting out details of the default and stating that the party will be entitled to terminate the Agreement unless the default is remedied within a specified time of not less than 14 days,
the party fails to remedy the default within 14 days of receiving a notice under clause 13.1(b), or such longer period as may be specified in the notice, and
the non-defaulting party serves written notice of termination whilst the default remains unsatisfied.

If You fail to pay any money under the Agreement within seven (7) days of the due date for payment:

We may terminate the Agreement by notice in writing to You,
We shall be entitled to interest on the outstanding amount at the rate of 2.5% per calendar month calculated daily from the due date for payment and compounding monthly on the first day of each month until payment is received,
may without notice sell any Goods that We have recovered pursuant to clause 7 on such terms and in such manner as it determines and, after deducting all expenses incurred, shall offset such proceeds from the balance owing to Us,
You shall indemnify Us from and against all costs and disbursements incurred or payable by Us in connection with the recovery of monies owing to Us (including, without limitation, legal fees on an indemnity basis, collection agency costs and bank dishonour fees), and
We may cancel all or any part of the supply of the Goods or any supply of Goods in connection with any other contract or contracts made with You to which these terms and conditions apply whereafter all amounts payable by You to Us shall become payable immediately.

Risk Warning

Use of inflatable goods, such as the Goods, is inherently dangerous and involves risks, including (but not limited to) the risk of personal injury, disability and/or death (“the General Risks”) and particular risks including (but not limited to) slipping, tripping or falling over, abrasions, bruising, damage to teeth, soft tissue injuries, muscular injuries, twists, sprains, dislocations, broken bones, friction burns, head collisions, head injuries, spinal injuries, drowning, disability, paralysis, and death (“the Particular Risks”).

The General Risks and the Particular Risks may arise from or be connected to: (a) contact or collision with another patron or the surface of the Good; (b) the movement or failure of the Good, or a part thereof; (c) slipping and tripping on the surface of the Good or the ground; (d) weather conditions including rain, wind, hail, lightning, heat and/or cold; (e) the acts and/or omissions (including negligent acts and/or omissions) of other patrons using the Good; (f) the incorrect use of the Good; and, (g) the failure to follow instructions in relation to use of the Goods provided by Us.

You acknowledge and agree:

You have been warned of the General Risks and Particular Risks of the use of the Goods,
the use of the Goods may also involve other risks not noted on this Agreement, and
notwithstanding the risks of physical harm and injury inherent in the use of the Goods, some of which are noted on this Agreement, You agree to use the Goods voluntarily at Your own risk and agree to assume full responsibility for the General Risks and the Particular Risks for Yourself and any third party who uses the Goods.

Limitation of Liability

Our liability for the Goods is limited to making good any defects by repairing the defect or at Our option by replacement or a refund of the Price, within a period not exceeding 12 months after the purchase date, on the conditions that:

any defects have arisen solely from faulty materials or Our workmanship,
the Goods have not received maltreatment, inattention, interference or been serviced or worked on by technicians not approved by Us,
the Goods are used in accordance with any Guidelines, and
the defective Goods are promptly returned to Us at the place of purchase.

Any warranty given by Us does not cover ordinary wear and tear, or damage caused by external or third party influences.
You agree and acknowledge that:

any modification or work undertaken on the Goods by or on behalf of You will void any warranty provided for the Goods, and
You will have no claim against Us for any damage or loss caused or contributed by, or in any way connected with, any such voided warranty.

Except as provided for in these terms & conditions and the extent allowable by law, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded.
Our liability for a breach of a condition or warranty imposed by the provisions of Statute, Act or law or the general law is limited, at Our option, to:

the replacement of the Goods or the supply of equivalent Goods,
the repair of the Goods,
the payment of the cost of replacing the Goods or of acquiring equivalent Goods, or
the payment of the cost of having the Goods repaired.

We shall not be liable for any indirect, special or consequential loss or damage of any nature whatsoever resulting from or caused in any way by the supply of the Goods, including in connection with any negligent act or omission on the part of Us or any employee or contractor engaged by Us, or any errors, mistakes or inaccuracies in information for which We may be responsible.
For the purposes of this clause, ‘consequential loss’ includes, but is not limited to:

loss or damage not arising naturally, or according to the usual course of things, from the relevant event giving rise to that loss or damage, whether or not that loss may reasonably have been or supposed to have been in the contemplation of the parties as at the date of Acceptance, as a probable result of the relevant event,
indirect, economic, special or consequential loss,
loss in the nature of loss of profits, revenue, staff, data, production, opportunity, use or damage to reputation even if the relevant loss may reasonably have been or was supposed to have been in the contemplation of the parties as at the date of the Acceptance, as a probable result of the relevant event, and
personal injury or property damage.

This clause survives the termination of this Agreement.

Indemnity

You will indemnify, keep indemnified and hold Us harmless from any and all claims of any kind by any person or company arising out of or in connection with the use of the Goods otherwise in accordance the Guidelines including, but not limited to, claims with respect to any actual or alleged bodily injury, sickness, disease or death or any damage to property, including the Goods, arising from any false, misleading, deceptive or misdescriptive representation or statement made by You in respect of the Goods to any person.

Personal Property Security

In this clause ‘amendment demand’, ‘attaches’, ‘financing statement’, ‘financing change statement’, ‘security agreement’, ‘security interest’ and ‘verification statement’ have the meanings given to them by the PPSA.
You hereby charge the Goods and all of their respective personal property as security for the performance by You of Your obligations under the Agreement.
You acknowledge and agrees that:

the Agreement constitutes a security agreement for the purposes of the PPSA, and
a security interest exists in all goods (and their proceeds) previously supplied by Us to You (if any) and in all future goods supplied (and their proceeds),
You have received or will receive value as at the date of first delivery of the Goods (or any part of the Goods) and that We have not agreed to postpone the time the security interest attaches to the Goods, and
where We have rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply.

You shall:

promptly sign all documents and provide any further information that We may reasonably require to register a financing statement or financing change statement in relation to a security interest granted to Us under the Agreement or any other document required to be registered under the PPSA,
notify Us in writing of any intention to change Your business practices to include the sale or leasing of goods of like kind to the Goods (or any part thereof) in the ordinary course of Your business, and
on demand reimburse Us for all costs and expenses incurred in registering a financing statement or financing change statement.

You must not, without Our prior written consent:

register or permit to be registered a financing statement or financing change statement in relation to the Goods in favour of a third party, or
register or cause to be registered a financing change statement in respect of a security interest granted under the Agreement,
issue or permit any other person to issue an amendment demand to Us unless all monies payable by You under the Agreement have been received by Us in cleared funds.

Any requirement under the PPSA on the part of Us to give a notice to You shall not, to the extent that the requirement may be contracted out of (including, without limitation, under Section 115(1) of the PPSA), apply to the Agreement. Further, to the extent that that You may waive the right to receive a notice under the PPSA (including, without limitation, notice in relation to a verification statement under Section 157(1) of the PPSA), You waive that right.
You irrevocably authorise and license Us to enter upon Your property or premises, without notice, and without being in any way liable to You, if We have cause to exercise any of Our rights under Section 123 of the PPSA, and You shall indemnify Us from any claims made by any third party as a result of such exercise.
We and You agree to treat information of the kind referred to in Section 275(1) of the PPSA as confidential. Neither Us or You will disclose, send or make available any of the information referred to in Section 275(1) of the PPSA to any person except as required by law or the Agreement.
We and You acknowledge and agree that clause 17.8 constitutes a confidentiality agreement pursuant to Section 275(6) of the PPSA.

Cancellation

Notwithstanding any other clause herein We may cancel any agreement to which these terms and conditions apply at any time before the Goods are delivered by giving written notice to You whereafter any deposit or other amount paid by You on account of the Goods shall become immediately repayable to You. We shall not be liable for any consequential loss or damage in relation to any such cancellation.
If You purports to cancel the Agreement, without limiting any other right available to Us, You shall be liable to Us for any and all loss or damage suffered by Us in connection with the cancellation including, without limitation, loss of profit in respect of the supply of the Goods.

The Contract Price and all other monies payable by You pursuant to the Agreement are exclusive of GST.
If We incur a liability to pay GST in connection with a supply to You pursuant to the Agreement, the consideration that You must pay to Us for the supply is increased by an amount equal to the GST liability that We incur in making the supply and the amount of the GST liability is payable at the same time and in the same manner as the consideration in respect of the supply is payable.
We shall provide You with a tax invoice for any GST included in any payment made pursuant to the Agreement.

Notices

The parties agree that email shall be the primary method of contact and communication in relation to any matters arising under the Agreement.
A notice is deemed to have been given or serviced if the notice is:

delivered by hand to the other party,
posted by ordinary prepaid mail to the other party’s address (including a Post Office Box) stated in the Quotation or Order on the second Business Day following the date of posting, or
sent by facsimile transmission to the parties’ facsimile number stated in the Quotation or Order upon receiving confirmation of delivery of the transmission, or
sent by email to the parties’ email address stated in the Quotation or Order upon receiving confirmation of delivery of the email without error.

General

You may not; (a) set off against or deduct from any monies payable under the Agreement any sums owed or claimed to be owed by Us to You, or (b) withhold payment of any invoice because the invoice or part of it is in dispute.
The Agreement embodies the whole agreement between the parties relating to the subject matter of the Agreement and supersedes any and all oral and written negotiations and communications by or on behalf of any of the parties.
The terms in the Agreement may not be varied, waived, discharged or released, except with the prior written consent of the parties.
No right under the Agreement is waived or deemed to have been waived in relation to any particular instance unless in writing and signed by the party waiving the right. A party does not waive its right under the Agreement by granting an extension of time or any other forbearance to another party.
The Agreement shall be governed by and constructed pursuant to the laws of the State or Territory in which the Order is received. The parties irrevocably submit to the jurisdiction of the Courts of that State or Territory in connection with any dispute relating to the Agreement. The parties further agree that the Court of competent jurisdiction located closest to Our principal place of business in the relevant State or Territory shall be the appropriate Court for the hearing of any claims in connection with this Agreement.
The parties agree that a construction of the Agreement that results in all provisions being enforceable is to be preferred to a construction that does not so result.
If, despite the application of clause 21.6, a provision of the Agreement is illegal or unenforceable:

if the provision would not be illegal or unenforceable if a word or words were omitted, that word or those words are severed; and
in any other case, the whole provision is severed,

and the remainder of the Agreement continues in force.

Definitions & Interpretation

In these terms and conditions:

“Agreement” means this Agreement.
“Business Day” means any day other than Saturdays, Sundays or public holidays.
“Force Majeure Event” means any act, event or cause, other than lack of funds, affecting a party that is outside that party’s control, including:

war, acts or threats of terrorism, riots, revolutions, civil war, acts or threats of sabotage, national emergency (whether in fact or law), imposition of martial law, government requisition or any unlawful act against public order or authority,
adverse weather conditions, acts of God and destruction by natural disasters including landslides, earthquakes, tsunamis, fires, storms, cyclones and floods,
epidemics, quarantines, radiation and radioactive contamination, and
boycotts, strikes and other labour difficulties, whether or not involving employees of the party concerned.

“Goods” means any goods and other parts and components to be supplied by Us as described in any order either via our website or under another form of agreement.
“GST” has the same meaning as given to it in the A New Tax System (Goods and Services Tax) Act 1999.
“Guidelines” means any guidelines or instructions provided by Us or referenced on our website in relation to the use or set-up of the Goods.
“We, Us or Our” means Soft Summits Pty Limited ACN
679 975 636, it’s successors and assigns.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“Price” means the amount stated as the price in the order.
“You” or “Your” means the party purchasing the Goods.
“Variation” means to vary the supply of Goods by; requesting additional Goods be supplied or removing Goods to be supplied.

In the Agreement, unless otherwise indicated by the context: (a) the singular includes the plural and vice versa; (b) a reference to one gender includes a reference to all other genders; (c) headings to clauses are included for the sake of convenience only and will not affect the interpretation of the clauses to which they relate; (d) references to any statute or statutory provision include that statute or statutory provision as amended, extended, consolidated or replaced by subsequent legislation and any Orders, regulations, instruments or other subordinate legislation made under the relevant statute; (e) the word person means and includes a natural person, a company, a firm or any other legal entity whether acting as a trustee or not; (f) the Agreement will bind each party’s legal personal representatives, successors and assigns; and (g) where a party comprises two (2) or more persons the rights and obligations of such persons pursuant to the Agreement will ensue for the benefit of and bind each of them jointly and severally.

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Soft Summits Terms of Service

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