Terms and Conditions - circlesolutions

Welcome to Circle. We’re glad you’re here, and we hope you enjoy everything we have to offer.

Please read these Terms carefully because they are part of any binding agreement between you and Circle Solutions Group Pty Ltd, inc.

Circle Solutions: Terms and Conditions

Definitions

In these terms and conditions, the following definitions apply:

“Additional Expenses” means any fees, expenses, duties, taxes (including GST) and disbursements imposed by these Terms, including delivery and freight charges, fines and penalties incurred in providing the Services, installation and mobilisation fees, Personnel travel costs including flights, car rental, meals and accommodation, storage, administration and account keeping fees, merchant fees and surcharges, at amounts and rates advised by us from time-to-time.
“The customer”; “the licensee”: you, the company, individual or other party purchasing CircleScan.
“Circle Solutions”; “Circle”: we, us (Circle Solutions Group Pty Ltd).
“CircleScan”; “Circle”; “System(s)”; and/or “Kiosk(s)”: any and all associated Hardware, Software and accessories provided by Circle Solutions Group Pty Ltd to the customer.
“Circle Solutions Order Form” means the Circle Solutions Order Form being part of any Circle Solutions proposal or quotation.
“Confidential Information” means all information in whatsoever form that is:
- Marked or identified as “Confidential”, “Secret”, “Not to be Disclosed” or “Private”.
- Is designated, described, or referred to by the discloser in any document or correspondence as confidential, secret, or private or not to be disclosed.
- The receiving party knows or ought to know is confidential; but does not include any information which prior to the date of this Agreement was lawfully in the public domain or which the discloser has published, circulated, or announced publicly or was developed by the receiving party independently of the disclosing party.
“Force Majeure” means something outside of a party’s reasonable control including strikes, lockouts and lockdowns, epidemics and pandemics, industrial disputes or civil unrest, government restrictions or intervention, transport delays, fire, act of God, storm, flood, theft and vandalism.
“Goods” means any Hardware, product, part, material, merchandise or other goods that we supply you pursuant to any Circle Solutions Order Form, purchase order and/or these Terms.
“Hardware” means items forming part of the Kiosks, card readers, printers or screening platforms provided by Circle.
“Insolvency Event” means any circumstances where Circle reasonably believes that you are unable to pay your debts as and when they fall due or you have suffered a material adverse change in your financial circumstances.
“Intellectual Property Rights” means all rights in copyright, circuit layout, designs, trademarks, patents, including the Software and all other rights in intellectual property as defined in Article 2 of the World Intellectual Property Organisation (WIPO) Convention whether registrable, registered, patentable or not.
“Order” means your request to purchase Goods and Services in accordance with a Circle Solutions Order Form.
“Personnel” means the personnel required to provide the Services.
“Provider” means a third party provider of services to the customer.
“PPSA” means the Personal Property Securities Act 2009 (Cth) and any regulations made under that Act.
“Security of Payments Act” means the relevant legislation for the State within which the your Venue is located, and for NSW means The Building and Construction Industry Security of Payment Act (NSW) 1999.
“Services” means the services we provide to you pursuant to any Circle Solutions Order Form, purchase order and/or these Terms and includes the Software.
“Software” means the Circle software including CircleScan, Circle Admin, Circle Reports, Circle API, FTP and processes to assist in the collection of data and recognition of customers.
“Terms” means these terms and conditions.
“Venue” means your site to which the Hardware is to be delivered and installed.

Orders

Please note that no Order will be accepted, and no work will be undertaken without you providing to us both of the following:

The signed Circle Solutions Order Form.
A non-refundable deposit of 60% of total amount of the order (including GST).
Payment is not considered as received until all funds have cleared. Property in any items being part of the Circle Solutions Order Form shall remain with Circle until all the customer’s outstanding accounts have been paid in full.
All amounts and invoices are exclusive of GST unless otherwise indicated. GST is payable in addition to the fees and charges payable and payment of the GST amount must be made at the same time as payment for the Goods and Services. All invoices are payable within 14 days after the date of invoice.
You warrant that the person who signed the Circle Solutions Order Form is authorised by you to do so.
We may issue a Circle Solutions Order Form to You, but it is not an offer by us to supply Goods and Services to You.
We may vary or cancel any Circle Solutions Order Form before a corresponding Order is accepted.
You may purchase Goods and Services by placing an Order with us in writing.
We may accept or decline any Order by notifying you in writing or by supplying the Goods and Services to you.
We may ask you to pay a deposit for an Order in any amount that we advise from time-to-time. We are not required to accept Your Order until payment of the deposit has been made. The balance of the Order must be paid as we direct.
We cannot accept any cancellation of Orders that have been made to Your custom specifications, non-stocklist items or where production or work has commenced, unless you indemnify and pay us for any loss that we incur as a result of Your cancellation.
Unless the parties otherwise agree in writing, the price you must pay for Goods and Services is specified in the Circle Solutions Order Form,
You acknowledge and agree that we may impose Additional Expenses that we incur in providing the Goods and Services.
If the project is:

Cancelled or delayed at your request; or,
Delayed by changes in your specification requirements; or,

Delayed by late or non-payment by you,

then we will hold you liable for any costs incurred due to the delay or cancellation, including maintaining the project resources, additional financing costs, components in store (or an irreversible order), recovery of amortised expenses, unit storage costs and other additional overheads incurred.

We have the right to revise, update or change the price of Goods and Services supplied under these Terms by giving you 7 days’ written notice when:

Our scope of work for the changes, including where conditions of a Venue differ from what we have quoted you, you request additional Goods and Services.
As required by any Industrial Law, such as where award rates or industrial instruments change.

According to the Personnel’s qualifications, skills and experience.

Any other variation to our rates lists that are issued from time-to-time.

Unless you provide us with a written objection within the notice period, the updated prices for our Goods and Services will apply to all Orders submitted after expiry of the notice period

Production and Delivery

The delivery timeframe of items of Hardware will be as specified in the Circle Solutions Order Form but with a of minimum of 3 weeks after acceptance of any Circle Solutions Order Form by us, and may be longer for any start of phased delivery for large orders. Additional development and production time may be necessary for custom CircleScan specifications.
Deliver of the CircleScan System(s) which includes the Software will be in accordance with the agreed project plan schedule.
You authorise us to:

deliver Goods, supply Services and direct Personnel to the Venue nominated by you, and
leave Goods at the Venue whether or not any person is there to accept delivery.

The method of delivering any Goods is at our sole discretion. At any time, we may appoint a third party to perform our delivery obligations.
You must pay all Additional Expenses that we incur to supply Personnel and to deliver Goods.
We are not obliged to obtain a signed receipt, signed delivery docket or other acknowledgement of any Goods being delivered. But if a signed receipt, delivery docket or other acknowledgement is obtained then that document will be conclusive evidence of Your acceptance of the Goods delivered.
You acknowledge and agree that any supply and delivery times indicated by us are given in good faith and are estimates only. Estimates of time are subject to Goods, and Personnel being available, our reasonable ability to supply on the estimated date, Force Majeure events and receiving cooperation from you and relevant third parties.
We will endeavour to deliver Goods and Services at the time you need, but if we fail to deliver within a specified time due to factors beyond our control or your acts or omissions, you are not allowed to cancel your Order, refuse to accept supply or refuse to pay.
You acknowledge and agree that we may incur Additional Expenses (such as storage, handling and insurance costs) if you cause a delay in delivery.
Delivery is deemed to occur when Goods are either handed to you or your representative or delivered to the Venue.
It is your responsibility to ensure that installation can be completed without interruption on the mutually agreed date.
You must arrange and ensure that electrical installations and data access are available and coordinated with the installation of the Goods.

Risk and Ownership

Unless otherwise agreed in writing all risk in the Goods passes to you when the Goods are delivered to the Venue.
We retain title and Intellectual Property Rights in any designs, drawings and Goods created for you. Our Intellectual Property Rights are licensed non-exclusively for your benefit and may be used by you solely for the purpose stated in the Order.
Legal ownership of Goods does not pass to you until we have received all amounts owing by you on any account whatsoever to us including any Additional Expenses.
Until legal ownership of the Goods passes to you, all Goods are held by you for us as bailee.

Modifications

We reserve the right to modify our Software at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. We will give you not less than 7 days notice of any changes and if you continue to use our Software after that time you are agreeing to all changes. The use of our Software will be deemed to be an Order from month to month.

Recovery

Should you default in the payment of all or part of the monies owed to us or an Insolvency Event occurs to you then we reserve the right to any or all of the following actions:

Charge you interest on all overdue amounts at a rate which is 4% higher than the cash rate last published by the Reserve Bank of Australia as at the due date, calculated and payable daily and compounded from the due date until the invoice is paid in full. The parties agree that this interest charge is not a penalty, but a true measure of damages incurred by Us.
Seek legal recovery of monies owed including additional expenses incurred because of this action.
commence proceedings to recover Goods and intellectual property the property of Circle.
Require any further payments to be cash on delivery or payment of clear funds in advance of delivery.
Cease or suspend providing any further Goods and/or Services to you.
Retake possession of the Goods wherever they are located where title has not passed or money is owed to us. You irrevocably grant us (including our agents or any other nominated representative) an unrestricted right and licence to enter any Venue occupied by you without notice for the purpose of identifying and repossessing any of the Goods.

Terms take precedence

These Terms take precedence over any other terms contained in any other documentation unless specifically agreed in writing by us.

Rental Terms (in addition to all other terms)

Circle may offer the use of equipment for hire. If it is to be offered for hire the Circle Solutions Order Form will indicate that it is for hire and the equipment to be on hire will be listed within an additional Rental Sales & Service Agreement. All equipment on hire will remain the property of Circle.
You will be responsible for any damage or loss of equipment through fire, theft, or any other means while in possession of the equipment during the rental period. Replacement of equipment due to loss or damage will be at your expense.
You agree to notify us of any changes in the business or changes to the management of or control of your Venue during the rental period.
Once the rental period has terminated, the contract will renew automatically unless either party notifies the other party of changes or cancellation within 2 months after the expiry date.

Knowledge Base

Please note that if you register for our Knowledge Base, the personal information (such as name, company information, etc.) that may be collected during the course of registering for Knowledge Base, logging into the Knowledge Base portal, may be used or shared with our group companies or our agents for the purpose of improving quality of our services. If you request information about or access those partners’ products or services, you agree to have your personal information shared with Circle Solutions partners for marketing purposes.

Your first name and last name may be displayed on your Knowledge Base account, which is visible to other members of the Knowledge Base Community. Your account is for your use only and cannot be shared or used by anyone else. You are solely responsible for maintaining the confidentiality of your username and password and are entirely responsible for any and all activities under your log in. You agree to notify Circle immediately of any unauthorised use or any other breach of security involving your username and password or account. Circle or partners will not be liable for any loss incurred as a result of an unauthorised use of a username/password or account.

You acknowledge and agree that the Knowledge Base Community and other similar forums are shared spaces and that your participation in such communities creates no expectation of privacy. Further, you acknowledge that any Content you communicate in a community may be seen and used by others. You understand that our staff, outside contributors, or other users connected with us may participate in communities or other aspects of the Sites and may employ anonymous usernames when doing so. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER CONTENT PUBLICLY AVAILABLE IN A COMMUNITY OR OTHERWISE ON OR THROUGH THE SITES, YOU DO SO AT YOUR OWN RISK.

Data Security

Circle Solutions Pty Ltd provides Software and associated Hardware and accessories for the collection of data by You.

You are responsible for the security of any data collected and for compliance with any relevant law or agreement with respect to data collection, security and data breach notification as may be required including by the Privacy Act 1988 (Cth).

Personal Property Securities Act 2009 (Cth) PPSA

Security for Goods Supplied

You acknowledge that these Terms are a security agreement for the purposes of the PPSA and create a security interest in the Goods supplied by us from time to time.
Each sale or supply of Goods by us under these Terms is subject to the security agreement for the purposes of the PPSA.
We may lodge a financing statement on the Personal Property Securities Register (“PPSR”) pursuant to these Terms.

General Security Agreement for Services Supplied

For the purpose of any general security agreement “Collateral” means all your present and after-acquired personal property, including circulating and non-circulating assets. Collateral includes any personal property in respect of which you have at any time, or may in the future have at any time, a sufficient legal or equitable right, title, interest or power to grant a security interest either in your own right or as trustee of a trust.
You acknowledge and agree that:

In addition to any other security interest created by these Terms, these Terms also constitute a general security agreement for the purposes of the PPSA and create a security interest in your collateral to secure payment for the Services supplied;
Each supply of Services by us under these Terms is subject to the general security agreement for the purposes of the PPSA; and

We may lodge a financing statement on the PPSR in respect of the security interest in the Collateral pursuant to these Terms.

Assurances

You must do all things, provide all information and sign all documents that are necessary and reasonably required to enable us to acquire a perfected security interest in the Goods, and/or Services (as the case may be).

Exclusion of Notices and Other Obligations

To the extent permitted by law and for the purposes of sections 115(1) and 115(7) of the PPSA:

We do not need to comply with sections 95, 118, 121(4), 125, 129(2), 129(3), 130, 132(3)(d) or 132(4); and
Sections 142 and 143 are excluded;

For the purposes of section 115(7) of the PPSA, We do not need to comply with sections 132 and 137(3).
To the extent permitted by law, you agree to waive:

Your rights to receive any notice that is required by any provision of the PPSA (including a notice of a verification statement) or any other law before a secured party or a receiver exercises a right, power or remedy; and
Any time period that must otherwise lapse under any law before a secured party or a receiver exercises a right, power or remedy.

If the law that requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).

Disclaimer of Liability and Release

Circle Solutions Pty Ltd shall have no liability for any claim made by you or by a third party arising out of:

Use by you of other than the then current unaltered version of Circle Solutions’ CircleScan, Systems and/or Kiosks; or
Use of any third-party software or accessories; or

Any compromise of data collected by you using Circle Solutions’ CircleScan, Systems and/or Kiosks.

You release and indemnify us from all liability for any claim or demand made or action commenced by any person against you or for which you are liable in connection with any loss or damage suffered in connection with the use of the Hardware of the Services and any integration of the Software by any Provider, including but not limited to any legal costs as between solicitor and client incurred by us or for which we may be liable. To the extent permitted at law, Circle will not be liable to you or any third party or Provider for liquidated damages in any form, any delay costs, consequential loss including (without limitation) any loss of profits, loss of revenue, loss of production, loss of business opportunity, loss of goodwill, loss of business reputation, economic loss or any indirect, remote and/or unforeseeable loss. The aggregate liability of Circle in damages (however arising) in respect of any act or omission of Circle in connection with its obligations under these Terms will not exceed the amount of one hundred dollars (AUD$100), even if you have indicated to Circle the possibility of such loss being incurred.

Consumer Law

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

to cancel your service contract with us; and
to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods.

If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

No additional express warranty for defects or otherwise are provided for our Goods. Consumers may rely upon their statutory rights and remedies under the Australian Consumer Law.

Force Majeure and Termination

Force Majeure

We will not be liable for any failure or delay in supply, delivery or installation where such failure or delay is wholly or partly due to a Force Majeure event. Our obligations are suspended until the Force Majeure event ceases to cause the failure or delay (as the case may be). Your obligations for payment are not affected by a Force Majeure event.

Termination

We may terminate the agreement with you immediately when:

You have not paid our invoice by its due date.
You have a judgement enforced against you or your property including under the PPSA.

You engaged in illegal activity related to the Goods and/or Services.

You engaged in conduct which in our reasonable opinion may damage our goodwill or reputation.
An Insolvency Event occurs to you.

We may terminate the agreement with you where the initial term has expired.
If we terminate the agreement with you we may suspend any further deliveries of Goods or any ongoing supply of Software.
If you wish to terminate the agreement after the initial term has expired you must give us not less than two calendar months notice In writing.
At the time of termination all fees charges and expenses must have been paid in full.

Dispute resolution

If there is a dispute between you and us then the following dispute resolution must be followed:

Details of the dispute must be given in writing to the other party (dispute notice).
After receipt of the dispute notice parties must use reasonable endeavours to resolve the dispute within thirty days.

If the dispute is not resolved within thirty days, or such other period agreed in writing by both parties, then either party may elect to have the dispute resolved by mediation by the Australian Disputes Centre, or any successor of it, in accordance with their guidelines and procedures before commencing arbitration or litigation.

Confidentiality

The Terms and arrangements between us and you must remain confidential.
All Confidential Information of a party must be kept confidential and not disclosed to any person without the consent of the party whose information is confidential, unless required by law, or where already available in the public domain.

Privacy

We may collect personal information about you in our dealings with you. All information will be held in accordance with the requirements of the Privacy Act 1988 (Cth) and associated legislation and regulations. For further information review our Privacy Policy on our website.

Additional Details

Circle may modify these Terms at any time and from time to time. We will provide you with 7 days written notice of any proposed updates or variations to these Terms. Any such updated or varied Terms will apply to all Orders placed after the date of the notice, unless you object in writing within the notice period. If you object to our updated Terms, you may exercise your termination rights stipulated by these Terms and we may choose not to accept any new Orders or ongoing Orders from you until you accept our updated Terms. By continuing to use or log in to CircleScan, CircleScan Admin or Circle Reports, after these Terms have changed, you indicate your agreement to the revised Terms. If you do not agree to the changes, you should stop using or logging in to CircleScan, CircleScan Administration or Circle Reports.

Interpretation

In these Terms:

a reference to writing includes email and any communication through Circle’s website;
a reference to a clause or paragraph is a reference to these Terms;
a reference to a party to these Terms or any other document or arrangement includes that party’s executors, administrators, successors and permitted assigns;
where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
where an expression is defined in another Circle document it will have a corresponding meaning where used in these Terms unless otherwise indicated;
headings and any explanatory notes and paragraphs are for ease of reference only and do not affect the meaning or interpretation of these Terms;
a reference to ‘including’ does not convey any limitation and should be interpreted as if the word ‘without limitation’ also appear;
any notice must be in writing and served before 5pm on a day other than a Saturday, a Sunday or a public holiday in New South Wales. Service may be made in person or electronically. If service on any other day or occurs after 5pm then it is deemed to have occurred on the next day that is not a Saturday, Sunday or public holiday in New South Wales.
any agreement with Circle may be executed in any number of counterparts and all counterparts together make one instrument.

About these Terms

The entire agreement between the parties for all Goods and Services that we supply to you is comprised of these Terms, the Circle Solutions Order Form, and any Order. Unless the parties otherwise agree in writing, these Terms apply to the extent of any inconsistency between documents.
You warrant that you have obtained all the necessary authorisations to enter into and perform the agreement created by these Terms.
You accept these Terms by signing and returning the Circle Solutions Order Form or an Order, or by instructing us to supply Goods and Services.
You engage us to provide Goods and Services strictly as an independent contractor. We are not engaged as your employee, partner, agent, joint venture or franchisee, nor is any other person working at our direction.
Invoicing and service may be made by email.

Governing Law

The laws of New South Wales apply to these Terms and any proceedings must be instituted and heard in an appropriate court sitting in New South Wales.

Version 2 – August 2025