Introduction

1. Reload Right is a business that provides goods and services in relation to loading and reloading firearms. The services that We provide are training videos, articles, courses and workshops (“Services”) for You to use either for fee or free depending on the type of material, and with an exclusive licence. The goods we provide are tools, accessories and firearm stocks, but not firearms or firearm parts under the Firearms Act 2015 (SA) (“Goods”). The terms on which We provide create material the basis of our Services, and permit You to use it, are set out below and referred to as our ‘Standard Terms’. The Standard Terms incorporates the any agreed amendments or alterations between You and Us as the Parties to this Agreement. The interpretations and definitions at the end of this Agreement apply to all our Standard Terms.
2. The information provided by Us is not accredited, and does not cause you to be accredited, qualified or otherwise capable of holding yourself out as an authority in relation to the information, material or content We provide You. Our workshops and courses are an expression of Our experience, opinions and recommendations but must not be construed or interpreted as advice.
3. Owning, handling, dealing, distributing or otherwise controlling or possessing firearms are legal matters that you must satisfy yourself you are abiding and we encourage you to seek independent legal advice as to your rights and obligations in relation to firearms and ammunition in your jurisdiction.
4. We are licenced to own and operate firearms within the Jurisdiction. The Goods we provide are not in any way intended to operate as firearms or firearm parts as defined by the laws of the Jurisdiction.
5. We do not deal with, sell or distribute ammunition.
6. We provide various links and information in relation to firearms through our website, and that information is only intended to assist and is not in any way advice or representations about the accuracy of that information.
7. We are not affiliated with any association or authority in providing our Goods and Services. We may retail Goods from time-to-time and in those instances we only provide such warranty or warranties that may exist and to the maximum extent require by law.

Website privacy policy

1. Information we collect:
   • Personal information: We may collect personal information such as your name, email address, and contact details when you register for our services or contact us.
   • Payment information: When you make a purchase on our platform, we collect necessary payment information to process transactions securely.
   • Usage data: We may collect information about how you interact with our website, including pages visited, time spent, and actions taken.
   • Device information: We may collect information about the device you use to access our website, including IP address, browser type, and operating system.

1. How we use your information:
   • Providing Services: We use your personal information to provide you with access to our online training courses and workshops.
   • Communications: we may use your contact details to communicate with you about our Services, updates, and promotional offers. You can opt-out of these communications at any time.
   • Improving our Services: We analyse usage data to improve the quality of our services, enhance user experience, and troubleshoot issues.
   • Security: We use your information to protect our website, detect and prevent fraud, and ensure the security of our users.

1. Data-sharing and disclosure:
   • Service providers: We may share your information with trusted third-party service providers who assist Us in delivering our Services.
   • Legal compliance: We may disclose your information if required by law or in response to a valid legal request.

1. Your choices and rights:
   • Access and correction: You have the right to access and correct your personal information. You can do this by contacting Us.

1. Security:
   • We use industry-standard security measures to protect your information from unauthorised access, disclosure, alteration, and destruction.

1. Changes to this privacy policy:
   • We may update this Privacy Policy from time to time. Please review the policy periodically for changes. Your continued use of our website after any modifications indicates your acceptance of the updated policy.
2. Contact us:
   • If you have any questions or concerns about this privacy policy, please contact us through our website contact form.

Providing Our Goods and Services

1. The quality of our Goods and Services is of paramount importance to Us. You acknowledge that We may refuse to provide you with our Goods or Services if we reasonably believe that its quality is below our expectation from time-time-time.
2. Our Goods and Services are based on our experience in the industry:
   • Our Goods and Services are specific and unique and may change to meet industry demands or trends. You acknowledge we do not warrant our Goods and Services will always be accurate and/or relevant.
   • Any IP that attaches to material We create, whether that is provided to You as material that is part of our Services or not, and on these terms or otherwise, remains our Property.
   • You agree to meet any reasonable request We make in relation to you using our Goods or Services. You acknowledge that if you do not meet any of our reasonable requests, that may have a detrimental impact on our Business, and it is for this reason that failing to do so is a Termination Event as defined herein.

Cancellation of Services

1. Cancelling a Service may not be a Termination Event provided You comply with the following requirements:
   • Cancellation requests must be submitted to Us in writing. You may submit your cancellation requests by email, fax and/or direct mail.
   • Cancellation request will not be considered valid until You have received written confirmation that We have received the request.
   • If You cancel during paid use of our Services, You will forfeit your expected benefit from further use of our Services and not receive a refund unless we choose to provide You one at our absolute discretion.

Confidentiality

1. The Parties agree as follows:
   • to retain the Confidential Information of the other parties in confidence and only disclose it to such of their directors, officers, attorneys or employees for the purposes of this Agreement, provided always that nothing contained herein shall prevent the receiving party from referring to the Confidential Information in a general sense without specific disclosure thereof;
   • not to disclose the Confidential Information to anyone without the prior written consent of the disclosing party;
   • not to use the Confidential Information for any purpose other than in connection with the provision of this Agreement;
   • not to copy any of the Confidential Information for any purpose, other than in connection with this Agreement.

1. The restrictions mentioned in this clause shall not apply to information that:
   • is in the public domain at the time it is disclosed or after disclosure thereof and in such case, through no wrongful act of the receiving party;
   • the receiving party can establish was known to it prior to disclosure of that Confidential Information by the disclosing party;
   • the receiving party can establish the information was independently developed by it without knowledge of or disclosure of the Confidential Information;
   • is shown by the receiving party to have been received from a third party who is not under an obligation of secrecy to the disclosing party with respect to the same;
   • is required to be disclosed by an order of any court of competent jurisdiction or tribunal or regulatory body;
   • is required to be disclosed pursuant to any procedure for discovery of documents or any proceedings before any such court tribunal or body;
   • is required to be disclosed pursuant to any law or regulations having the force of law.

1. The receiving party must use reasonable endeavours to:
   • Establish and maintain effective security measures to safeguard the Confidential Information and its access, use, copying or disclosure;
   • Prevent or stop and comply with all reasonable directions of the disclosing party in respect of suspected, or actual, breaches of the covenants in this Agreement.
   • The receiving party shall within 24 hours notify the disclosing party if it becomes aware of any suspected or actual unauthorised access, use, copying or disclosure by any person, firm or corporation to whom it has divulged all or any part of the Confidential Information or who becomes aware of it in an unauthorised way and shall give the disclosing party all reasonable assistance in connection with any proceedings that the disclosing party may institute against such person, firm or corporation for breach of confidence or otherwise.
   • The receiving party further agrees that all Confidential Information remains the property of the disclosing party. Upon the disclosing party's written request, the receiving party must, at the disclosing party's option, either return to the disclosing party or destroy all such Confidential Information together with any summaries or extracts from such information and all copies or adaptations thereof, which the receiving party may have in its possession or control including removal of any such information from electronic storage. The receiving party must ensure that all parties to whom it has disclosed such information will comply with the disclosing party's request. The receiving party agrees to give the disclosing party a written notice stating that it has returned or destroyed all Confidential Information in accordance with this clause;
   • The receiving party's obligations under this Agreement will be operative for a period of 2 years from the termination of this Agreement, and will survive the termination of association with the disclosing party regardless of the manner of such termination and will be binding upon the receiving party's successors and assigns.
   • No failure to exercise, or delay in exercising, on the part of the disclosing party, any right power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude the further exercise of the same right or the exercise of any other right hereunder.
   • In event of the breach of any covenant of this Agreement by the receiving party, the disclosing party may by notice in writing terminate the Agreement immediately and demand return of all of the Confidential Information and seek such other remedies as it may have in relation to damages or compensation for any loss suffered and to restrain the receiving party from using, divulging or dealing with the Confidential Information in any manner whatsoever.
   • The disclosing party hereby acknowledges and confirms that it is bound by the terms of this Agreement in relation to any confidential information of the same nature as the Confidential Information which is disclosed to it by the receiving party and it will treat any such information, which is revealed to it but is so revealed upon the basis of it being confidential, in compliance with the terms of this Agreement as if they applied to the disclosing party as being in the place of the receiving party, and vice versa, and as if Confidential Information means such information disclosed by the receiving party to the disclosing party.

Intellectual Property

1. The following provisions determine the definition, operation and ownership of Intellectual Property (“IP”) in this Agreement:
   • IP means any patent, design, trade mark, copyright, know-how, trade secret or other form of intellectual property (whether protectable by registration or not) recognised in Australia and including any technology, concept, idea, data, program or other software (including, without limitation, in source and object codes), specification, formula, drawing, program, design, system, process, logo, mark, style or other matter or thing, existing or conceived, used, developed or produced by us and that we already own or create in the course of providing You the Services, or that You own and licence Us to use or that you are licenced to use and permitted to extend that use to us.
   • We own or have obtained valid and enforceable licenses to use the IP we utilise to provide the Services and produce material and content. To our knowledge, and except as would not reasonably be expected, there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property, who claim infringement of rights the hold over the Intellectual Property.
   • You warrant and declare that in relation to your IP that we use in providing the Services and producing material and content, and except as would not reasonably be expected, there are no pending or, to your knowledge, threatened action, suit, proceeding or claim by others:
     • challenging your rights in or to any Intellectual Property, and You are not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim;
     • challenging the validity, enforceability or scope of any Intellectual Property, and You are not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim; or
     • asserting that You or any of your subsidiaries infringes or otherwise violates, or would, upon the commercialisation of any material or content we produce for You under this Agreement, infringe or violate, any valid IP, and You are not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim.
     • Except as would not reasonably be expected, You and your subsidiaries have complied with the terms of any and all agreements pursuant to which IP has been licensed and/or assigned to You or any subsidiary, and all such agreements are in full force and effect.
   • Our IP remains our property at all times and that ownership does not vary or change in any way because we use it to provide You the Services and/or produce material or content. By entering the Contract on these Standard Terms, you are acknowledging that you have no right over or interest in our IP, or the IP we utilise that may be owned by a third party.

Fees and payment

1. The following general provisions apply to this Agreement:
   • Payments for each of our Services are to be paid in advance of each stage commencing.
   • Fees charged are exempt of GST and other taxes, and those taxes are identified on our invoices as additional expenses.
   • You agree to cover our GST liability for the Services We provide You and the fees We charge for same.
   • If there is a change in the scope, process, timing or order of things, We may charge additional items of fees or adjust a fee amount. We will make those changes without notice if the nature of the change is in our reasonable opinion minor.
   • Payments:
     • are payable anytime from when they are issued;
     • due no later than seven (7) days from when they are issue;
     • overdue fourteen (14) days from when they are issued; and
     • Provisions relating to Notices under this Agreement apply to this clause.
   • Disbursements that We incur are on your behalf and You agree to indemnify us for the costs of those disbursements in addition to our own fees.
   • For the sake of clarity on intention, disbursements include but are not limited to insurances, council permission applications, wardrobe costs, props, catering, talent acquisition, travel, specialised equipment hire, venue hire and cleaning services.
   • You agree that if You fail to make a payment owing to us under this Agreement whether they be fees or disbursements, We may charge you interest at two percent (2%) per annum over the cash rate set by the Reserve Bank of Australia and from the date after the day on which the payment becomes overdue.
   • A breach of this section is intended to fall within provisions of a Termination Event as defined in this Agreement.

Services Licence

1. Subject to performance by You on these Standards Terms and completion, We grant You a licence to use material or content that forms the basis of our Services, whether paid for or free, as follows:
   • The Services Licence has key terms. The Services Licence:
     • For paid material and content, is for the length of time stipulated when purchased, or if no time is stipulated, then it continues until You stop having access to the material or it is otherwise expressly revoked.
     • For free material or content, continues until the material or content is withdrawn from our website or other published form.
     • Is royalty-free.
     • Is exclusive.
     • Is not transferable.
     • Cannot be modified or adapted other than permitted at law within the Jurisdiction.
     • Cannot be commercially exploited.
     • Cannot be associated with third parties.
   • The terms of the Services Licence do not prevent Us from using the material or content as we see fit.
   • You may only use the Material in the material or digital forms or formats that we permit, and which may change from time-to-time.

Termination Events

1. Each of the following events is a Termination Event exercisable by Us and under this Agreement:
   • You fail to pay an amount owing to Us in accordance with this Agreement.
   • You fail to perform an act required of you under any term or condition of this Agreement, that in our reasonable opinion frustrates our ability to perform on this Agreement in a way that cannot be remedied, or if that remedy is a monetary amount, it is in our reasonable opinion disproportionate to the fees we otherwise charge You under this Agreement.
   • You make a representation to Us, or give Us information in connection with this Agreement, and in our reasonable opinion it is untrue or misleading in a material way that either frustrates our ability to perform on this Agreement or is detrimental to Us in any way including but not limited to our reputation, business operations or other business interests.
   • If You are a company:
     • a person is appointed over your affairs either voluntarily or by order of a court.
     • You are a party to court proceedings relating to your solvency.
   • In our reasonable opinion, You perform an act or omission that brings your reputation into disrepute that by association affects our business or business interests.
   • You breach a term of the Services Licence or permit anyone else to use our material or content that is covered by the Services Licence either directly or indirectly or by omission.
   • You attempt to assign or otherwise deal with your rights or obligations under this Agreement without our prior written consent.
   • You fail, refuse or neglect to comply with the general provisions to these Standard Terms.

Notices

1. A Notice under this Agreement has the following definition and application:
   • Any notice required or contemplated by this Agreement is deemed to have been properly given to a party if it is in writing, properly addressed and delivered personally, or mailed postage prepared addressed or by facsimile to the party at its addresses, or such other address nominated by a party in writing, or by email or other agreed online/electronic medium.
   • Any notice to be given by one party to any other must be signed by the party giving the notice or by one of its officers or its duly authorised lawyer or agent and must be hand delivered or sent by prepaid post or email to the address, or email address (as the case may be) shown at the commencement of this Agreement (or any other address, or email address that a party may notify to the other) and will be deemed sufficiently given:
   • in the case of hand delivery, on the date of delivery.
   • in the case of prepaid Express post, two (2) Business Days after being sent by prepaid Express post; or
   • in the case of email, on the day of transmission provided that the sender can give evidence of transmission and the intended recipient does not give evidence of non-receipt.

Force Majeure

1. If We cannot carry out an obligation under this Agreement either in whole or in part because of anything outside our reasonable control, including without limitation, a loss of power and/or internet services, the declaration of a national emergency or pandemic, fire, rain, flood, storm, earthquake, explosion, accident, road or rail closures, rail derailment, wharf delays, war, terrorism, sabotage, epidemic, quarantine restriction, labour dispute or shortage, act or omission of any third person or public authority (‘Force Majeure Event’), then Reload Right’s obligations under this Agreement will be suspended for the duration of the event or waived to the extent applicable.

1. Nothing in this part derivates or limits any other aspect of this Agreement, and in particular payment provisions.

Entire agreement

1. This Agreement contains the entire terms agreed between the parties. The only enforceable obligations and liabilities of the parties in relation to this Agreement are those that arise out of the terms contained in this Agreement. And any all representations, communications or prior agreements in relation to the subject matter of this Agreement superseded by this Agreement.

Severability

1. Any provision in this agreement which is invalid or unenforceable in any jurisdiction:
   • is to be read down for the purposes of that jurisdiction if possible; or
   • if cannot be read down, is to be severed to the extent of the invalidity or unenforceability for the purposes of that jurisdiction,

so as to be valid and enforceable in that jurisdiction.

Liability of parties

1. If two or more parties are included within the same defined term in this Agreement:
   • a liability of those persons under this Agreement is a joint liability of all of them and a several liability of each of them.
   • a right given to those parties under this Agreement is a right given severally to each of them; and
   • a representation, warranty or undertaking made by each of them is made by each of them in respect of
   • An individual representing a company is held in joint and severable liability to Us for that company and irrespective of whether the individual is an officer of the company as defined at law and by legislation.

Jurisdiction and governing law

1. This Agreement will be governed by the laws of the Commonwealth of Australia and the State of South Australia. The parties agree to submit to the non-exclusive jurisdiction of the Courts of the State of South Australia.

Definitions

1. The following terms apply:
   • Agreement – means the terms agreed to and recorded in this document, and on which the parties intend to be bound in a contract.
   • Business Day – means a day that banks ordinarily trade in the State of South Australia.
   • IP – is an acronym for ‘intellectual property’ and has the definition and application at clause 21 to the Agreement.
   • Jurisdiction – has the meaning and application at clause 31 to the Agreement.
   • Services Licence – is the licence granted to You and by Us to use our Services on the terms and in the ways set out at clause 23 to the Agreement.
   • Parties – means all parties to this Agreement.
   • Standard Terms – means the terms reduced to writing in this Agreement and read as totality of the terms agreed between the parties.
   • Termination Event – is one or any other of the events set out at clause 24 to the Agreement.
   • You – means the party accepting Reload Right’s Standard Terms as recorded in the Agreement.
   • We – means the trustee of the Tyler Family Trust with ABN 57 533 662 128, being the holder of the business name Reload Right and trading in that name, or any of its associated registered names at such times as those names are the property of the trustee of the Tyler Family Trust from time-to-time.

Interpretation

1. In this Agreement, unless the context otherwise requires:
   • words importing the singular meaning include the plural and vice versa where the context grammatically requires and including necessary construction of identifying the parties to this Agreement including possessive expressions such as ‘your’ and ‘our’.
   • a reference to a “person” includes a corporation and words importing one sex imports the other.
   • references to any legislation or to any provision of any legislation shall include any modification or re-enactment, or any legislation or legislative provision substituted for or corresponding or similar to, and all legislative and statutory instruments issued under such legislation or such provision.
   • a reference to a clause, paragraph, item, or schedule is a reference to a clause, paragraph, item or schedule of this Agreement.
   • a reference to a party to a document includes that party’s legal personal representatives, heirs, executors, administrators, beneficiaries, successors and permitted assigns.
   • a reference to “$” or “dollars” is to Australian currency.
   • headings and any table of contents or index are for convenience only and do not affect the interpretation of this agreement.
   • “including” and other similar words are not words of limitation.
   • general words following words describing a particular class or category are not restricted to that class or category;
   • a list of words is not intended to be exhaustive unless expressly stated to have that intention; and
   • in the event an act under this Agreement is due to be performed on a day that is not a Business Day, that act shall be performed on the next Business Day.

General provisions

1. The following provisions operate In Globo to these Standard Terms:
   • Nothing in this Agreement is to be read as excluding, restricting or modifying the application of any legislation that by law cannot be excluded, restricted, or modified.
   • Subject to the preceding subclause, any representation, warranty, condition or undertaking in relation to the performance of the Services that (but for this clause) would be implied in this Agreement by law, is excluded.
   • Any liability We may have for any failure to comply with a consumer guarantee imposed by the Australian Consumer Law, or any condition or warranty implied into this Agreement by legislation that cannot be excluded is not excluded but to the extent permitted by law is limited to (at our option) in the case of the Services:
     • re-supplying the Services; or
     • paying the cost of re-supplying the Services.
   • To the extent that our liability cannot be or is not otherwise limited according to this clause, under no circumstances will our total aggregate liability under this Agreement, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the actual amounts paid to Us by You under this Agreement.
   • You assume sole responsibility for the use of the Services in your business operations in line with the Material Licence and You hereby indemnify Us (and keep Us indemnified), our officers, employees, agents, and contractors from and against all liability, losses, actions, claims (including third party claims), demands, proceedings, awards, settlements, compensation, damages, costs and expenses, directly or indirectly arising from, or relating to:
     • Your use of, or reliance on, any part of the Services and/or the Material; or
     • any other person’s use of, or reliance on, any part of the Services and/or the Material that were provided to that person directly or indirectly by You.
     • a breach or failure to perform Your obligations under this Agreement; or
     • any wilful, unlawful or negligent act or omission by You.
   • If We are liable to You by a negligent act or omission that contributes to you suffering loss, you agree that loss is to be reduced proportionately to the extent of our negligent act or omission.
   • For the avoidance of doubt, and to the full extent permitted by law, You agree that We are not liable for:
     • Any increased costs, expenses or disbursements;
     • Special, indirect, or consequential injury, damage or expense whatsoever and howsoever arising, loss including (but not limited to) loss of opportunity and/or loss of profits, revenue, business savings, clients, contracts, revenue, interest, or goodwill, suffered or incurred by You because of the provision of the Services under this Agreement; or
     • Any loss, expense resulting from a claim by a third party or damage suffered by You or any third party due to Your negligent or improper use or of the Services and/or Services Material.
   • Failure or neglect by either party to enforce at any time any of the provisions of this Agreement is not to be construed nor deemed to be a waiver of that party’s rights under this Agreement nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that party’s rights to take subsequent action.
   • If any provision of this Agreement proves to be illegal or unenforceable for any reason, that provision is deemed omitted without affecting the remaining provisions and the remaining provisions of this Agreement shall continue in full force and effect.
   • Our failure, delay, omission, or neglect to enforce a term of this Agreement is not to be taken as a waiver of that term or our rights, or a consent to, a waiver of, or any excuse for any different, continuing, or subsequent breach.
   • You permit Us to sub-contract any Services that We provide You as We see fit.