Terms & Conditions / Terms of Service

1. Introduction

These Terms govern:

the use of this Application; and
any other related Agreement or legal relationship with the Owner;
in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.

The User must read this document carefully.

Nothing in these Terms creates any relationship of employment, agency, or partnership between the involved parties.

This Application is provided by:

AdsFlow Consulting OÜ
Pudisoo küla, Männimäe/1, 74626 Kuusalu vald, Estonia
Owner contact email: hello@myshoulderbag.com
Owner contact phone (Australia): [INSERT AU PHONE NUMBER]

"This Application" refers to:

this website, including its subdomains and any other website through which the Owner makes its Service available;
applications for mobile, tablet and other smart device systems;
the Application Program Interfaces (API);
the Service;
any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation;

The following documents are incorporated by reference into these Terms:

Privacy Policy
Warranty / Faulty Goods Policy
Cookie Policy
Shipping / Delivery Policy
Returns & Refunds Policy

1.1 Precedence of Incorporated Documents
If there is any conflict between these Terms and an incorporated policy, these Terms govern, except that the Privacy Policy governs how we process personal data.

2. What the User should know at a glance

Usage of this Application and the Service is age restricted: to access and use this Application and its Service the User must be an adult under applicable law.

Please note that some provisions in these Terms may only apply to certain categories of Users. In particular, certain provisions may only apply to Consumers or to those Users that do not qualify as Consumers. Such limitations are always explicitly mentioned within each affected clause. In the absence of any such mention, clauses apply to all Users.

We sell to customers in Australia only.

3. TERMS OF USE

Unless otherwise specified, the terms of use detailed in this section apply generally when using this Application.

Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.

By using this Application, Users confirm to meet the following requirements:

There are no restrictions for Users in terms of being Consumers or Business Users;
Users must be recognized as adult by applicable law;

3.1 Account registration

To use the Service Users may register or create a User account, providing all required data or information in a complete and truthful manner. Users may also use the Service without registering or creating a User account, however, this may cause limited availability of certain features or functions.

Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.

By registering, Users agree to be fully responsible for all activities that occur under their username and password. Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.

3.1.1 Account termination

By directly contacting the Owner at the contact details provided in this document.

3.1.2 Account suspension and deletion

The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts that it deems inappropriate, offensive or in violation of these Terms.

The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.

The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.

3.2 Content on this Application

Unless where otherwise specified or clearly recognizable, all content available on this Application is owned or provided by the Owner or its licensors.

The Owner undertakes its utmost effort to ensure that the content provided on this Application infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result. In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.

3.2.1 Rights regarding content on this Application - All rights reserved

The Owner holds and reserves all intellectual property rights for any such content.

Users may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Service.

In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on this Application, nor allow any third party to do so through the User or their device, even without the User's knowledge.

Where explicitly stated on this Application, the User may download, copy and/or share some content available through this Application for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly implemented.

Any applicable statutory limitation or exception to copyright shall stay unaffected.

3.3 Content provided by Users

The Owner allows Users to upload, share or provide their own content to this Application.

By providing content to this Application, Users confirm that they are legally allowed to do so and that they are not infringing any statutory provisions and/or third-party rights.

3.3.1 Rights regarding content provided by Users

Users acknowledge and accept that by providing their own content on this Application they grant the Owner a non-exclusive, fully paid-up and royalty-free license to process such content solely for the operation and maintenance of this Application as contractually required.

To the extent permitted by applicable law, Users waive any moral rights in connection with content they provide to this Application.

Users acknowledge, accept and confirm that all content they provide through this Application is provided subject to the same general conditions set forth for content on this Application.

3.3.2 Liability for provided content

Users are solely liable for any content they upload, post, share, or provide through this Application. Users acknowledge and accept that the Owner does not filter or moderate such content.

However, the Owner reserves the right to remove, delete or block such content at its own discretion and, without prior notice, to deny the uploading User access to this Application:

upon becoming aware of any (alleged) violation of these Terms, any third-party rights, or applicable law, based on such content;
if a notice of infringement of intellectual property rights is received;
if a notice of violation of a third party’s privacy, including their intimate privacy, is received;
upon order of a public authority; or
where the Owner is made aware that the content, while being accessible via this Application, may represent a risk for Users, third parties and/or the availability of the Service.

The removal, deletion or blocking of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement.

Users agree to hold the Owner harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Application.

3.4 Access to external resources

Through this Application Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.

Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.

3.5 Acceptable use

This Application and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.

Users are solely responsible for making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights.

Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Application or the Service, terminating contracts, reporting any misconduct performed through this Application or the Service to the competent authorities whenever Users engage or are suspected to engage in any of the following activities:

violate laws, regulations and/or these Terms;
infringe any third-party rights;
considerably impair the Owner’s legitimate interests;
offend the Owner or any third party.

4. TERMS AND CONDITIONS OF SALE

4.1 Paid Products

Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment.

The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of this Application.

4.2 Product description

Prices, descriptions or availability of Products are outlined in the respective sections of this Application and are subject to change without notice.

While Products on this Application are presented with the greatest accuracy technically possible, representation on this Application through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.

The characteristics of the chosen Product will be outlined during the purchasing process.

4.3 Purchasing process

Any steps taken from choosing a Product to order submission form part of the purchasing process.

The purchasing process includes these steps:

Users must choose the desired Product and verify their purchase selection.
After having reviewed the information displayed in the purchase selection, Users may place the order by submitting it.

4.3.1 Order submission

When the User submits an order, the following applies:

The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page.
In case the purchased Product requires an action from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly.
Upon submission of the order, Users will receive a receipt confirming that the order has been received.
All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.

4.3.2 Order acceptance

Order acceptance. Your order is an offer to buy. We accept only by sending a shipping confirmation or by delivering the goods. We may refuse or cancel any order (and refund you) for suspected fraud, pricing/stock errors, regulatory or compliance reasons, or where we cannot deliver to your address.

4.4 Prices

Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.

Prices on this Application are displayed either exclusive or inclusive of any applicable fees, taxes and costs, depending on the section the User is browsing.

4.4.1 Taxes, duties & currency

Taxes, duties & currency. Prices are shown in Australian Dollars (AUD) and include GST where applicable. If any bank, card issuer, or payment provider applies currency conversion or international transaction fees, those fees are set by that provider and are outside our control.

4.5 Offers and discounts

The Owner may offer discounts or provide special offers for the purchase of Products. Any such offer or discount shall always be subject to the eligibility criteria and the terms and conditions set out in the corresponding section of this Application.

Offers and discounts are always granted at the Owner’s sole discretion.

Repeated or recurring offers or discounts create no claim/title or right that Users may enforce in the future.

Depending on the case, discounts or offers shall be valid for a limited time only or while stocks last.

4.6 Coupons

Offers or discounts can be based on Coupons.

If breach of the conditions applicable to Coupons occurs, the Owner can legitimately refuse to fulfill its contractual obligations and expressly reserves the right to take appropriate legal action to protect its rights and interests.

Notwithstanding the provisions below, any additional or diverging rules applicable to using the Coupon displayed in the corresponding information page or on the Coupon itself shall always prevail.

Unless otherwise stated, these rules apply to the use of Coupons:

Each Coupon is only valid when used in the manner and within the timeframe specified on the website and/or the Coupon;
A Coupon may only be applied, in its entirety, at the actual time of purchase – partial use is not permitted;
Unless otherwise stated, single-use Coupons may only be used once per purchase;
A Coupon cannot be applied cumulatively;
The Coupon must be redeemed exclusively within the time specified in the offer;
The User is not entitled to any credit/refund/compensation if there is a difference between the value of the Coupon and the redeemed value;
The Coupon is intended solely for non–commercial use.

4.7 Methods of payment

Information related to accepted payment methods is made available during the purchasing process.

All payments are independently processed through third-party services. Therefore, this Application does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed.

If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order.

4.8 Retention of Product ownership

Until payment of the total purchase price is received by the Owner, any Products ordered shall not become the User’s property.

4.9 Contractual right of cancellation

The Owner grants Users the right to cancel a purchase and request a refund under the terms described in the Returns & Refunds Policy.

4.10 Delivery

Deliveries are made to the address indicated by the User and in the manner specified in the order summary.

Upon delivery, Users should verify the content of the delivery and report anomalies without undue delay, using the contact details provided in this document or as described in the delivery note. Users may refuse to accept the parcel if visibly damaged.

Goods are delivered to Australia only.

Delivery times are specified on this Application or during the purchasing process.

Unless otherwise specified on this Application or agreed with Users, Products shall be delivered within thirty (30) days from purchase.

4.10.1 Risk of loss & title

Risk of loss passes to you upon delivery to your address. Title transfers when we receive full payment.

5. Australian Consumer Rights and Returns

5.1 Australian Consumer Law

Nothing in these Terms limits rights that cannot be limited under the Australian Consumer Law (ACL), which is contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Under the ACL, you may have rights to a remedy (such as a repair, replacement, or refund) if goods are faulty, not as described, unsafe, or do not meet consumer guarantees.

For general guidance on consumer rights and guarantees (ACCC):
https://www.accc.gov.au/consumers/buying-products-and-services/consumer-rights-and-guarantees

For the official text of the ACL (Federal Register of Legislation):
https://www.legislation.gov.au/C2004A00818/latest/text

5.2 Change of mind returns

If you change your mind, returns (if offered) are handled according to our Returns & Refunds Policy. Change-of-mind returns are separate from, and do not affect, your ACL rights.

8. Liability and indemnification

8.0 Consumer rights preserved

Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, or any similar state and territory legislation, and which cannot be excluded, restricted or modified.

8.1 Indemnification

The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand made by any third party due to or in relation with any culpable violation of these Terms, third-party rights or statutory provisions connected to the use of the Service by the User.

8.2 Limitation of liability

Unless otherwise explicitly stated and without prejudice to applicable law, Users shall have no right to claim damages against the Owner (or any natural or legal person acting on its behalf), except where liability cannot be excluded under applicable law.

9. Common provisions

9.1 No Waiver

The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision.

9.2 Service interruption

To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.

9.3 Service reselling

Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Application and of its Service without the Owner’s express prior written permission.

9.4 Privacy policy

To learn more about the use of their personal data, Users may refer to the privacy policy of this Application.

9.5 Intellectual property rights

Without prejudice to any more specific provision of these Terms, any intellectual property rights related to this Application are the exclusive property of the Owner or its licensors.

9.6 Changes to these Terms

The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.

9.7 Assignment of contract

The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms.

9.8 Contacts

All communications relating to the use of this Application must be sent using the contact information stated in this document.

9.9 Severability

Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions.

10. Governing law and venue

10.1 Governing law

These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.

10.1.1 Prevalence of mandatory consumer law

However, regardless of the above, if mandatory Australian consumer protection law applies to you (including the ACL), those protections prevail.

10.2 Venue of jurisdiction

The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, except where mandatory law provides otherwise.

11. Accessibility

The Owner is committed to making the content accessible to Users with disabilities.

12. Dispute resolution

12.1 Amicable dispute resolution

Users may bring any disputes to the Owner who will try to resolve them amicably.

The User may submit the complaint including a brief description and if applicable, the details of the related order or purchase, to the Owner’s email address specified in this document.

The Owner will process the complaint without undue delay.

13. Definitions and legal references

13.1 This Application (or this Application)

The property that enables the provision of the Service.

13.2 Agreement

Any legally binding or contractual relationship between the Owner and the User, governed by these Terms.

13.3 Business User

Any User that does not qualify as a Consumer.

13.4 Coupon

Any code or voucher, in print or electronic form, which allows the User to purchase the Product at a discounted price.

13.5 Digital Product

A Product that consists of:

content produced and supplied in digital form; and/or
a service that allows for the creation, processing, storing or accessing data in a digital form or the sharing or any other form of interaction with digital data uploaded or created by the User or any other user of this Application.

13.6 Consumer (Australia)

A Consumer is any User who qualifies as a consumer under the Australian Consumer Law (Competition and Consumer Act 2010).

13.8 Owner (or We)

Indicates the natural person(s) or legal entity that provides this Application and/or the Service to Users.

13.9 Product

A good or service available through this Application, such as e.g. physical goods, digital files, software, booking services etc., and any other types of products separately defined herein, such as Digital Products.

13.10 Service

The service provided by this Application as described in these Terms and on this Application.

13.11 Terms

All provisions applicable to the use of this Application and/or the Service as described in this document, including any other related documents or agreements, and as updated from time to time.