Terms & Conditions

Preliminary

1. Swap Pay Pty Ltd (ACN 645 854 584) (we, us, or Swappay) applies the following terms and conditions to the services and products offered and made available to you on our website, “Swappay.com.au” (Terms of Service).
2. By creating an account with Swappay and continuing to use a Swappay account, you agree to be bound by the Terms of Service.
3. We reserve the right to amend the Terms of Service from time to time at our sole discretion and without prior notice. The Terms of Service, as amended from time to time, will be published on our website.
4. We will not change any terms and conditions for an existing Swappay Coin (hereafter referred to as a “Coin”) that has been issued by us; the terms and conditions that will apply to an existing Coin are the terms and conditions that applied at the time you made the Order.

Swappay user account

1. It is free to sign up to and create a user account with Swappay.
2. You are eligible to create a Swappay Account if you are over 18.
3. Once your Swappay Account is created, you will be prompted to choose and enter a secure password. You may subsequently access your Swappay Account, using your secure password, through our website.
4. By holding a Swappay Account, you agree to:
   1. ensure any information about you, including your contact details, is true, current and complete. If your information changes, you must update it through your Swappay Account via our website;
   2. provide to us in a timely manner all documentation relating to your identity, if requested by us;
   3. not use your Swappay Account for any unlawful, fraudulent or improper activity;
   4. cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on your Swappay Account;
   5. not permit others to use your Swappay Account, or allow anyone else to have or use your account password details;
   6. immediately contact us if you believe that your Swappay Account may be subject to an unauthorised transaction, account takeover or other type of fraudulent activity or security breach.
5. We may suspend or refuse service to you for any reason in our absolute discretion, including (without limitation) if:
   1. we reasonably believe you’re misusing your Swappay Account (including if your use is unacceptable, unreasonable, fraudulent, or illegal);
   2. you harass or threaten the safety and health our staff, participating retailers, or other Swappay users;
   3. you fail to comply with the Terms of Service.
6. You are responsible for maintaining the security of your Swappay Account details. We will not take responsibility for unauthorised access and use of your Swappay Account unless we have failed to take reasonable steps to prevent such unauthorised access or use.
7. You acknowledge and agree that if a Coin is applied from your Swappay Account by any person (whether with or without your authorisation) that person will be deemed to be you and for the purposes of this Terms of Service and that will not (subject to clause 2.6) affect your obligations under this Terms of Service, regardless of whether we are or at any time become aware of that or the use of your Swappay Account not being authorised by you except to the extent any use of your Swappay Account by such a person is due to our negligence, wilful misconduct or breach of this Terms of Service.

Swapping articles of clothing for Swappay Coins

1. In this clause, the expression “wearable condition” means, in relation to an article of clothing, an article of clothing which is not in a faulty, stained or damaged condition and is suitable for donation to charities and not-for-profit organisations.
2. You may use your Swappay Account to generate a free shipping label. We will pay the costs of shipping for a Package.
3. You must provide us with five (5) articles of clothing in wearable condition in each Package marked with a free shipping label.
4. You are solely responsible for ensuring that any article of clothing you dispatch to us in a Package arrives at our collection centre in substantially identical condition to its condition at the time you dispatched a Package.
5. You may only request and ship to us one Package at a time. You may request an additional free shipping label once we receive your previous Package and complete the processing of Coins for your Swappay Account.
6. We will not accept the following articles of clothing in exchange for a Coin:
   1. an article of clothing which is not in wearable condition;
   2. an article of clothing which is contaminated with any toxic or biohazardous matter;
   3. an article of clothing for which you did not own or were not authorised to provide to us by the owner of such clothing.
7. We reserve the right to assess and determine in our absolute discretion whether or not an article of clothing is in wearable condition at the time your Package is received by us at our collection centre. Our assessment and determination as to whether an article of clothing is in wearable condition is final and binding on you and Swappay.
8. You may not make a claim against us for any assessment and determination we make in relation to whether an article of clothing is not in wearable condition.
9. If we assess and determine one or more articles of clothing are not in wearable condition or is missing from a Package:
   1. we will notify you by email as to which articles of clothing were determined to not be in wearable condition or were missing from a Package;
   2. you will not receive a Coin for any article of clothing not in wearable condition or missing from a Package;
   3. we will dispose of any article of clothing which we assess and determine is not in wearable condition in the most environmentally sustainable manner available to us;
   4. you must provide us with one or more replacement articles of clothing in wearable condition in your next Package to make up for any article of clothing which is not in wearable condition or was missing from a Package.

Warranty, indemnity, and release

1. We do not warrant or guarantee any of the following matters:
   1. that any article of clothing which you provide us using a free shipping label will arrive at collection centre in the same condition in which such items are dispatched to us;
   2. that any particular article of clothing you provide us will be assessed and determined by us to be in wearable condition;
   3. that a Participating Retailer will accept a Coin for any particular article of clothing offered for sale by the Participating Retailer or the monetary value which a Participating Retailer will accept for a Coin.
2. You warrant that you are the owner of each article of clothing or are otherwise authorised by the owner of such article of clothing to dispatch said article of clothing to us.
3. You hereby indemnify us and agree to keep us indemnified from any claim, dispute, damages, loss or liability in relation to any breach of your warranty in clause 4.2 as to the providence of any articles of clothing which you send to us.
4. You hereby permanently and irrevocably release us from any claim, dispute, damages, loss or liability (including Tax or GST) in relation to:
   1. any damage or loss to any article of clothing which you dispatch to us during the transportation of a Package to our collection centre;
   2. our determination as to whether an article of clothing is in wearable condition and our decision to dispose of an article of clothing;
   3. unavailability of items offered by a Participating Retailer;
   4. any dispute you have with a Participating Retailer as to the value of a Coin or the discontinuance of a Participating Retailer in the Swappay Partnership;
   5. our refusal to issue a Coin in respect of an article of clothing which we determine is not in wearable condition;
   6. the sale, trade, disposal or other dealing of Coins between you and any other person;
   7. any fraudulent redemption of Coins by an unauthorised person, except where such loss is due to our negligence, wilful misconduct or breach of this Terms of Service.

Coins

1. We will credit your Swappay Account with one (1) Coin for each article of clothing in a Package which we assess and determine to be in wearable condition.
2. Swappay will not charge you a fee to use a Coin.
3. Coins issued by Swappay will not expire.
4. Coins are transferable to other Swappay users.
5. If a purchase you make from a Participating Retailer using a Coin is subsequently refunded by the Participating Retailer, we will credit your Swappay Account with the Coin used in connection with the refunded transaction.
6. You may sell Coins held in your Swappay Account to other persons. Any transfer of Coins between Swappay Accounts to give effect to a sale of your Coins must be conducted using our website.
7. If the account holder of a Swappay Account passes away, a family member or a person who shares their home address can contact us to arrange a transfer of the remaining Coins within 12 months.
8. You acknowledge and agree that:
   1. a Participating Retailer which participates in the Swappay Program may determine the value of a Coin at the Participating Retailer’s absolute discretion;
   2. Swappay makes no express warranty as to the value of a Coin accepted by a Participating Retailer or the availability, suitability, quality, or reliability of Swapped Goods.

Forfeiture of Coins

1. We reserve the right to cancel any Coin at our absolute and sole discretion in the event we determine that:
   1. a Coin was issued to you for an article of clothing which you provided to us in breach of your warranty in clause 4.2;
   2. you have abused, harassed or intimidated any of our staff or any other Swappay user;
   3. you have published offensive material in the public domain which we consider is injurious to our reputation or commercial interests;
   4. your account is or may be connected with criminal, money laundering, or other unlawful activity.

Consumer Rights

1. As a consumer, you have certain rights under consumer protection legislation (“Consumer Rights”). These Consumer Rights include:
   1. statutory guarantees under the Australian Consumer Law that goods will be of acceptable quality, match their description and be fit for any purpose made known to the consumer, and that services supplied will be provided with due care and skill and be reasonably fit for any specified purpose. When a statutory guarantee is breached, consumers are entitled to a range of remedies including, in some cases, damages for reasonably foreseeable losses; and
   2. non-excludable implied warranties that financial services will be provided with due care and skill and that the services and any materials supplied in connection with them will be fit for any specified purpose.
2. The Australian Consumer Law will prevail to the extent of any inconsistency between the Australian Consumer Law and a provision in this Terms of Service.

Marketing

1. You agree to receive marketing communications from Swappay and our Participating Retailers.
2. You can change your marketing preferences at any time.

Your information

1. You agree to let us collect, use and disclose your information in accordance with our Privacy Statement and this Terms of Service.

Governing law and jurisdiction

1. This Terms of Service is governed by the laws of the State of New South Wales, Australia.

Definitions

1. In this Terms of Service:
   1. GST has the same meaning that expression is given in the A New Tax System (Goods and Services Tax) Act 1999, as amended.
   2. Package means a package of five (5) articles of clothing sent by you to one of our collection centres in connection with your Swappay Account.
   3. Participating Retailer means a retailer which is participating in the Swappay Program.
   4. Service means the Swappay service where you provide us with articles of clothing in exchange for a Coin issued to your Swappay Account.
   5. Swapped Goods means any article of clothing which a Participating Retailer agrees to supply you in exchange for a Coin and cash.
   6. Swappay Account means an account that Swappay creates to uniquely identify you and to enable you to use our Service.
   7. Swappay Coin and Coin means a digital token issued by Swappay to you (or transferred to you by another user account of Swappay).
   8. Swappay Program means an arrangement between Swappay and Participating Retailers in which Coins credited to a Swappay Account may be applied towards the purchase of articles of clothing offered to you by Participating Retailers.
   9. Tax means all forms of taxes, duties, excise, surcharge, contribution, imposts, charges, withholdings, rates, levies or other governmental impositions whether direct or indirect, of whatever nature and by whatever authority imposed, assessed or charged together with all costs, charges, fees, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to the imposition and Taxation has a corresponding meaning.