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Promotional Products - Terms and Conditions - Merchandise Up

Our Terms & Conditions

Last updated: July 2026

These Terms and Conditions apply to quotations, orders and purchases supplied by Merchandise Up.

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Please read these Terms carefully before accepting a quotation, approving artwork, submitting an order or making payment. They contain important information about pricing, artwork approvals, customised goods, production, delivery, cancellations, faults and liability.

Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.

 

If you do not understand these Terms and Conditions or if you have any questions, please contact us.

definitions

1.  Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time.

2. Artwork Proof means the digital representation prepared for your approval showing the proposed product, artwork, branding position, branding method and other relevant order details.

3. Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.

4. Customised Goods means products manufactured, printed, engraved, embroidered, decorated, assembled, packaged or otherwise prepared according to your specifications.

5. Delivery Address means the delivery location stated in our Order Confirmation.

6. Force Majeure Event means an event outside a party’s reasonable control that prevents or materially delays performance. This may include natural disasters, fire, flood, severe weather, epidemic, pandemic, war, civil unrest, industrial action, government restrictions, customs delays, supply chain interruption, material shortages, carrier disruption, port closure, power failure, or major technology or system failure.

7. Goods means the products described in an accepted Quotation or Order Confirmation.

8. GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9. Order means your request to purchase Goods or services from us.

10. Order Confirmation means our written confirmation that we have accepted your Order.

11. Price means the amount payable for the Goods and associated services, excluding GST unless expressly stated otherwise.

12. Quotation means a written price proposal issued by us.

13. Website means merchandiseup.com.au and its related pages.

Application of these Terms

These Terms apply to every Quotation and Order unless we expressly agree to different terms in writing.

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By accepting a Quotation, submitting an Order, approving an Artwork Proof, paying an invoice or instructing us to proceed, you confirm that:

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  1. you have read and accepted these Terms;

  2. you are authorised to place the Order on behalf of the named customer; and

  3. the information you have supplied is accurate and complete.

 

An automated email confirming receipt of an enquiry or form submission does not mean we have accepted an Order.

If another person, agency, or intermediary places an Order on behalf of an end client, the person or organisation placing the Order remains responsible for complying with these Terms and for paying all amounts due, unless we expressly agree otherwise in writing.​​

Quotations and website pricing

Prices displayed on our Website are indicative and may change without notice before we issue or accept a Quotation.

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Unless stated otherwise:

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  1. product prices are shown per unit;

  2. setup fees are charged separately;

  3. prices exclude GST;

  4. prices are based on the stated product, quantity, colour, branding method, branding position and artwork requirements;

  5. prices may differ for another quantity or specification; and

  6. additional branding colours, positions or methods may attract additional fees.

 

Website prices may be based on particular branding inclusions. You should review the applicable product information or Quotation to confirm what is included.

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A written Quotation remains valid for the period stated in that Quotation. If no validity period is stated, it remains valid for 14 days from its issue date, subject to stock availability, supplier pricing and any obvious typographical or calculation error.

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We may correct an obvious error in a Website price, Quotation or invoice before accepting the Order. If an error is discovered after payment but before production, we will explain the error and give you the option to:

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  1. proceed at the corrected Price; or

  2. cancel the affected item and receive a refund of the amount paid for it.

 

We will not change an agreed Price after accepting your Order unless:

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  1. you request a change;

  2. information provided by you was incomplete or inaccurate;

  3. the artwork requires additional work not reasonably identifiable when quoted;

  4. additional freight, customs or delivery requirements arise from information not previously disclosed; or

  5. another additional charge is agreed with you in writing.

 

We will obtain your approval before proceeding with any material additional charge.

Setup and artwork charges

Setup fees cover the preparation of artwork and production files and may also cover activities such as machine setup, calibration, print screens, plates, tooling, embroidery digitisation or digital proofs.

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A separate setup fee may apply to each:

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  1. product;

  2. artwork design;

  3. branding position;

  4. branding method;

  5. print colour; or

  6. supplier or production facility.

 

Different products may require separate setup even when the same logo is used.

 

Artwork redraw, recreation, typesetting, formatting or design work may attract an additional fee. We will advise you where reasonably practicable before completing chargeable artwork work.

 

Setup and artwork fees are generally non-refundable once the relevant work has begun, except where required by law or where we agree otherwise.

Placing and accepting an Order

An Order submitted by you is an offer to purchase the stated Goods.

 

A binding contract is formed when we:

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  1. issue an Order Confirmation accepting the Order; or

  2. commence production with your authority,

 

whichever occurs first.

 

Acceptance remains subject to:

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  1. current stock availability;

  2. production capacity;

  3. supplier confirmation;

  4. artwork suitability;

  5. achievable branding;

  6. delivery requirements;

  7. the agreed Price; and

  8. receipt of any required payment and Artwork Proof approval.

 

If we cannot accept an Order after receiving payment, we will offer a reasonable alternative or refund the amount paid for the unavailable Goods.

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Unless expressly agreed otherwise, the order of priority for resolving an inconsistency is:

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  1. the Order Confirmation;

  2. the accepted Quotation;

  3. the approved Artwork Proof;

  4. these Terms; and

  5. general Website content.

 

An Artwork Proof controls the visual branding details shown on it but does not override an expressly stated product specification, quantity, Price or delivery condition unless we confirm the change in writing.

Product information

We take reasonable care to ensure product descriptions, photographs, dimensions, capacities, colours and specifications are accurate.

 

However:

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  1. photographs and digital mock-ups are illustrative;

  2. colours may vary between screens and physical products;

  3. dimensions, weights and capacities may be approximate;

  4. minor manufacturing variations may occur;

  5. packaging may change without notice;

  6. natural materials may vary in texture, grain, colour and finish; and

  7. recycled materials may show minor variations or inclusions consistent with their composition.

 

A minor variation that does not materially affect the Goods’ identity, function or overall quality will not ordinarily constitute a defect.

We will not knowingly substitute a materially different product without your approval.

Payment Methods

Samples

Samples may be available on request.

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Unless expressly stated otherwise:

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  1. sample charges and freight are payable by you;

  2. samples may be supplied blank or with generic branding;

  3. sample availability is subject to stock;

  4. samples are non-returnable unless agreed before dispatch; and

  5. production Goods may show reasonable batch, colour, material or branding variations from a sample.

 

A sample helps you assess the general product but does not guarantee an identical result across every unit or future production batch.

 

Where product colour, texture, dimensions, fit or function is particularly important, we recommend requesting a physical sample before placing a full Order.

Artwork requirements

Preferred artwork formats include vector files such as AI, EPS or editable PDF.

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High-resolution raster artwork may be suitable for some branding methods. Unless otherwise advised, raster images should generally be supplied at a minimum resolution of 300 dpi at the intended print size.

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If supplied artwork is unsuitable, we may request another file or offer artwork recreation or redraw services for an additional fee.

 

You are responsible for supplying artwork that:

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  1. is accurate;

  2. is complete;

  3. is of suitable quality;

  4. uses the correct logo version;

  5. contains the correct spelling and contact details; and

  6. may lawfully be reproduced.

 

We are not responsible for delays caused by missing, unsuitable or late artwork.

Artwork Proofs and approval

We will generally provide an Artwork Proof before production, except where an exact repeat Order is processed using previously approved artwork and you have asked us to proceed without a new proof.

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The Artwork Proof is intended to show the proposed branding placement and general appearance. It may not precisely represent physical product colour, print colour, scale, texture, curvature, engraving depth or production finish.

 

Before approving an Artwork Proof, you must carefully check:

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  1. product name and colour;

  2. ordered quantity;

  3. logo and artwork version;

  4. spelling, punctuation and contact details;

  5. branding method;

  6. branding position;

  7. branding size and orientation;

  8. print or thread colours;

  9. any names, numbers or variable information; and

  10. any other details shown.

 

Your approval authorises us to proceed according to the approved Artwork Proof.

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We are not responsible for an error that was clearly shown on an Artwork Proof approved by you.

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This does not apply where:

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  1. the Goods do not materially match the approved Artwork Proof;

  2. our production partner or we introduce an error after approval;

  3. we make an unapproved change; or

  4. the issue results from our failure to exercise reasonable care and skill.

 

Once an Artwork Proof has been approved, changes may not be possible. Where a change can be accommodated, additional artwork, setup, production or administration charges may apply.

 

A requested change is not effective until we confirm it in writing.

Branding colours and production results

We will use reasonable efforts to achieve a professional branding result consistent with the approved specifications.

 

Exact colour matching is not always possible. The final result may be affected by:

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  1. the product’s material and base colour;

  2. ink or thread availability;

  3. the branding method;

  4. surface texture;

  5. coatings and finishes;

  6. the opacity of the selected colour;

  7. machinery and curing processes;

  8. production batch; and

  9. lighting and screen calibration.

 

Where a Pantone Matching System colour is supplied, we will seek to match it as closely as reasonably achievable using the selected production process. Unless expressly confirmed in writing, PMS references are approximate and an exact match is not guaranteed.

 

CMYK, digital and full-colour printing reproduce colours through process values and may not exactly reproduce a PMS colour, screen colour or previously printed item.

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White or light colours printed onto dark products may appear less opaque. A white base layer, additional print pass or alternative branding method may be recommended and may attract an additional charge.

 

Embroidery colours are limited to available thread colours and may not exactly match printed PMS references.

 

Laser engraving exposes or alters the underlying product surface. The resulting colour and contrast depend on the material and cannot always be precisely predicted.

Product and branding tolerances

Customised manufacturing may involve minor variations between units.

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Unless a stricter specification is expressly agreed in writing, reasonable industry tolerances may apply to:

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  1. branding position;

  2. branding dimensions;

  3. product dimensions;

  4. colour and finish;

  5. engraving depth;

  6. embroidery alignment;

  7. print registration;

  8. material texture; and

  9. packaging.

 

These tolerances do not excuse a material failure to supply Goods consistent with the agreed specifications.

Repeat Orders

A repeat Order is treated as a new production run.

 

Although we will use reasonable efforts to reproduce a previous result, we cannot guarantee that a repeat Order will be identical because:

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  1. products may come from another production batch;

  2. product colours or materials may vary;

  3. machinery, inks, threads or production processes may change;

  4. supplier specifications may be updated; and

  5. previously used stock may no longer be available.

 

You should tell us before ordering if consistency with a previous Order is critical.

 

Where a new Artwork Proof is not supplied for an exact repeat Order, you authorise us to use the previously approved production artwork and specifications identified in the Order Confirmation.

Stock availability and substitutions

Stock availability is not guaranteed until it has been confirmed and, where applicable, allocated to your Order.

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Stock levels can change quickly, including between the time a Quotation is issued and payment or Artwork Proof approval is received.

 

If an item becomes unavailable, we may offer:

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  1. another colour;

  2. an alternative product;

  3. a revised production timeframe; or

  4. a refund for the unavailable item.

 

We will not supply a materially different substitute without your written approval.

 

We are not liable for stock becoming unavailable before we accept your Order, but we will refund amounts paid for Goods we cannot supply if no acceptable alternative is agreed.

Minimum order quantities and quantity variations

Minimum order quantities may apply and vary by product, colour, branding method or supplier.

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Where a requested quantity falls between published pricing tiers, the Price may be calculated using the next applicable tier or a separately quoted unit price.

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Certain manufacturing processes may result in a small overrun or underrun. We will disclose any anticipated quantity tolerance before accepting the Order where the relevant supplier applies one.

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You will not be charged for an overrun unless:

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  1. the possibility and applicable tolerance were disclosed before the Order was accepted; or

  2. you approve the additional quantity.

 

Where fewer units are supplied than ordered, we will refund or credit the Price of the shortfall unless replacement units are supplied within a reasonable time.

Payment

Unless we agree otherwise in writing, full payment is required before production begins.

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Payment is considered received when cleared funds are available to us.

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We may delay production, withhold dispatch or suspend work until payment is received.

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Any stated production or delivery timeframe begins only after we have received:

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  1. cleared payment;

  2. Artwork Proof approval;

  3. all required information; and

  4. confirmation of any other condition stated in the Order Confirmation.

 

If credit terms have been approved in writing, invoices must be paid by the due date.

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To the extent permitted by law, you may be responsible for reasonable costs we incur recovering an overdue undisputed amount.

 

You must not withhold payment of an undisputed amount because another amount is disputed.

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Title to the Goods passes to you only after we have received full payment for those Goods.

Changes to an Order

Requests to change an Order must be made in writing.

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A change is not accepted until we confirm it in writing.

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A requested change may affect:

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  1. Price;

  2. setup fees;

  3. stock availability;

  4. artwork;

  5. production time;

  6. delivery arrangements; and

  7. the ability to meet a required deadline.

 

We will advise you of material additional costs or timing changes before proceeding where reasonably practicable.

 

If production has begun, a change may be impossible or may require the affected Goods to be reproduced at your cost.

Cancellations

Because many Goods are customised or ordered specifically for you, cancellation rights are limited once work has begun.

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Before we accept the Order, you may withdraw it without a cancellation fee, although you remain responsible for separately authorised artwork, sampling or design work already completed.

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After we accept the Order but before artwork or production work begins, we will refund amounts paid less reasonable non-recoverable costs already incurred specifically for the Order.

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After artwork, setup, procurement or production work begins, you are responsible for reasonable costs already incurred, including where applicable:

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  1. artwork and design work;

  2. setup and tooling;

  3. samples;

  4. reserved or purchased stock;

  5. supplier cancellation charges;

  6. production already completed;

  7. customised packaging; and

  8. freight or administration costs directly associated with the cancellation.

 

After Artwork Proof approval or production commencement, cancellation may not be possible.

 

Where cancellation is possible, we will provide reasonable details of material non-recoverable costs on request.

 

Nothing in this clause limits a cancellation or refund right that cannot lawfully be excluded.

Production timeframes

Production timeframes are estimates unless we expressly confirm in writing that a specific production or delivery date is guaranteed.

 

The estimated production period starts only after all required conditions have been satisfied, including:

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  1. receipt of cleared payment;

  2. Artwork Proof approval;

  3. confirmation of stock;

  4. receipt of final data or artwork; and

  5. approval of any required sample.

 

Production timeframes generally do not include:

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  1. artwork preparation;

  2. time awaiting your feedback or approval;

  3. weekends or public holidays;

  4. freight and delivery time;

  5. customs clearance;

  6. delays caused by a requested change; or

  7. delays outside our reasonable control.

 

We will use reasonable efforts to meet the advised timeframe and will notify you if we become aware of a material delay.

 

You must tell us before placing the Order if delivery by a particular date is essential.

Urgent and express Orders

Express or urgent production may be available for selected products and may attract an additional charge.

 

An express production timeframe remains subject to:

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  1. stock availability;

  2. artwork suitability;

  3. timely approval;

  4. production capacity;

  5. cleared payment; and

  6. carrier availability.

 

Express production does not automatically mean guaranteed delivery by a particular date.

 

A delivery date is guaranteed only where we expressly confirm this in writing.

Delivery and freight

Unless stated otherwise in the accepted Quotation, standard delivery to one nominated Australian business address is free of charge.

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Additional charges may apply for:

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  1. split deliveries and multiple delivery locations;

  2. timed delivery;

  3. after-hours delivery;

  4. express freight;

  5. tailgate, forklift or special unloading requirements;

  6. redelivery;

  7. storage;

  8. incorrect or incomplete delivery details; or

  9. delivery outside Australia.

 

We will advise known additional freight charges before proceeding where reasonably practicable.

 

Delivery dates are estimates unless expressly guaranteed in writing.

 

We may use third-party carriers and may dispatch an Order in more than one shipment.

 

You must provide a complete delivery address, contact name, telephone number and any relevant delivery instructions.

 

We are not responsible for delay, loss or additional charges caused by inaccurate delivery information provided by you.

Delivery acceptance and authority to leave

You authorise delivery to the nominated Delivery Address.

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Delivery may be accepted by an employee, receptionist, mailroom, loading dock, contractor or other person reasonably appearing to have authority at that address.

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Where you provide an authority to leave or request unattended delivery:

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  1. the carrier may leave the Goods without obtaining a signature;

  2. risk passes when the Goods are left in accordance with those instructions; and

  3. we are not responsible for loss or theft occurring after compliant delivery.

 

If delivery cannot be completed, redelivery and storage charges may apply.

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You should not nominate an unattended location for high-value or time-sensitive Goods unless you accept the associated risk.

Risk and title

Risk in the Goods passes to you when:

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  1. the Goods are delivered to the nominated Delivery Address;

  2. the Goods are left in accordance with your authority-to-leave instruction; or

  3. you or your nominated carrier collects the Goods,

 

whichever occurs first.

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Title to the Goods passes only after we receive full payment.

 

Where you arrange your own carrier, risk passes when the Goods are handed to that carrier.

Delivery delays

We will use reasonable efforts to meet estimated and agreed delivery timeframes.

 

We are not responsible for delays caused by:

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  1. late payment;

  2. late Artwork Proof approval;

  3. unsuitable or incomplete artwork;

  4. changes requested by you;

  5. incorrect delivery information;

  6. recipient unavailability;

  7. customs or border processing;

  8. carrier disruption; or

  9. a Force Majeure Event,

 

provided we act reasonably and take reasonable steps to minimise the impact.

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Where we expressly confirm in writing that a delivery date is essential and we become aware that it cannot be met, we will discuss reasonable alternatives with you. Depending on the circumstances and applicable law, these may include:

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  1. an alternative product;

  2. partial delivery;

  3. revised freight;

  4. credit;

  5. cancellation of the affected Goods; or

  6. refund of the affected amount.

 

A delay does not automatically entitle you to retain both the Goods and receive a full refund.

Inspection of Goods

Please inspect the Goods promptly after delivery.

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Notify us as soon as reasonably possible if you identify:

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  1. transit damage;

  2. an incorrect product;

  3. a quantity discrepancy;

  4. a material branding error; or

  5. another apparent fault.

 

Where practical, we ask that visible delivery damage or quantity discrepancies be reported within seven days. Prompt notice assists us in preserving evidence and making a carrier or supplier claim.

 

This requested timeframe does not limit any right or remedy available under the Australian Consumer Law or another applicable law.

 

Do not dispose of affected Goods, packaging or delivery labels until we confirm they are no longer required for assessment.

Faults, defects and claim assessment

If you believe the Goods are faulty or do not materially match the accepted Order, contact us at welcome@merchandiseup.com.au.

 

Please provide, where reasonably available:

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  1. your Order or invoice number;

  2. a description of the issue;

  3. the quantity affected;

  4. clear photographs or video;

  5. photographs of outer packaging and delivery labels;

  6. the date the issue was discovered; and

  7. any other information reasonably required to assess the claim.

 

We may reasonably request:

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  1. additional photographs;

  2. a representative sample;

  3. inspection of the Goods;

  4. return of affected Goods; or

  5. information from the relevant production partner or carrier.

 

You must not return, abandon or refuse Goods without contacting us unless reasonably necessary to protect your legal rights.

 

Where a return is approved, we will provide instructions. We will pay reasonable return costs where the Goods are confirmed to have a failure for which we are responsible or where required by law.

 

Our internal assessment process does not limit your statutory rights.

Change-of-mind returns

Unless we agree otherwise, we do not accept change-of-mind returns for:

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  1. Customised Goods;

  2. Goods ordered or sourced specifically for you;

  3. Goods produced in an approved colour, size or configuration;

  4. food, confectionery or other perishable Goods;

  5. opened hygiene-sensitive Goods; or

  6. Goods that cannot reasonably be resold.

 

This restriction does not apply where the Goods are faulty, not as described or otherwise subject to a right or remedy that cannot lawfully be excluded.

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For eligible non-customised Goods, any agreed change-of-mind return may be subject to:

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  1. prior written approval;

  2. return within the agreed period;

  3. Goods being unused and in resalable condition;

  4. original packaging;

  5. return freight paid by you; and

  6. reasonable supplier restocking or handling charges disclosed before the return is accepted.

Australian Consumer Law

Our Goods and services may come with guarantees that cannot be excluded under the Australian Consumer Law.

 

Nothing in these Terms excludes, restricts or modifies:

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  1. a consumer guarantee;

  2. a statutory right or remedy; or

  3. any liability that cannot lawfully be excluded, restricted or modified.

 

Where the Australian Consumer Law applies, and the Goods have a major failure, you may be entitled to reject the Goods and choose a refund or replacement, as well as compensation for reasonably foreseeable loss or damage where applicable.

 

Where a failure is not major, we may be entitled to repair or replace the Goods within a reasonable time. If we do not do so, further remedies may be available under the Australian Consumer Law.

 

Any timeframes, assessment procedures or return requirements in these Terms are subject to these non-excludable rights.

Plants, seeds and natural-growth products

Where Goods contain seeds, plants or materials intended for germination or growth, results may depend on factors outside our control, including:

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  1. storage;

  2. age and handling;

  3. planting method;

  4. soil;

  5. temperature;

  6. light;

  7. moisture;

  8. weather;

  9. climate;

  10. pests;

  11. recipient care; and

  12. natural seed viability.

 

Germination or growth results are not guaranteed.

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We will use reasonable care to supply the product described and will not exclude any right relating to a product that was faulty, materially misdescribed or otherwise failed to comply with a non-excludable guarantee at the time of supply.

 

Where growth performance is important, we recommend requesting and testing a sample before committing to a full Order.

Food and confectionery

Food and confectionery products may contain or come into contact with allergens.

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You are responsible for reviewing and communicating applicable ingredient, allergen, storage and consumption information to recipients.

 

Product ingredients, packaging and allergen statements may change. Current manufacturer information should be checked before distribution where allergies or dietary requirements are relevant.

 

We do not warrant that a product is suitable for a particular dietary, medical or allergy requirement unless we expressly confirm this in writing based on current supplier information.

 

Food products must be stored and distributed according to applicable instructions.

Apparel sizing

Apparel sizes may vary between brands, styles and production batches.

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Size descriptions are guides only. Where fit is important, we recommend reviewing the specific size chart and requesting samples or fitting garments before ordering.

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Customised apparel cannot generally be exchanged because the selected size does not fit unless:

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  1. the item was supplied in a different size from the approved Order;

  2. the item materially differs from the applicable size specification; or

  3. another non-excludable right applies.

Intellectual property

You retain ownership of intellectual property you supply to us.

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You grant us a non-exclusive, royalty-free licence to use, reproduce, adapt and provide that material to our employees, contractors, suppliers and production partners solely to:

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  1. prepare quotations and proofs;

  2. produce and deliver your Order;

  3. provide related customer service;

  4. maintain production records; and

  5. comply with legal obligations.

 

You warrant that:

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  1. you own the supplied artwork and intellectual property; or

  2. you have all permissions required for us to use it to fulfil the Order.

 

You indemnify us against a third-party claim that our authorised use of material supplied by you to fulfil the Order infringes that third party’s intellectual-property rights, except to the extent the claim results from:

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  1. our unauthorised alteration or use;

  2. our failure to follow your approved instructions; or

  3. our negligence or wilful misconduct.

 

We will notify you within a reasonable time after becoming aware of such a claim and provide reasonable cooperation.

 

Neither party may settle a claim in a way that admits liability on behalf of the other without that party’s consent.

 

We will not knowingly reproduce material that appears unlawful, defamatory, discriminatory, offensive or infringing, and we may decline or cancel an affected Order. If we do so, we will refund amounts paid for work not completed, less reasonable costs already incurred.

Portfolio and promotional use

We will not publicly display your confidential artwork, logo, campaign or finished Goods for our own marketing without your permission.

 

Where you give permission, you grant us a non-exclusive licence to photograph and display the approved material in our Website, social media, portfolio and marketing communications.

 

You may withdraw permission for future use by contacting us. Withdrawal will not require us to recall printed materials already produced, but we will take reasonable steps to discontinue future digital use.

Confidentiality

Each party must keep the other party’s confidential information confidential and use it only for the purpose for which it was disclosed.

 

This obligation does not apply to information that:

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  1. is already public through no breach of these Terms;

  2. was lawfully known to the receiving party;

  3. is independently developed;

  4. is lawfully received from another source;

  5. must be disclosed by law; or

  6. must be disclosed to a professional adviser, insurer, contractor or supplier who has a legitimate need to know.

 

We may disclose Order information to suppliers, factories, couriers and service providers to the extent reasonably necessary to quote, manufacture, process and deliver your Order.

Privacy

We handle personal information in accordance with applicable privacy laws and our Privacy Policy.

 

We may collect and use personal information to:

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  1. respond to enquiries;
  2. prepare Quotations;
  3. process Orders and payments;
  4. prepare artwork;
  5. arrange production and delivery;
  6. provide customer service;
  7. manage complaints;
  8. maintain business records;
  9. prevent fraud;
  10. comply with legal obligations; and
  11. send marketing communications where permitted.

 

We may disclose relevant personal information to suppliers, production partners, couriers, payment providers, technology platforms and professional advisers where reasonably necessary.

 

Please refer to our separate Privacy Policy for more information about how personal information is collected, used, stored and disclosed and how to request access, correction or make a complaint.

Force majeure

A party is not liable for delay or failure to perform an obligation to the extent caused by a Force Majeure Event, provided that party:

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  1. notifies the other party as soon as reasonably practicable;

  2. explains the expected impact where known; and

  3. takes reasonable steps to reduce the delay or failure.

 

Payment obligations for Goods or services already supplied are not suspended by a Force Majeure Event.

 

If a Force Majeure Event prevents a material obligation from being performed for more than 30 days, either party may terminate the affected part of the Order by written notice.

 

On termination, we will refund amounts paid for Goods or services not supplied, less reasonable and non-recoverable costs already incurred specifically for the Order, including completed Customised Goods, approved artwork, setup and production costs, to the extent permitted by law.

 

We will provide reasonable details of material deductions on request.

Limitation of liability

Nothing in this clause limits a liability or remedy that cannot lawfully be limited.

 

To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, including loss of profit, revenue, opportunity, anticipated savings, goodwill or business interruption.

 

This exclusion does not apply to the extent that liability arises from:

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  1. fraud;

  2. wilful misconduct;

  3. breach of confidentiality;

  4. infringement of intellectual-property rights;

  5. personal injury or death;

  6. damage to tangible property; or

  7. a right or liability that cannot lawfully be excluded.

 

To the maximum extent permitted by law, our aggregate liability arising from an Order is limited to the total amount paid or payable for the affected Goods under that Order.

 

The limitation above does not apply where applying it would be unlawful or unfair under applicable legislation.

 

Each party must take reasonable steps to minimise any loss it suffers.

Reliance on delivery deadlines and special requirements

You must tell us in writing before accepting a Quotation if:

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  1. the Goods are required for a particular event or essential deadline;

  2. delay would cause significant loss;

  3. the Goods must comply with a procurement policy;

  4. ethical sourcing certification is required;

  5. a particular material composition is essential;

  6. Goods must satisfy a specific safety, accessibility or industry standard;

  7. a product will be used by children;

  8. a product will contact food or drink in a particular way; or

  9. another special requirement applies.

 

We are not responsible for an undisclosed special requirement that would not reasonably be apparent from the ordinary use of the Goods.

 

Any sourcing, sustainability, compliance or certification representation applies only where expressly confirmed for the selected product and production batch.

Responsible sourcing and sustainability information

We aim to provide accurate information based on information supplied by manufacturers and production partners.

 

Terms such as recycled, reusable, biodegradable, compostable, Australian-made, organic, carbon neutral or ethically sourced may have product-specific qualifications.

 

Unless expressly stated otherwise:

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  1. sustainability information relates only to the identified product or component;

  2. packaging, branding materials and accessories may have different attributes;

  3. claims may depend on supplier certification or declarations;

  4. disposal outcomes depend on available facilities and local conditions; and

  5. recycled-content percentages may vary within stated tolerances.

 

Tell us before ordering if documentary evidence, certification, modern-slavery information or a particular procurement requirement is mandatory. Availability of such information may depend on the supplier and product selected.

Subcontracting

We may engage suppliers, factories, decorators, couriers, technology providers and other contractors to perform parts of an Order.

 

Our use of a subcontractor does not remove responsibilities that we owe you under the contract or applicable law.

Complaints and dispute resolution

Contact us promptly if you have a complaint or dispute.

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The parties must first use reasonable efforts to resolve the matter through good-faith discussion.

 

A written dispute notice should include:

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  1. the Order number;

  2. the relevant facts;

  3. supporting documents;

  4. the outcome sought; and

  5. contact details for the person authorised to resolve the matter.

 

If the dispute is not resolved through ordinary customer service, either party may request escalation to a senior representative.

 

The parties may agree to participate in mediation before commencing court proceedings.

 

This clause does not prevent either party from:

 

  1. seeking urgent interlocutory or injunctive relief;

  2. referring a matter to a regulator or tribunal;

  3. exercising a statutory right; or

  4. commencing proceedings where necessary to preserve a limitation period.

Electronic communications

You consent to receiving quotations, invoices, proofs, confirmations, notices and other communications electronically.

 

You are responsible for checking the email address supplied to us, including junk, spam and promotions folders.

 

An electronic communication is treated as received when it becomes capable of being retrieved at the recipient’s nominated email address, unless the sender receives an automated failure notification.

 

You must notify us if your contact details change.

Notices

A formal notice under these Terms must be sent:

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  1. by email to the address used for the Order or another nominated address; or

  2. by prepaid post to the nominated business address.

 

Notices to Merchandise Up may be sent to:

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Email: welcome@merchandiseup.com.au
Postal address: PO Box 2053, Brighton Eventide QLD 4017

New Zealand and international Orders

Website pricing and standard delivery inclusions primarily apply to Australian Orders unless expressly stated otherwise.

 

For Goods delivered outside Australia:

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  1. freight is quoted separately unless expressly included;

  2. prices are in Australian dollars unless another currency is stated;

  3. you are responsible for customs duties, import taxes and local charges unless expressly included;

  4. delivery is subject to customs and border processing;

  5. additional restrictions may apply to food, seeds, wood, plant materials, batteries and other regulated products; and

  6. you are responsible for confirming that the Goods may lawfully be imported and used at the destination.

 

Nothing in these Terms excludes any mandatory right under the law applicable to the transaction.

Changes to these Terms

We may update these Terms by publishing a revised version on our Website.

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The Terms that apply to an accepted Order are those in effect when the Order is accepted, unless:

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  1. a change is required by law; or

  2. both parties agree to the change in writing.

 

An update to the Website does not retrospectively alter an existing accepted Order.

General provisions

Entire agreement

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The accepted Quotation, Order Confirmation, approved Artwork Proof and these Terms record the agreement concerning the Order.

 

This does not exclude liability for misleading or fraudulent conduct or another liability that cannot lawfully be excluded.

 

No waiver

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A failure or delay in exercising a right does not waive that right.

 

A waiver is effective only if given in writing.

 

Severability

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If a provision is illegal, invalid or unenforceable, it will be read down to the extent necessary. If it cannot be read down, it will be severed without affecting the remaining provisions.

 

Assignment

 

You must not transfer your rights or obligations under an accepted Order without our written consent, which will not be unreasonably withheld.

 

We may transfer our rights or obligations as part of a genuine sale, restructure or transfer of our business, provided this does not materially reduce your rights.

 

Relationship

 

Nothing in these Terms creates a partnership, employment, fiduciary or agency relationship between the parties.

 

Governing law

 

These Terms are governed by the laws of Queensland, Australia.

 

Subject to any right to bring proceedings elsewhere under applicable law, the parties submit to the jurisdiction of the courts of Queensland and courts entitled to hear appeals from them.

acceptance

By processing your order, accepting a quote or invoice via email, or signing off on an artwork approval, you are agreeing to the terms and conditions.​​​​

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