Woolworths at Work Terms and Conditions
These terms and conditions are important and you should read them fully. But there are some specific terms we wanted to make you aware of. These are set out below.
- General Terms. The Customer may enter into a General Terms with Woolworths to supplement these Terms and Conditions. To the extent of any inconsistency between these General Terms and the Terms & Conditions, the General Terms prevail.
- Cancellations by us: Woolworths may cancel or reject your Order for certain reasons. If we reject your Order, we will endeavour to provide you with notice of that rejection. See clauses 5 and 13 for more details.
- Our Liability Without limiting any rights under Australian Consumer Law or the Competition and Consumer Act 2010 (Cth) and subject to an exclusion of indirect/consequential loss and inclusion contributory liability:
- Woolworths is not liable for (i) any changes to the addresses, quantity of Products or dates of delivery within 24 hours of delivery; (ii) any loss or damage caused when delivering Products inside a premises or building beyond the entrance at the Delivery Address at the Customer’s request (provided that the person delivering the Products does not act with gross negligence or wilfully causes harm to a person or property), or (iii) any external websites accessible on our Site;
- Woolworths’ liability to you for Products will in all other cases be limited to the cost of re-supplying or repairing, or paying the costs of repairing any Products; and
- to the maximum extent permitted by applicable law, Woolworths’ aggregate liability for loss or damage caused to your property or suffered by you in connection with a delivery does not exceed $500, save for in the case of Woolworth’s own gross negligence or willful misconduct.
(See clause 21 for more details).
Your liability: You will be liable for (i) any loss or damage suffered by us in connection with our delivery of Products beyond the entrance of your Delivery Address and (ii) any damage you or your Authorised Representatives cause to products delivered by Woolworths on the date and time of delivery or date and time of collection (as applicable), subject to an exclusion of indirect/consequential loss and inclusion contributory liability. See clauses 8 [b] and 21 [f] and [g] for more details.
- Site availability: We may stop making our Site available without prior notice. However, if we do, any Orders made won’t be affected unless the relevant products are no longer available or we or one of our partners are prevented from supplying those products. See clause 22[b] for more details.
- Changes to Terms and Conditions: Woolworths may change these terms and conditions at any time and will post the updated terms and conditions on the Site. Woolworths will use reasonable endeavours to provide you reasonable notice if those changes will have, in our reasonable opinion, a material detrimental impact on your rights or obligations under the Terms and Conditions. However, the terms and conditions current as at the time Woolworths accepts your Order will apply. See clause 27 for more details.
Account Termination: In the event that Woolworths suspends, terminates or limits the Customer’s access to and use of the Site and (where relevant) the Customer’s account or the General terms are terminated or expire, Woolworths will notify the Customer and must pay Woolworths all outstanding amounts within 7 days this notification by Woolworths.
[a] These Woolworths at Work Terms & Conditions (Terms & Conditions) will apply to a business (the Customer).
[b] Woolworths Group Limited (ABN 88 000 014 675) (Woolworths, us and we) agrees that the Customer’s personnel (including its officers, employees, contractors, consultants and agents) (Authorised Personnel) may access the Site and Store to browse, select and Order Products for the Customer from Woolworths. The Customer may create different types of accounts for its Authorised Personnel, (1) those who possess administrative control over the Customer’s account, including but not limited to (a) controlling the activation, removal, use and management of Shopper accounts Cards, (b) controlling, approving and amending Customer credit limits and (c) managing and configuring Customer invoices (Admin) and (2) those who can access the Site and Store to browse, select and Order Products for the Customer from Woolworths (Shopper).
Store means Woolworths’ stores, including Woolworths’ Supermarkets, Woolworths’ Metro and BigW, which may be accessed directly by the Customer or its Authorised Personnel.
[c] The Customer’s Authorised Personnel may also purchase Products in Store with a Work Account by Woolworths Group in-Store card (Card).
[d] The Customer must at all times comply with these Terms & Conditions, and ensure that each of its Authorised Personnel also comply with these Terms & Conditions. To the extent that these Terms & Conditions involve the giving of consent by or on behalf of Authorised Personnel, the Customer enters into these Terms & Conditions as agent of each of its Authorised Personnel.
[e] The Terms & Conditions apply to the Customer in addition to any general terms (General Terms) that the Customer agrees with Woolworths from time to time.
2. Customer’s and Authorised Personnel’s Warranty
[a] By accessing and using the Site or Store, the Authorised Personnel represents, warrants and undertakes that he or she is a duly authorised representative of the Customer to enter into and accept these Terms & Conditions on the Customer’s behalf and has all necessary, current and valid legal authority to enter into these Terms & Conditions on behalf of the Customer and bind the Customer to them.
[b] The Customer and the Authorised Personnel warrant that:
- all information and data provided by the Customer or the Authorised Personnel to us through the Site (including as part of the customer registration process) is true, accurate, complete and up to date;
- the person receiving the Products at the Delivery Address, collecting the Products on the Customer’s behalf or shopping in-store using the Customer’s Card(s) is authorised by the Customer to do so; and
- the Customer and the Authorised Personnel will comply with all relevant laws relating to the Customer’s use of the Site, use of any Card(s) and the Customer’s placement of any Order with us.
[a] The Customer must complete the customer registration process before placing an Order for Products through a Site or using a Card in Store.
[c] The Customer:
- must not transfer (including to its related entities) its account unless agreed in the General Terms;
- is responsible for maintaining the confidentiality and security of all login details and Card(s) (and Woolworths is not responsible or liable for unauthorised access to the Customer’s account or misuse of the Customer’s Card(s));
- acknowledges that Admins have extended administrative powers to create, amend and remove Shopper accounts; and
- may update, edit or terminate its account or its Authorised Personnel’s accounts at any time through a Site.
[d] If Authorised Personnel choose to use a workplace email address to set up the Customer’s account or to -access a Site, then the Authorised Personnel is responsible (including on behalf of the Customer) for ensuring that he or she complies with the rules, policies or protocols that apply to the use of that email address.
[e] The Customer’s account will include the functionality to place Orders for Products online via the Site or using a Card in Store. The Customer and Admins may choose to issue Cards linked to its account – no Cards are issued automatically by Woolworths.
4. Order for Products
[a] The Customer may Order Products by selecting and submitting an Order through the Site or attending a Store in accordance with these Terms & Conditions.
[b] Where an Order is placed through a Site or Store for a Product using the Customer’s registered account, the Customer acknowledges that it is an offer by the Customer to purchase the particular Product for the price notified to the account user (including the delivery and other charges and taxes) at the time the Order is placed.
[c] We may ask the Customer to provide additional details or require the Customer to confirm account details to enable us to process an Order placed through a Site or Store.
[d] The Customer must provide us with current, complete and accurate details when asked to do so by the Site or at Store.
[e] Recurring Orders:
- The Customer or its Authorised Representatives may create a recurring order where it selects a basket of Products to be ordered automatically at the Customer’s desired frequency (a Recurring Order made up of Individual Orders).
- The price and availability of Products are not fixed when a Recurring Order is created and may change over time. The price of Products will be set when each Individual Order is created under the Recurring Order (approximately six days before the relevant delivery or collection window closes). The Customer will have the opportunity to cancel the Order under clause 13[c] and Woolworths’ standard terms of substitution (set out in clause 16) apply to unavailable Products.
- A Recurring Order will continue until the Customer’s desired end date, or when it is cancelled, whichever occurs sooner.
- The Customer is solely responsible and liable for all Recurring Orders placed by its Authorised Representatives. We will use reasonable endeavours to notify the Customer of each Recurring Order placed by its Authorised Representatives.
- The Customer may request delivery windows and Woolworths will estimate delivery fees when setting up the Recurring Order. Woolworths will endeavour to abide by these requests and estimates, but the Customer acknowledges that delivery windows are indicative time frames only and that delivery times may be delayed due to traffic or other unforeseen circumstances, and Woolworths will charge the delivery fee applicable to the Individual Order.
- A Recurring Order may not include Restricted Products.
5. Acceptance or rejection of an Order
[a] Woolworths may reject the Customer’s Order if:
- the requested Product is not available,
- Woolworths is unable to deliver the Product to the Customer’s Delivery Address;
- there is an error in either the price or the Product description posted on a Site or in Store; or
- there is an error in the Customer’s Order or a customer account’s credit has been blocked.
[b] Each Order placed for Products through a Site or at Store that Woolworths accepts results in a separate binding agreement between the Customer and Woolworths for the supply of the Ordered Products. For each Order accepted, Woolworths will supply the selected Products in that Order to the Customer in accordance with these Terms & Conditions.
[c] If Woolworths rejects an Order placed by the Customer through a Site, Woolworths will use reasonable endeavours to notify the Customer of that rejection at the time the Customer placed the Order or within a reasonable time after the Customer submits the rejected Order. If we cancel or reject an Order we will refund the full payment amount or remove any applicable fees and charges from the Customer’s account (as applicable), including any Delivery Fee and other fees and charges, via the original payment method or through an alternative means.
6. Restricted Products
Restricted Product means a Product that is subject to certain restrictions (for example, age restrictions) on its sale by a relevant law, such as Products containing liquor, tobacco or sharp objects.
[a] For Woolworths Orders containing liquor, we act as an agent on behalf of Endeavour Group Limited (ABN 77 159 767 843) (Endeavour). Woolworths and Endeavour both support the responsible service of alcohol. It is an offence to supply alcohol to a person under 18 years of age. It is Endeavour’s policy to check ID upon delivery of anyone who appears under 25.
[b] The Customer (and its Authorised Personnel):
- acknowledge that it is against the law to sell or supply alcohol or tobacco Products to, or obtain alcohol or tobacco Products on behalf of, a person under the age of 18 years or intoxicated;
- are not permitted to purchase any liquor or other age-restricted items for resale to a third party or for trade purposes;
- may not use the Site to place an Order for Restricted Products if the Authorised Personnel placing the order is under the age of 18; and
- warrant that neither are obtaining alcohol (including liquor Products) or tobacco (including tobacco Products) on behalf of a person under the age of 18 years or intoxicated.
[c] Woolworths and its delivery partners reserve the right to:
- not deliver or allow pick-up of liquor or other Restricted Products if Woolworths considers this is required to ensure we, Endeavour or our delivery partners comply with relevant laws or if the Customer breaches its obligations under clause 6[b];
- check identification upon delivery or pick-up of anyone who appears under 25;
- check identification at the point of purchase through a third-party verification service; and
- record details of the identification for compliance purposes.
7. Products not for commercial resale
Unless otherwise agreed, the Customer is not permitted to purchase any items for commercial resale to a third party. If Woolworths has a reasonable suspicion in relation to the number of item/s the Customer has Ordered, then we may contact the Customer to investigate the Order. Woolworths reserves the right to rescind an agreement to supply Products where it reasonably determines that the Customer is purchasing the items for commercial resale to a third party. If we rescind an agreement to supply or cancel an Order we will provide reasonable notice to the Customer and will refund the full payment amount or remove any applicable charges from the Customer’s account (as applicable), including any Delivery Fee and other fees and charges, via the original payment method or through an alternative means.
8. Delivery of Products
[a] We will only deliver Products Ordered to a location(s) where we provide delivery services. The Customer may obtain further information on the Site about our delivery locations and relevant timeframes. The Customer may receive multiple deliveries in relation to a single Order.
[b] We will deliver the Products to the relevant Delivery Address shown on the Site at the time of placing the Order. If the Customer requests us to deliver the Products inside a premises or building at the Delivery Address and we agree to do so, the Customer is responsible for all loss or damage suffered by us in connection with our delivery of the Products beyond the entrance of the Delivery Address, provided that the person delivering the Products does not act with gross negligence or wilfully causes harm to a person or property. The Customer is also responsible for any damage the Customer or its Authorised Representatives cause to products delivered by Woolworths on the date and time of delivery or date and time of collection (as applicable).
[c] The Customer must ensure that there is an appropriate person at the Delivery Address to receive the Order when notified as the Customer places its Order through a Site. This will be required:
- for the Customer’s first order;
- if the Order contains Restricted Products;
- when receiving the “bagless to bench” service; or
- if otherwise required by law.
[d] We may require the Authorised Personnel accepting the delivery of the Customer’s Order to provide us with proof of that person’s identity (including photographic identification) and, where relevant for Restricted Products, age.
[e] If there is no one or no appropriate person at the Delivery Address to receive the Order we will (i) not deliver any of the Products the Customer has Ordered and (ii) endeavour to contact the Customer or the Customer may contact us to arrange for delivery at a different time.
[f] The Customer acknowledges and agrees that any person at the Delivery Address who receives the Products is authorised by the Customer to receive the Customer’s Order.
[g] In the event that multiple orders are delivered to multiple locations:
- the provisions in this clause apply as if each delivery was a separate Order;
- if the address of any of the locations needs to change, the Customer must provide 24 hours’ notice in writing to Woolworths of that change; and
- Woolworths will not be held liable if the Customer makes any changes to the address locations, quantity of Products or dates of delivery provided less than 24 hours before delivery.
[h] The Customer, and its Authorised Personnel, acknowledge and agree that we may record the details of any identification provided in relation to delivery of Products.
9. Pick up and Direct to boot services
[a] Pick up and Direct to boot are only available from selected Stores as shown on the Site. An estimated collection date will be displayed at the time your Order is placed.
[b] If you select our Pick up or Direct to boot service, you must select whether your Order is to be made available at the Store:
- in bags; or
- where available for your selected store, through our free “BYO bags” service.
[c] The “BYO bags” service is only available for selected stores. If you select the “BYO bags” service, your Order will be made available at your selected store in a trolley. In order to collect your Order, you agree to bring your own bags and re-pack your Order from the trolley into your bags at the store. For food safety reasons, you may find that some of the Products in your Order have been made available for collection in produce bags or reusable bags.
[d] You agree to comply with the following collection requirements specified in this clause and such other requirements that we notify to you when you place your Pick up or Direct to boot Order through the Site:
- you must collect your Order from the Store selected by you when you place your Order within the booked collection window;
- while our staff will be available to assist where possible, if you select to have your Order made available through our “BYO bags” service, you are responsible for unpacking your Order from the trolley provided into your own bags;
- you or your Authorised Representative must provide photographic identification, the order number, and a signature when your Order.
[e] If you or your Authorised Representative do not comply with the above requirements in clause 9[d], we may (i) not allow the collection of your Order and (ii) endeavour to contact you or you may contact us to arrange for collection at a different time.
10. Remote Delivery
[a] If you select to have your Order delivered to an address in any of the following postcodes your order will be classified as a remote delivery order:
and any other postcode as we determine from time to time as notified via the Site prior to the Customer placing an Order.
(each a Remote Delivery Order).
[b] If your Order is a Remote Delivery Order we will not be able to deliver your Order to your selected address and you will need to nominate a courier or other transport provider to deliver your order to your location.
[c] We may provide details of couriers or transport providers previously nominated by customers in your location when you select your address online. However, it is your responsibility, in accordance with clause 10(h), to ensure that the courier or transport provider you select is appropriate for your Remote Delivery Order. If you do not wish to use the suggested provider, or no suggestion is made, you will need to call us on 1300 390 971 during Contact Hours or email on firstname.lastname@example.org to nominate your preferred provider.
[d] When you place a Remote Delivery Order, you are responsible for contacting the nominated provider directly and as soon as possible to book your delivery and confirm the costs you will need to pay the provider directly for the service.
[e] If you fail to book a provider, your Order will be either delivered to the provider’s address and Woolworths will not be responsible for the Order once delivered, or returned to our store and additional delivery charges may apply for any re-delivery of your Order. We will contact you in either of these circumstances.
[f] Any courier or transport provider nominated by the customer to deliver a Remote Delivery Order is engaged solely by you at your own cost and risk and is not to be taken to be contractors or agents of Woolworths.
[g] Once your Remote Delivery Order has been delivered to the premises of your nominated courier or transport provider Woolworths is no longer liable for any loss or damage to your Order and you or your nominated courier or transport provider becomes fully responsible for your Order.
[h] Woolworths will ensure that your Order is delivered to the premises of your nominated courier or transport provider in a manner that minimises any food safety risk including, for example, freezing certain perishable items. We recommend that you ensure that your nominated provider provides adequate transportation facilities with appropriate storage temperatures to safely deliver your specific Order to your location. Woolworths will not provide, or be responsible for providing any refrigeration or other transport facilities or packaging required to transport your specific Order from the premises of your nominated courier or transport provider to your location.
11. Fraud and risk assessment
We have processes in place to assist in detecting transactions that may be illegal or in breach of these Terms & Conditions. We may contact the Customer by telephone or email to confirm the Customer’s payment and information details. If we are unable to confirm the Customer’s details and have reasonable concerns regarding an Order, we may make further inquiries and/or cancel the Customer’s Order placed via the Site. If we cancel an Order we will refund the full payment amount or remove any applicable fees and charges from the Customer’s account (as applicable), including any Delivery Fee and other fees and charges, via the original payment method or through an alternative means.
12. Risk and title
Risk in the Products passes to the Customer on the date and time of delivery to the Delivery Address (including unattended deliveries at the Delivery Address) or date and time of collection for Pick up and Direct to boot Orders (as applicable)
Title to the Products passes to the Customer on the later of the date and time of:
[a] payment for those Products; and
[b] delivery of those Products to the Delivery Address (including unattended deliveries at the Delivery Address), or collection of those Products for Pick up and Direct to boot Orders (as applicable).
13. Cancelling an Order
[a] We may cancel any Order or part of an Order (including any Orders that we have accepted) without any liability to the Customer for that cancellation at any time if:
[i] the requested Products in that Order are not available;
[ii] Woolworths is unable to deliver the Product to the Customer’s Delivery Address;
[iii] there is an error in the price or the Product description posted on the Site in relation to the relevant Product in that Order; or
[iv] that Order has been placed in breach of these Terms & Conditions.
[b] If we cancel an Order we will provide the Customer with reasonable notice of that cancellation and refund the full payment amount, including any Delivery Fee and other fees and charges, via the original payment method or through an alternative means. If payment has been taken and we cancel your entire Order, then the full payment amount (including any Delivery Fee, Bag Fee, or other fees and charges) will be refunded to your original payment method or through an alternative means. If payment has been taken and we only cancel part of your Order, then the amount paid for the part of your Order that has been cancelled will be refunded to your original payment method or through an alternative means.
[c] The Customer may cancel an Order (whether it is accepted by us or not) through the Site, by calling 1300 390 971 or emailing email@example.com up to 24 hours before the delivery or collection window closes (as specified on the Site). If the Customer cancels an Order in respect of which we have taken payment, then the full payment amount, including any Delivery Fee and other fees and charges will be refunded to the Customer using the original payment method or through an alternative means.
[d] If a cancellation is made in respect of one location, the same provisions in this clause apply to that cancellation as if it were an individual Order.
14. Fees and charges
[a] We will charge the Customer, and the Customer agrees to pay, the following fees and charges in relation to an Order that we accept (as applicable):
- the purchase price of each Product;
- the delivery fee (if applicable) provided to the Customer at the time the Customer selected the relevant delivery option when placing the Customer Order (Delivery Fee); and
- any other fees and charges set out in these Terms & Conditions.
[b] All fees and charges identified in these Terms & Conditions and all prices for the Products include GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) where applicable.
[c] The Customer acknowledges and agrees that:
- we are not required or obliged to match any prices for any Products, including matching any prices for a Product that is available through the Site or our Store or vice versa;
- all pricing displayed on the Site may differ depending on the postcode the Customer has selected (for example, the price for a Product in Sydney may differ from the price for that same Product in Melbourne); and
- prices for Products on the Site and in Store change from time to time (including during the life of a Recurring Order) and are as displayed on the Site or in Store (as relevant). We do not provide any prior notice of these changes.
[d] Subject to these Terms & Conditions, once we have accepted the Customer’s Order, we will not change any prices that apply to the Products in that Order.
[e] If a Product that the Customer has Ordered is not available and we have not provided the Customer with a substitute (in accordance with clause 16), we will provide the Customer with a refund within 3-5 business days to the Customer’s OpyPro account or such other payment method used by the Customer to make the payment, to the value of the Products (excluding delivery) that were not supplied to the Customer.
15. Payment methods
[a] We have nominated OpyPro as our payment solution provider to manage payments including the line of credit facility issued by Woolworths (Woolworths Credit Facility). We have not engaged OpyPro to perform collection, debt recovery or enforcement services. In order to allow us to determine the Customer’s suitability for a Woolworths Credit Facility, the Customer consents and agrees to OpyPro undertaking a credit inquiry on the Customer, which may include OpyPro ordering a report from an external credit reporting body (CRB). A CRB may include information about the Customer in credit reports to credit providers (such as Woolworths) to assist them in assessing the Customer’s creditworthiness. We may seek further information reasonably required by us to verify Customers or the Authorised Personnel’s identity, which the Customer must procure and provide to us on request. We reserve the right to reject an application for an on-account payment method or Woolworths Credit Facility for reasons including that the Customer’s credit score, level of income, level of debt or business verification checks are below Woolworths expectations, or the Customer’s application is incomplete or inaccurate.
[c] If Customer completes registration of an OpyPro account and we confirm that the Customer has been granted a Woolworths Credit Facility, Customers may use the 15 day Woolworths Credit Facility to place Orders on the Site. Woolworths reserves the right not to approve a Woolworths Credit Facility if Woolworths reasonably considers it would require further guarantees from the Customer or its Directors before issuing a Woolworths Credit Facility, and Woolworths will notify the Customer if such guarantees are required by Woolworths.
[d] The Customer will be able to perform the following functions via the OpyPro portal:
- Review transactions in real-time by signatory, store, banner and date;
- Review statements, balance and payment history;
- Manage account payment method and requirements;
- Manage purchase orders;
- Manage any Cards if applicable; and
- Manage signatories.
[e] If we approve the Customer for a Woolworths Credit Facility or consolidated invoice, the Customer must pay credit accounts and consolidated invoices in full within 15 days (or as otherwise agreed in writing) of invoice issue. If we approve the Customer for individual invoices with purchase, payment must be made in full within 15 days (or as otherwise agreed in writing) from the date of the statement containing the individual invoice. A Customer can only select one type of invoicing for their organisation at any given time.
[f] The Customer acknowledges that if the Customer fails to meet its payment obligations or if the Customer commits a serious credit infringement, we may be entitled to disclose this to a CRB and third-party collections agency.
[g] Illion is the credit reporting body related to these Terms & Conditions. Contact details for Illion are as follows: Level 20/201 Elizabeth St, Sydney NSW 2804, Ph: 13 23 33.
[h] We accept the following credit cards: MasterCard, VISA, AMEX, and Diners.
[i] If you choose to pay for your Order via credit card, you authorise us to pre-authorise and/or debit the amount that is payable for an accepted Order from your nominated credit card to pay for the fees and charges.
[j] The Customer acknowledges and agrees that its ability to place an Order for Products may be affected if:
- the Customer fails to pay the fees and charges for Orders via the payment solution provider and/or payment method notified by Woolworths to the Customer from time to time when due; and/or
- we (acting reasonably) revoke approval for Customer’s use of our Woolworths Credit Facility, a credit account, individual invoice with purchase or consolidated invoice, provided we provide Customer 3 days prior written notice of such revocation.
[k] The Customer acknowledges and agrees that Woolworths may disclose to a credit reporting agency your Personal Information (including but not limited to the Personal Information of your Authorised Personnel) for the purposes of establishing a credit account and to be kept on a credit information file with the credit reporting agency.
[l] The Customer authorises and consents to Woolworths obtaining a credit report from or prepared by a credit reporting agency for the purpose of assessing your application for a credit account or for the purpose of any debt recovery proceedings.
[m] The Customer acknowledges that Woolworths may seek enforcement of any debt payable under the Woolworths Credit Facility. Woolworths may appoint an agent to assist with debt recovery and reserves the right to seek payment from the Customer of any reasonable fees and expenses owed to this agent to recover the Customer’s debt.
16. Substitution or missing items in delivery
[a] The Customer acknowledges that a Product that the Customer Orders may be out of stock or temporarily unavailable. If this happens, then we will not be able to provide the Customer with that Product.
[b] If we are unable to provide you with a Product, for Woolworths Orders, we will endeavour to automatically provide you with a substitute Woolworths Product:
- when the Product the Customer has selected is not available; or
- if we are not able to supply to the Customer the Product that the Customer has selected.
[c] We aim to select substitute Products that are of similar value and quality, but we reserve the right not to provide the Customer with a substitute Product even if a suitable substitute Product is available.
[d] For Orders, we will endeavour to provide the Customer with a substitute Product for most Products. However, we do not provide the substitute option for tobacco, cigarettes, baby food, baby formula, gluten-free Products or any other Products that are specified as such on the Site, and will instead supply you with a refund in accordance with these terms.
[e] For Orders, we will endeavour to provide the Customer with a substitute Product where the price for that substitute Product is of equal or greater value than the Product the Customer selected. If so, then we will charge the Customer the price of the Product the Customer Ordered rather than the price of the substitute Product of greater value. If a substitute Product provided is of lesser value than the Product the Customer selected, we will credit the difference in value back to the Customer’s OpyPro account or other payment method used by the Customer. All substituted items will be reflected in the dispatch note, and the value charged to the Customer will be detailed in the Customer’s OpyPro account at month’s end.
[f] Where a Product the Customer has selected is substituted with another Product, we cannot ensure that the substitute Product caters to specific dietary requirements, including allergies. Please read the labels of each Product for dietary and allergy information.
[g] In all other circumstances, the Customer may contact our Business Support Hub on 1300 390 971 during Contact Hours within 24 hours after the delivery or collection time and we will take steps to verify and confirm any such missing items. Once we are reasonably satisfied that the item was not delivered to the Customer, we will provide the Customer with a credit to the Customer’s OpyPro account or such other payment method used by the Customer to make the payment within 3-5 business days for the Products that were charged but not delivered to the Customer.
[a] The Woolworths Returns Policy applies to all purchases of Products using the Site and at Store and forms part of these Terms & Conditions. A copy of the Woolworths Returns Policy is available at https://www.woolworths.com.au/shop/discover/about-us/returns-policy.
[b] If the Customer wishes to return a Product in accordance with our Returns Policy, then the Customer may:
- return the Product to one of our Stores; or
- contact our Business Support Hub on 1300 390 971 to make arrangements to return that Product. In this instance, the Customer may return the Product (excluding perishable Products) to us at the time we deliver the Customer’s next Order. Upon confirmation from the driver that the goods have been received we will refund the Customer’s card of purchase with the funds being available within 3-5 business days.
[c] The Woolworths Returns Policy applies in addition to any other rights to which the Customer may be entitled under applicable legislation (including, where relevant, the Competition and Consumer Act 2010 (Cth)).
18. The Customer’s general obligations
[a] The Customer:
- must procure the relevant consent from its Authorised Personnel to provide the email address it provides to Woolworths to register an account on the Site (LoginID).
- must notify us through Business Support Hub on 1300 390 971 during Contact Hours if the Customer (or its Authorised Personnel) is or becomes aware that there is or has been an unauthorised use of the Customer’s LoginID and password or Card(s), or account, or any other security breach relating to the Customer’s account;
- must promptly advise us of any changes to the Customer’s information provided to us as part of the Customer’s registration process, including whether any Authorised Personnel’s access to the Site, OpyPro account or ability to use their Card(s) needs to be disabled;
- must notify us immediately if any Authorised Personnel’s Card(s) is lost or stolen;
- is responsible for any costs associated with the Customer’s (or its Authorised Personnel’s) access to or use of the Site, including Internet access fees;
- is responsible and liable for any person that uses the Customer’s LoginID and password to Order Product(s) through the Site or Card(s) used to purchase Products in-store.
- agrees that we may charge the Customer for all Products that we agree to supply to the Customer that has been Ordered using the Customer’s LoginID and password through the Site; and along with its Authorised Personnel should check the labels on the Product before consumption or use; and
- its Authorised Personnel acknowledge that they are responsible for complying with all applicable laws, policies, procedures, regulations and limitations restricting or governing the acceptance of incentives or inducements from Woolworths.
19. General restrictions
The Customer (and its Authorised Personnel) must not:
[a] use the Site for any activities that breach any laws, infringe a third party’s right (including any Intellectual Property Rights) or are contrary to any relevant standards or codes;
[b] use the Site in a manner or way, or post to or transmit to or via the Site any material, which interferes with other users or our other customers or defames, harasses, threatens, menaces or offends any person or which prevents any other person from using or enjoying the Site;
[c] make fraudulent enquiries, purchases or requests through the Site;
[d] use another person or the Customer’s details without their permission or impersonate another Customer or person when using the Site;
[e] post or transmit any obscene, indecent, inflammatory or pornographic material or any other material that may give rise to civil or criminal proceedings;
[f] tamper with or hinder the operation of the Site;
[g] knowingly transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Site;
[h] use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the Site;
[i] modify, reformat, adapt, or reverse engineer any portion of the Site;
[j] remove any copyright, trade mark or other proprietary rights notices contained in or on the Site;
[k] create accounts by automated means or under false or fraudulent pretences;
[l] use the Site to violate the security of any computer or other network or engage in illegal conduct;
[m] take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure;
[n] use the Site other than in accordance with these Terms & Conditions; or
[o] attempt any of the above acts or engage or permit another person to do any of the above acts.
20. Suspension of the Customer’s account
[a] We reserve the right to refuse service, terminate accounts and/or remove or edit content if we, acting reasonably, deem that the Customer has acted in breach of these Terms & Conditions or has used the Site or Card(s) in a fraudulent or improper manner. Woolworths also reserves the right to otherwise cancel Orders in accordance with clause 13.
[b] If we lock, suspend or delete the Customer’s account under clause 22, then we will (a) use reasonable endeavours to notify the Customer of this lock, suspension or deletion and (b) refund all credits that the Customer is entitled to receive under these Terms & Conditions by direct deposit to the Customer’s nominated account once we have conducted all our verification and other relevant checks.
[a] The Customer acknowledges that each Site and Store is provided “as is” and that we do not make any warranty or representation as to the suitability of the Site or a Product for any purpose;
[b] Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law or the Competition and Consumer Act 2010 (Cth). For major failures with the service, the Customer is entitled to:
- cancel your service contract with us; and
- a refund for the unused portion, or compensation for its reduced value.
[c] The Customer is also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, the Customer is entitled to have the failure rectified in a reasonable time. If this is not done the Customer is entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. The Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service. The Customer may also be entitled to remedies that cannot be excluded under the Competition and Consumer Act 2010 (Cth) if any services supplied by us to the Customer fail to meet a condition, guarantee or warranty under that legislation.
[e] Without excluding, restricting or modifying the rights and remedies to which the Customer may be entitled under the Australian Consumer Law and Competition and Consumer Act 2010 (Cth) or Woolworths’ liabilities under those provisions, and subject to clauses [f] and [g] below:
- Woolworths is not liable for (i) any changes to the addresses, quantity of Products or dates of delivery within 24 hours of delivery; (ii) any loss or damage caused when delivering Products inside a premises or building beyond the entrance at the Delivery Address at the Customer’s request (provided that the person delivering the Products does not act with gross negligence or wilfully causes harm to a person or property), or (iii) any external websites accessible on our Site;
- Woolworths’ liability to you for Products will in all other cases be limited to the cost of re-supplying or repairing, or paying the costs of repairing any Products;
- To the maximum extent permitted by applicable law, Woolworths’ aggregate liability for loss or damage caused to your property or suffered by you in connection with a delivery does not exceed $500, save for in the case of Woolworth’s own gross negligence or willful misconduct.
[f] To the maximum extent permitted by applicable law, neither party will be liable to the other in connection with or arising under these Terms & Conditions whether in contract, tort (including negligence), under any statute or otherwise for any loss or damage which is:
- indirect, incidental or consequential; or
- a loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind,
except and to the extent that such loss or damage arises as a result of its own negligence or wilful misconduct.
[g] Either party’s liability to the other party for loss or damage of any kind arising out of or in connection with the parties’ relationship is reduced to the extent (if any) that the other party causes or contributes to the loss or damage. This reduction applies whether the liability is in contract, tort (including negligence), under any statute or otherwise.
22. Suspension and Termination
[a] We may immediately suspend, terminate or limit the Customer’s access to and use of the Site and (where relevant) the Customer’s account if we, acting reasonably, deem the Customer is in breach of these Terms & Conditions and:
- the breach cannot be remedied; or
- the Customer fails to remedy the breach within 10 days of our notice to the Customer of that breach; or
- if there is an emergency.
[b] We may immediately suspend, terminate or limit the Customer’s access to and use of the Site and (where relevant) the Customer’s account if the Customer becomes insolvent or bankrupt, including if they are:
- unable to pay its debts when they fall due;
- becoming, threatening or resolving to become, or is in jeopardy of becoming subject to any form of insolvency administration; or
- entering into a scheme of arrangement with creditors.
[c] We may stop making a Site (or any part of it) available without prior notice to the Customer. If we stop making a Site (or any part of it) available, we acknowledge that any Orders that we have accepted prior to not making a Site (or any part of it) available will not be affected unless the Products that have been Ordered are no longer available or we are prevented from supplying the Products, in which case, we will notify the Customer and will refund to the Customer all valid payments received by us for those Products.
[d] In the event that Woolworths suspends, terminates or limits the Customer’s access to and use of the Site and (where relevant) the Customer’s account or the General terms are terminated or expire, Woolworths will notify the Customer and it must pay Woolworths all outstanding amounts within 7 days this notification by Woolworths.
The following definitions apply in this clause.
Discloser means the party giving information.
Recipient means the party to whom information is given.
Confidential Information means any written or oral information of the Discloser and includes information about the Recipient’s business, including information of a technical, business or financial nature that is expressly stated by any provision of this document to be Confidential Information, or that the Discloser makes the Recipient aware is considered by the Discloser to be confidential and proprietary, and includes:
[a] all information that is personal information for the purposes of the Privacy Act 1988 (Cth); and
[b] in the case of the Customer, includes details of the Customer’s end customers, including their Personal Information (as defined in the Privacy Act 1988 (Cth)),
but does not include information which the Recipient can establish:
- was in the public domain when it was given to the Recipient;
- becomes, after being given to the Recipient, part of the public domain, except through disclosure contrary to this document;
- was in the Recipient’s possession when it was given to the Recipient and was not otherwise acquired from the Discloser directly or indirectly; or
- was lawfully received from another person having the unrestricted legal right to disclose that information without requiring the maintenance of confidentiality.
The Recipient must not:
[a] disclose Confidential Information directly or indirectly in any form to anyone else;
[b] use or make a copy of any Confidential Information except to:
- acquire or check information in connection with this document and the transactions contemplated by it; or
- perform any of its obligations under this document or in relation to any of the transactions contemplated by it.
[c] The confidentiality obligations in this clause 23 survive the expiry or termination of any General Terms.
23.3 Exceptions to obligations of confidentiality
The obligations in clause 23.2 do not apply to a Recipient where:
[a] the Discloser has first agreed in writing to the particular disclosure, use, or copying;
[b] the information is disclosed to an officer or employee of the Recipient who needs to know the information concerned to perform his or her duties, or to a professional adviser, banker or financial adviser of the Recipient, or to a person whose consent is required under this document, or for a transaction contemplated by it, and that person makes an undertaking to the Discloser (which the Recipient must ensure that person observes):
- not to disclose any of the Confidential Information in any form to anyone else; and
- only to use the Confidential Information for the purposes of performing his or her duties to the Recipient in a manner consistent with this clause 23, or advising the Recipient, or financing the Recipient, or considering whether to give that consent (as the case may be).
[b] The Customer and its Authorised Personnel agree that we may send them commercial electronic messages and tailored advertising (which include marketing communications advertising goods and services) via various channels and media (including by email, SMS, phone and mail) about our Products, the use of this Site by the Customer or any of its Authorised Personnel, the Customer’s account, or any other matters related to Woolworths at Work, Cartology, Wpay, Primary Connect and PFD, or any other Woolworths goods and services that we consider relevant to you and suitable for business customers, where they have not opted out (as described below) from receiving such electronic messages sent to them by Woolworths via those channels or media. The Customer’s and Authorised Personnel’s agreement to receive commercial electronic messages from us will be effective until they opt-out.
[c] If the Customer or any of its Authorised Personnel wants to update where we send the communications referred to in clause 24[b], they can update their contact details by logging into the Customer’s account from this Site, or by contacting our Business Support Hub on 1300 390 971 during Contact Hours. Please note that if the Customer or any of its Authorised Personnel update their contact details, it may take up to 5 business days before we send communications to the updated address, so the relevant person may still receive communications from us at their previous contact details during this time.
[e] Opting out of receiving commercial electronic messages from Woolworths will not withdraw the Customer’s and/or its Authorised Personnel’s consent to receive messages from other Woolworths brands. Any consent the Customer and its Authorised Personnel has provided to receive commercial electronic messages from other Woolworths brands are governed under separate terms and conditions that apply to those other Woolworths brands. If the Customer and/or its Authorised Personnel would like to opt-out of receiving commercial electronic messages from other Woolworths brands, they can do so by following the opt-out facilities in those other Woolworths brands messages sent to them or other opt out options set out in those Woolworths brands’ relevant terms and conditions.
25. Intellectual property rights for the Site
[a] The Customer:
- acknowledges that the copyright in the Site, the software, design, text and graphics comprised in the Site, the selection and layout of the Site and the content and materials on the Site (together, the “Materials”) are owned by or licensed to us;
- must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public a Material without our prior written consent; and
- must not frame or embed in another website any of the material appearing on this Site without our prior written consent.
[b] The Customer may:
- store a reproduction of the content on this Site on the Customer’s local server for the sole purpose of viewing the content and Materials; and
- print hard copies of the content and Materials for the sole purpose of viewing and purchasing Products but not for any other use, including commercial use.
[c] Each Site contains registered trade marks and other trade marks which are protected by law (including the Trade Marks Act 1995 (Cth)). The Customer must not use any of the marks or trade marks appearing on the Site or our name or the names of our related bodies corporate without our prior written consent. The Customer must not use any of the other company, Product and service marks on the Site that are owned by other third parties (including our suppliers) without obtaining the relevant third-party owner’s consent.
26. Dispute Resolution
[a] Dispute Resolution
If a dispute arises out of or in relation to these Terms & Conditions (including any dispute as to breach or termination of these Terms & Conditions or as to any claim in tort, in equity or pursuant to any statute) (a “Dispute”), a party may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause except if the party seeks urgent interlocutory relief.
[b] Notice of Dispute
A party claiming that a Dispute has arisen in relation to these Terms & Conditions shall give written notice to the other party specifying the nature of the Dispute (a “Dispute Notice”).
Upon receipt of a Dispute Notice, the parties shall procure that their respective Account Manager meet to endeavour to resolve the Dispute expeditiously by negotiation.
[d] Resolution of Dispute
If the parties have not resolved the Dispute under clause 26[c] within 45 days of receipt of a Dispute Notice the parties shall endeavour to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation, or determination or similar techniques agreed by the parties.
Subject to clause 26[a] if the parties do not agree within 60 days of receipt of a Dispute Notice (or such further period as the parties agree in writing) as to:
[a] the dispute resolution technique and procedures to be adopted;
[b] the timetable for all steps in those procedures; and
[c] the selection and compensation of the independent person required for such technique,
then the parties shall mediate the Dispute in accordance with the Mediation Rules of the Law Society of New South Wales and shall participate in good faith in such mediation.
[f] Court proceedings
If the Dispute is not resolved despite compliance with the rest of this clause, within 3 months of commencement of dispute resolution procedures under clause 26[d] or 26[e] then the parties may commence court proceedings in respect of the Dispute and any matter related to the Dispute.
27. Changes to these Terms & Conditions
[a] We may change these Terms & Conditions at any time and such changes will be effective as soon as they are posted to the Site. Woolworths will use reasonable endeavours to provide you reasonable notice if those changes will have, in our reasonable opinion, a material detrimental impact on your rights or obligations under the Terms and Conditions. We recommend the Customer reads these Terms & Conditions carefully each time the Customer agrees to them during the Ordering process.
[b] If the Customer has an Order that has been accepted by us, the Terms & Conditions that will apply to the Order are the Terms & Conditions that applied at the time the Customer placed the Customer Order.
[a] The Site may contain links to external websites that are not operated by us or our related bodies corporate. These links are provided for the Customer’s convenience only and the Customer agrees that:
- we make no representations or warranties, and have no responsibility or liability for those websites; and
- these links do not indicate, expressly or impliedly, that we endorse the site or the products or services that are provided at those sites.
[b] The Customer agrees that the Customer may access and use the Products and services made available at those external websites solely at the Customer’s risk.
[c] If the whole or any part of a provision of these Terms & Conditions are void, unenforceable or illegal in a jurisdiction such provisions will be read down (to the extent possible) or severed for that jurisdiction. The Customer acknowledges the remainder of these Terms & Conditions remain in full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms & Conditions or is contrary to public policy.
[d] These Terms & Conditions are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which the Customer is entitled under the Competition and Consumer Act 2010 (Cth) arise independently of these Terms & Conditions and this clause does not apply to any claim the Customer may have under the Competition and Consumer Act 2010 (Cth).
[e] Woolworths attempts to be as accurate as possible and uses its best endeavours to ensure, but does not itself warrant, that any information provided by its suppliers, including in relation to Product descriptions or other content of this site, is accurate, complete, reliable, current or error-free.
Capitalised terms in these Terms & Conditions have the following meanings unless the context indicates otherwise:
Contact Hours means Business Support Hub operating hours, Monday to Friday, 7.00 am to 7.00 pm (AEST).
Delivery Address means the address specified by the Customer during the customer registration process or in writing at the time of placing an Order for the delivery of Products that we will supply to the Customer under these Terms & Conditions.
Order means any Order for a Product or Products submitted using the Site.
Product means each good or service that is advertised on a Site.