Next Cycle Account Terms & Conditions
PART 3: PRIVACY STATEMENT
1.This privacy statement encompasses consents and disclosures under or in relation to the Privacy Act 1988 (‘Privacy Act‘) (Cth)
2. You and the Guarantor(s) consent to the collection and handling of yours or the Guarantor(s) personal and credit-related personal information in accordance with our Privacy Policy and Credit Reporting Policy, which are formed in accordance with the Privacy Act 1988 (Cth) (‘Privacy Act‘).
3. The specific type of information that may be collected includes personal information (as considered under our Privacy Policy), and credit-related personal information (as defined in our Credit Reporting Policy).
4. We usually collect yours or the Guarantor(s) personal or credit-related personal information directly from you or the Guarantor(s), but we may also collect such information from third parties.
5. We only collect, hold, use and disclose yours or the Guarantor(s) personal information or credit-related information as reasonably necessary for our business purposes and as permitted by law. The purposes are outlined in our Privacy Policy and Credit Reporting Policy.
6. You and the Guarantor(s) consent to the disclosure of your personal and credit-related personal information to certain parties, as set out in our Privacy Policy and Credit Reporting Policy.
7. You and the Guarantor(s) consent to personal or credit-related personal information being stored by us either in hardcopy or electronically, on portable devices or in diaries operated and held by our staff members.
8. Where we engage a third-party service provider, we will make sure that appropriate data handling and security arrangements are in place. We are committed to keeping all personal and credit-related personal information secure and have taken reasonable steps to prevent unauthorised access, modification or disclosure. We have implemented technology and security features to make our systems as secure as possible and to safeguard your personal and credit-related information.
9. We are committed to keeping all personal information secure and have taken reasonable steps to prevent unauthorised access, modification or disclosure.
10. You and the Guarantor(s) consent to us sending correspondence to you containing marketing material. If you do not wish for us to send you such correspondence, please contact us at the details provided in our Privacy Policy and Credit Reporting Policy. We do not collect any personal or credit-related personal information about you when engaging in our marketing activities
11. You are entitled to obtain access to the personal or credit-related personal information we hold about you in certain circumstances. You are also able to correct inaccurate personal information subject to certain exceptions. Our Privacy Policy and Credit Reporting Policy contain more detail as to your rights, and contact details for questions or complaints
12. Your or the Guarantor(s) personal or credit-related personal information will not be disclosed to recipients outside Australia unless you expressly request us to do so. If you request us to transfer your personal information to an overseas recipient, we will confirm your consent to the disclosure, as the overseas recipient will not be required to comply with the Privacy Act, although they may have their own privacy laws, and we will not be liable for any mishandling of your information in such circumstances
13. You and the Guarantor(s) will be deemed to have acknowledged and accepted the terms of this privacy statement by either signing and returning this statement, failing to provide written notification to us within fourteen (14) days of receipt of this privacy statement that its terms are not accepted, continuing to trade with us after receipt of this privacy statement or, if the Guarantor(s) are directors
PART 4: STATEMENT OF NOTIFIABLE MATTERS
Important Information relating to credit reporting.
Under the Credit Reporting Privacy Code, there are several ‘notifiable matters’ that we are required to disclose to you at or before the time of collecting personal information that is likely to be disclosed to a credit reporting body.
Those matters include:
- A credit reporting body may include the credit information we provide to it in reports, which it then provides to other credit providers to assist those other credit providers to assess your credit worthiness;
- If you commit a serious credit infringement, we may disclose this to a credit reporting body;
- You can request a copy of our Credit Reporting Policy by contacting us, or obtain it directly from our website; and
- You can request a copy of Equifax’s credit reporting policy at the contact details set out below.
This Statement of Notifiable Matters sets out important information about credit reporting that is relevant to you if you are an individual applying for a credit product or who holds a credit product from Next Cycle. It includes information:
- Regarding the management of your personal and credit information by Next Cycle;
- On the credit reporting bodies (“CRB”) to whom we may disclose your credit information; and
- On your rights regarding your credit information.
Credit information is personal information that is relevant to credit that has been provided to you or that you have applied for. It is also information about you in your capacity as a guarantor of credit obligations of another party.
This Statement of Notifiable Matters should be read with our Privacy Policy and Credit Reporting Policy (which is available on our website), that provide details about our management of personal information and credit related personal information, that we hold about you.
Disclosure to CRBs
If you apply for credit from us, propose to be a guarantor in respect of credit provided by us or are a director of a borrower or guarantor company then we may disclose your personal information and credit information to the following CRBs:
Equifax Australia Information Services and Solutions Pty
Limited Telephone: 13 83 32
https://www.equifax.com.au/personal
The CRBs that Next Cycle disclose your information to may use that information in reports provided to other credit providers so that those credit providers can assess your creditworthiness. For example, Next Cycle may disclose to a CRB information regarding your failure to meet payment obligations or about a serious credit infringement.
Your Rights
In addition to the matters described above, you have the right to:
- Access your personal information or credit information that Next Cycle holds about you;
- Request Next Cycle correct information it holds about that is incorrect;
- Complain about the way we handle your personal or credit information;
- Request that a CRB not use your credit reporting information for the purposes of pre-screening of direct marketing by another credit provider; and
- Request the CRB not to use or disclose your credit reporting information if you believe on reasonable grounds that you have been, or are likely to be, a victim of fraud.
Details about how you can do these things and how we handle your personal and credit information are set out in our Privacy Policy and Credit Reporting Policy which are available on our website.
PART 5: TERMS & CONDITIONS
1.Definitions
Unless otherwise inconsistent with the context, in these Terms and Conditions:
“Agreement” shall refer to the agreement in place between Next Cycle and the Customer, encompassing these Terms and Conditions.
“Australian Consumer Law” shall mean the Australian Consumer Law at Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Business Day” shall mean a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
“Customer“, “you” and “your” shall mean the person acquiring Goods and Services from Next Cycle.
“Customer’s Purchases” shall mean all information relating to the Customer’s purchases from Next Cycle including volume, frequency and Pricing Level and LTI (as defined below).
“Electronic Delivery” shall mean the delivery from one party to the other party by email or other electronic means.
“Ex Stock” shall mean Goods or Services that are in stock, and that can be reasonably supplied on demand.
“Force Majeure Event” shall mean any act of God, acts, decrees, or regulations of Government Authorities, casualty, fire, explosion, storm, flood, frost or snow, earthquake, embargo, industrial action, strike, lockout, civil commotion, riot, insurrection, war, epidemic or pandemic, damage to or destruction of facilities, equipment or mechanical breakdown, failure of a third-party supplier or service provider, or any other cause beyond Next Cycle’ reasonable control.
“Goods” shall include Services, and means all Goods supplied by Next Cycle to the Customer, and are as described on our tax invoices, quotation, or any other forms as provided by Next Cycle to the Customer.
“GST” has the meaning given to it by A New Tax System (Goods and Services Tax) Act 1999.
“Normal Working Hours” shall mean 7:00am to 5:00pm.
“Order” shall mean a written or oral order placed by the Customer offering to acquire Goods or Services.
“Next Cycle“, “we“, “us” and “our” shall mean Next Cycle Pty Ltd, its successors and assigns. “Parties” shall mean Next Cycle and the Customer.
“Person” shall include a corporation.
“Price” shall mean the price payable for the Goods or Services.
“Pricing Level and LTI” shall mean the pricing level allocated to the Customer by Next Cycle and long-term incentives (LTI) offered to the Customer by Next Cycle.
“Quoted Date” shall mean the estimated date quoted by Next Cycle for delivery of the Goods.
“Services” shall include the supply of Goods, and means all Services performed by Next Cycle.
“Terms” means these Terms and Conditions, which set out the contractual basis upon which Next Cycle agrees to provide the Customer Goods or Services.
2. Offer and Acceptance
2.1 The contractual basis upon which this Agreement rests, between Next Cycle and the Customer, is set out in these Terms as amended by Next Cycle from time to time upon notice, and includes terms, if any, that are implied and cannot be excluded by law.
2.2 Any quotation made by Next Cycle is not an offer to sell or to provide Goods. Next Cycle shall not be bound by any order given to Next Cycle until it is accepted in writing. Any other contractual terms of the Customer (whether upon the Customer’s order or elsewhere) that are contrary to or inconsistent with these Terms and Conditions will not apply nor will they constitute a counteroffer.
3. Term
This Agreement commences on the date Next Cycle accepts the Customer’s completed Credit Application in writing and notifies the Customer of their credit limit, and continues until such time as it is terminated in accordance with clause 20 of these Terms.
4. Credit
4.1 The credit approval limit contained on any documents issued by Next Cycle to the Customer is for Next Cycle convenience only and will not be read as a commitment, promise or warranty by Next Cycle to extend any level of credit to the Customer.
4.2 The Customer is liable to pay all amounts due to Next Cycle, regardless of whether the Customer has exceeded their credit limit.
4.3 Next Cycle may refuse to supply the Customer with Goods on credit without having to provide reasons to the Customer for doing so.
5. Payment
5.1 Unless otherwise agreed in writing, payment is due thirty (30) days from the end of the month in which the Goods are invoiced to the Customer.
5.2 All prices quoted or charged by Next Cycle are exclusive of any GST. The Customer shall pay the price of any Goods supplied by Next Cycle and any GST in addition to the price.
5.3 Without prejudice to any other right or remedy that Next Cycle may have, the Customer shall, to the extent permitted by law, indemnify Next Cycle against any costs, fees, charges and disbursements suffered or incurred by Next Cycle in enforcing the Customer’s obligations and recovery monies due to Next Cycle (including, to the extent permitted by law, any amounts charged by a mercantile or collection agent or solicitor engaged for the purpose of the collection or recovery of monies due and payable by the Customer to Next Cycle) on an indemnity basis and all such costs shall be recoverable as a liquidated debt.
5.4 The Customer shall pay to Next Cycle interest equivalent to two percent (2%) in excess of the rate of interest for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic.) in respect of any amounts as may from time to time be overdue until paid and such money together with all interest shall be recoverable forthwith from the Customer as a liquidated debt.
5.5. Any payments received from the Customer on overdue accounts will be applied first to satisfy interest that may have accrued, second to amounts contemplated by clause 5.3, and then to principal.
6. Delivery
6.1 Any date quoted for delivery (“the Quoted Date“) is an estimate only, and Next Cycle will not be liable to the Customer for any loss or damage howsoever arising, for failure to deliver on or before the quoted date. The Customer shall accept and pay for Goods and any GST if and when tendered notwithstanding any reasonable failure by Next Cycle to deliver by the quoted date.
6.2 Delivery of the Goods will occur when:
a. the Customer, or any third party on the Customer’s behalf, collects the Goods from Next Cycle; or
b. the Goods are delivered to the delivery location specified by the Customer in Part 1 of this Credit Application, or to such other location as otherwise agreed in writing; or
c. the Customer’s nominated carrier takes possession of the Goods, in which event the carrier will be deemed to be the Customer’s agent.
6.3 Next Cycle reserves the right to deliver by instalments if instalments are reasonably necessary, and only where Next Cycle has given sufficient notice to the Customer of same. For delivery by instalments, the Customer will not be entitled to any claim, loss or damage howsoever arising from a reasonable failure by Next Cycle to deliver any instalments on or before the quoted date.
6.4 It is agreed that Next Cycle shall not be responsible for the delay in delivery caused by, or in any way incidental to a Force Majeure Event, as defined in clause 1 of these Terms.
6.5 Any quotation containing a provision to supply Goods Ex Stock is subject to fulfillment of prior orders at the date of receipt of the Customer’s order.
6.6 Delivery is made within Normal Working Hours on Business Days, unless otherwise agreed in writing.
6.7 If delivery of the Goods is deferred at the Customer’s request or due to the Customer being unable to accept delivery of the Goods, the Customer may be requested to pay to Next Cycle reasonable storage charges and a charge to re-deliver the Goods.
7. Title and Security Interest
7.1 The Customer acknowledges and agrees that these Terms constitute a Security Agreement for the purposes of the PPSA and create a Security Interest in the Goods (“Goods”).
7.2 To secure the due and punctual payment and other obligations under this Agreement, the Customer charges in favour of Next Cycle, all of its right, title and interest in, to under or derived from, the Security Interest, and otherwise grants a PPSA security interest over the Security Interest in favour of Next Cycle.
7.3 The Customer acknowledges and confirms that:
a. Next Cycle has given value for their security interest in the Security Interest, including by its promises under this document or by providing or continuing to make available any financial accommodation to the Customer;
b. nothing in this document is intended as an agreement that a security interest attaches at a later time than the time specified in section 19(2) of the PPSA; and
c. it has not made any other agreement with Next Cycle to vary the time of attachment of a security interest except in any express written agreement between the Customer and Next Cycle.
7.4 The Customer will, at Next Cycles ‘ request, do all things and execute and deliver all documents or instruments required by Next Cycle to enable Next Cycle to perfect the security granted by this clause or otherwise to secure the obligations of the Customer.
7.5 Until full payment has been made for all Goods, and any other sums in any way outstanding from the Customer to Next Cycle from time to time:
a. the Goods are inventory for the purposes of the PPSA;
b. the property and title in the Goods will not pass to the Customer, and the Customer holds the Goods as bailee for Next Cycle (returning the same to Next Cycle on request);
c. Next Cycle retains a Security Interest in all Goods previously supplied by Next Cycle to the Customer (if any) and all Goods that will be supplied in the future by Next Cycle to the Customer during the continuance of the parties’ relationship;
d. the Customer agrees to store the Goods on its premises separate from its own or any other person’s Goods, and in a manner which makes them readily identifiable as Next Cycle’ Goods;
e. the Goods will nevertheless be at the risk of the Customer from the time of dispatch; and
f. Next Cycle is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of the Customer and to act on its behalf, if necessary, to recover possession of the Goods, and any property to which the Goods are attached, or in which the Goods are incorporated.
g. Where Next Cycle exercises any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the Customer’s party against Next Cycle, or Next Cycle ‘ employees, servants or agents.
7.6 The Customer is only authorised to sell the Goods (or any portion of them) to third parties as the fiduciary agent of Next Cycle provided that there will be no right to bind Next Cycle to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by the Customer for the Goods (or any portion of them) shall be held on trust for Next Cycle pursuant to the fiduciary relationship.
7.7 In the event that the Goods (or any portion of them) are attached, fixed, transformed or incorporated into any other Goods or products produced by the Customer (or a third party), then title in the Goods shall remain with Next Cycle until the Customer has made payment for all Goods, and Next Cycle will have a Security Interest in those Goods or products, and the Customer must hold a proportion of any payment (“Relevant Proportion”) received by the Customer for such Goods or products on trust for Next Cycle, and Next Cycle will have a Security Interest in that Relevant Proportion. The Customer expressly acknowledges that the Relevant Proportion shall be equal to the dollar value of the portion of the Goods incorporated or transformed and the Customer further acknowledges that any part payment (not exceeding the Relevant Proportion) received by the Customer for such Goods or products is received as payment first of the Relevant Proportion.
7.8 The Customer undertakes to:
a. promptly and at its own cost, sign any further documents and provide any further information (such information to be complete, accurate and up to date in all respects) that Next Cycle may reasonably require to register a Financing Statement, Financing Change Statement or any other required document on the Personal Property Securities Register;
b. indemnify, and upon demand reimburse, Next Cycle for all expenses incurred in registering a Financing Statement, Financing Change Statement or any other required document on the Personal Property Securities Register or releasing any Goods charged thereby;
c. not register, or permit to be registered, a Financing Change Statement or a Financing Change Statement in respect of a Security Interest without the prior written consent of Next Cycle;
d. give Next Cycle at least 14 days prior written notice of any proposed change in the Customer’s name or any other change in the Customer’s details; and
e. immediately advise Next Cycle of any material change in its business practices of selling the Goods that would result in a change in the nature of proceeds derived from such sales.
7.9 Next Cycle and the Customer agree that nothing in sections 130(1)(a) and 143 of the PPSA will apply to this Security Agreement.
7.10 The Customer waives its rights as a debtor under sections 92, 93, 94, 95, 97, 118, 121, 132, 135, 137, 140 and 142 of the PPSA.
7.11 Unless otherwise agreed to in writing by Next Cycle, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
7.12 Neither party may disclose information of the kind to which section 275(1) of the PPSA refers. The Customer waives any right that the Customer may have or, but for this clause, may have had, under section 275(7)(c) of the PPSA to authorise the disclosure of such information, and otherwise agrees not to exercise any rights it may have under sections 275(7)(c) and (d) without Next Cycle’ written consent. To the extent that it is not inconsistent with this clause 7.12 constituting a confidentiality agreement for the purpose of section 275(6)(a) of the PPSA, Next Cycle may disclose information of the kind to which section 275(1) of the PPSA refers to the extent that Next Cycle is not doing so in response to a request by an interested person.
7.13 The Customer further agrees that where Next Cycle has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply.
7.14 The Customer unconditionally ratifies any actions taken by Next Cycle under clauses 7.1 to 7.13 under and by virtue of the power of attorney given by the Customer to Next Cycle, and agrees that this clause 7 will survive termination of this agreement or any agreement hereunder for the sale of the Goods.
7.15 In this clause:
a. “Financing Statement” shall have the meaning given to it by the PPSA;
b. “Financing Change Statement” shall have the meaning given to it by the PPSA;
c. “PPSA” shall mean Personal Property Securities Act 2009 (Cth);
d. “Relevant Proportion” shall mean the Customer’s holding of a proportion of any payment received by the Customer for Goods or products on trust for Next Cycle;
e. “Security Agreement” means the security agreement under the PPSA created between the Customer and Next Cycle; and
f. “Security Interest” has the meaning given to it by the PPSA.
8. Risk
8.1 Unless otherwise agreed in writing, risk of the Goods shall pass to the Customer at the time when the Goods pass to the Customer upon Delivery to the Customer or to the Customer’s agent or to a carrier commissioned by the Customer. The Goods shall remain at the Customer’s risk at all times unless and until Next Cycle retakes possession of the Goods pursuant to these terms and conditions.
8.2 The Customer must insure the Goods for their full replacement value on or before delivery against all losses which may be sustained as a result of the loss, damage, or destruction of the Goods (or any part thereof) by accident, theft, fire, explosion, flood, negligence, and such other insurable causes as may be available and must include Next Cycle as co-insured.
8.3 If the Customer requests that Goods are to be delivered either to an unattended location, left outside the Customers’ premises, or left outside Next Cycle’ premises for collection, the Customer acknowledges that the Goods may be delivered at the Customer’s sole risk, and the Goods will be considered Delivered under the terms of these Terms.
9. Warranties and Liability
9.1 Subject to clause 9.2:
a. the only guarantee, warranty or condition provided in relation to any Goods or Services supplied by Next Cycle is any express warranty that Next Cycle provides; and
b. To the extent permitted by law and save and except for any fraud, gross negligence or wilful misconduct of Next Cycle, Next Cycle excludes all liability in relation to the Goods or Services, whatsoever and however arising whether directly or indirectly, whether in contract, tort or otherwise, including all liability for any consequential or indirect loss or damage.
9.2 Subject to clause 9.3, nothing in clause 9 excludes, restricts or modifies:
a. the application of any consumer guarantee in the Australian Consumer Law (Consumer Guarantee) or any similar provision in the law of any State or Territory that cannot be excluded, restricted or modified (Similar Provision);
b. the exercise of any right conferred by a Consumer Guarantee or Similar Provision; or
c. Next Cycle’ liability under any Consumer Guarantee or Similar Provision.
9.3 Where permitted and to the full extent permitted by law, Next Cycle’ liability under any Consumer Guarantee or Similar Provision is limited, at Next Cycle’ option, to:
a. in the case of Goods, the repair or replacement of those Goods, the supply of equivalent Goods, the payment of the cost of repairing or replacing the Goods or acquiring equivalent Goods; and
b. in the case of Services, supplying those Services again, or paying the cost of having the Services supplied again.
10. Claims and Returns
10.1 As soon as any of the facts or matters which form any part of any claim or complaint whatsoever become known to the Customer, the Customer shall within fourteen (14) days notify Next Cycle in writing of the same. Otherwise, the Customer will be deemed to have accepted the Goods and must not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with the Customer’s order.
10.2 Subject to clause 8.1, and to the extent permitted by law, Next Cycle shall not be liable in any circumstances for any:
a. defects or damages caused in whole or in part by misuse, abuse, neglect, improper application, repair or alteration (other than by Next Cycle) or accident;
b. transport, installation, removal, labour or other costs;
c. defects in Goods not manufactured by it, but Next Cycle will endeavour to pass on to the Customer the benefit of any claim made by Next Cycle and accepted by the Customer and the benefit of any claim made by Next Cycle and accepted by the manufacturer of such Goods under a warranty given by the manufacturer of such Goods; and
d. technical advice or assistance given or rendered by it to the Customer or not in connection with the manufacture, construction or supply of Goods for or to the Customer.
10.3 No cancellations or partial cancellation of an order by the Customer will be accepted by Next Cycle unless Next Cycle has first reasonably consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid that, as determined by Next Cycle, will indemnify Next Cycle against all loss. Cancellation will not be accepted on Goods that are not Ex Stock that are in the process of manufacture or ready for shipment.
10.4 Returned Goods must be undamaged, packed and wrapped appropriately, and must include all original packaging and documentation. Next Cycle accepts no liability for any damage to Goods in return transit.
10.5 If the Customer fails to provide Next Cycle with notice under clause 10.1, to the extent permitted by law, the Goods will be considered accepted by the Customer and must be paid for in accordance with the Agreement.
11. Default
11.1 If the Customer defaults in the payment of any money due to Next Cycle pursuant to any Agreement of which these Terms form part within the timeframe enforced by clause 5.1 of these Terms, Next Cycle or its agent is entitled to, in compliance with the terms herein and to the extent permitted by law:
a. suspend or cease the supply of any further Goods or Services to the Customer;
b. enter upon the Customer’s premises, for the purpose of reviewing the Customer’s books and records, including all bank statements and other bank records to determine whether the Customer is able to pay its debts as said when they fall due, provided that:
i. the Customer has defaulted on a payment under this Agreement; and
ii. Next Cycle has given the Customer reasonable notice of such entry.
c. charge the customer interest at the rate specified at clause 5.4 of these Terms; and
d. require the Customer to pay, in advance, for Goods or Services (or any part of the Goods or Services) which have not yet been supplied.
11.2 Next Cycle may, at any time, and from time to time upon such terms as it may determine, waive any of its rights under this clause, but without prejudice to its rights thereafter of any other events herein before referred to or upon the continuation after any such waiver of any state of affairs the subject of such waiver.
12. Force Majeure
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of Next Cycle (“Force Majeure Event“), Next Cycle is unable to perform in whole or in part any obligation under this Agreement, Next Cycle shall be relieved of that obligation under this Agreement to the extent and for the period that it is so unable to perform and shall not be liable to the Customer in respect of such inability.
13. Change of Ownership
The Customer agrees to notify Next Cycle in writing of any change of ownership of the Customer or its business, or of directorships in the case of a corporate Customer, or of any other change whatsoever affecting this agreement within seven (7) days from the date of such change, and indemnifies Next Cycle against any loss or damage incurred by it as a result of the Customer’s failure to notify Next Cycle of any change.
14. Governing Law
14.1 The Terms will be governed by the laws of the State of New South Wales, and the laws of the Commonwealth of Australia in force in New South Wales.
14.2 Any legal action arising out of or in respect of the Agreement and/or the interpretation thereof shall be brought only in the Courts of Sydney in the State of New South Wales. If the subject matter of any dispute arising hereunder is within the jurisdiction of the New South Wales Civil and Administrative Tribunal (or any successor thereof) then the Customer hereby elects not to have such dispute determined in the Tribunal but instead to have such dispute honoured and determined either in the Magistrates, District or Supreme Court according to the jurisdiction of each such court.
15. No Assignment
Unless provided to the contrary in these Terms, a party is not capable of assigning, novating or encumbering any right or liability under these Terms without the prior written consent of each other party.
16. Variation
16.1 Where requested by the Customer, variation to these Terms will only be effective where the Parties have mutually agreed to such variations in writing.
16.2 Next Cycle may amend these Terms at its own discretion, but only where notification has been provided to the Customer. Such amended Terms will apply to any Order placed by the Customer following Next Cycle’ notification of such amendments.
17. Electronic Exchange of Documents
17.1 Parties may exchange executed counterparts of these Terms, or any other document required to be executed under this these Terms, by delivery from one party to the other party by email or other electronic means (“Electronic Delivery”);
17.2 Electronic Delivery of an executed counterpart will be deemed effective delivery of the original executed counterpart, from the date and time of receipt by the other party; and
17.3 A party that provides an executed counterpart by Electronic Delivery may also provide the original executed counterpart to the other party. However, a failure to do so has no effect on the formation or enforcement of these Terms.
18. Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersede any prior conduct, arrangement, agreement or understanding in relation to its subject matter.
19. Severance
If a provision in these Terms is unenforceable or invalid in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is unenforceable or invalid. No provision in these Terms will otherwise be affected in any jurisdiction.
20. Termination
20.1 Next Cycle may, with immediate effect, terminate any Agreement of which these Terms form part by written notice to you, if:
a. you fail to make payment of a deposit required by us or any amount owed to us as and when due;
b. you commit a material or persistent breach of these Terms and do not remedy the breach within seven (7) days of receipt of a notice identifying the breach and requiring its remedy; or
c. we are no longer able to, for whatever reason, supply the Goods or Services (or any part of the Goods or Services).
20.2 For clarity, termination of any Agreement of which these Terms form part will not affect the rights which have already accrued to the Parties at the time of termination, whether under that Agreement or otherwise.
20. 3 If delivery is made by instalments, pursuant to clause 6.3 of these Terms, the Customer shall not be entitled to terminate or cancel the Agreement.
21. Notices
A notice or other communication to or by a party under these Terms:
21.1. Must be in writing;
21.2. May be delivered in person, by email or by post to an address of the recipient specified in these Terms or any new address of the recipient known to the sender;
21.3 Subject to clause 21.4, is deemed to be effective:
a. if delivered in person, upon delivery to the recipient;
b. if sent by email, one Business Day after the date shown on the email of the sender, unless:
A. the sender receives an automated notification that the email has not been received by the intended recipient, in which case the notice is deemed to not have been served at the time of sending; or
B. receipt is acknowledged by the recipient sooner than one Business Day, in which case the notice is deemed to have been served at the time the receipt is acknowledged;
c. if posted, three Business Days (or six Business Days, if posted outside Australia) after the date of posting to the addressee; and
21.4 If delivered or received on a day which is not a Business Day, it is taken to have been delivered or received on the following Business Day and, if delivered or received after 4:00pm (addressee’s time), then notice is taken to have occurred at 9:00am on the following Business Day.
22. Specific Non-Disclosure Obligations
22.1 The Customer:
a. shall hold in confidence the Pricing Level and LTI and shall not disclose such information to any third party, even under a respective secrecy agreement between the Customer and such third party; and
b. agrees to disclose the Pricing Level and LTI only to such of its officers and employees who need such information to perform their roles, and the Customer shall ensure that all such officers and employees safeguard and preserve the confidential status of the Pricing Level and LTI.
22.2 Next Cycle:
a. shall hold in confidence the Customer’s Purchases and shall not disclose such information to any third party, even under a respective secrecy agreement between Next Cycle and such third party, except to our business partners, when requested; and
b. agrees to disclose the Customer’s Purchases only to such of its officers and employees who need such information to perform their roles, and Next Cycle shall ensure that all of such officers and employees safeguard and preserve the confidential status of the Customer’s Purchases.
23. Waiver
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under these Terms does not operate as a waiver of that power, right or remedy.
24. Interpretations
In these Terms, unless the context requires otherwise:
a. the singular includes its plural and vice versa;
b. words denoting any gender include all genders;
c. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
d. headings are for convenience only and do not affect interpretation;
e. a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
f. a reference to a party to these Terms includes its successors and permitted assigns;
g. a reference to a particular day or time is to that day or time in New South Wales, Australia;
h. a reference to any agreement (including these Terms) or document is to the agreement or document as amended, supplemented, novated or replaced from time to time;
i. a reference to a clause, paragraph, schedule or annexure is to a clause, paragraph, schedule or annexure in or to these Terms;
j. a reference to these Terms includes any schedules and annexures to these Terms;
k. a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible or tangible form;
l. a reference to dollars or $ is to Australian currency;
m. a reference to legislation (including subordinate legislation) or a provision of it is to that legislation or provision as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
n. words such as including or for example do not limit the meaning of the words preceding them;
o. an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits all of them jointly and each of them severally; and
p. nothing in these Terms are to be interpreted against a party solely on the ground that the party or its advisers drafted it.
Last updated: November 2025
Google Map