NEURONSVR PTY LTD | GENERAL TERMS AND CONDITIONS OF SALE
VERSION 2.0 – EFFECTIVE DATE: 2 SEPTEMBER 2026
1. Interpretation
In these General Terms and Conditions of Sale (Terms):
1.1 “Customer” means the person or entity purchasing Equipment, Services and/or a Subscription from NeuronsVR.
1.2 “Content” means the therapy libraries, programs, applications, software, audiovisual material and other digital content supplied, licensed or made available by NeuronsVR from time to time.
1.3 “Equipment” means the physical equipment supplied by NeuronsVR to the Customer, including headsets, tablets, cases and any other hardware specified in a Quotation.
1.4 “Kit” means a collection of Equipment supplied and configured by NeuronsVR for use with the Subscription.
1.5 “NeuronsVR” means NeuronsVR Pty Ltd ABN 56 654 528 266 and includes its successors and permitted assigns.
1.6 “Quotation” means any quotation, proposal or offer issued by NeuronsVR to the Customer.
1.7 “Services” means any training, support, configuration, implementation or other services supplied by NeuronsVR.
1.8 “Subscription” means the licence granted by NeuronsVR to the Customer to access and use the Content in accordance with these Terms.
1.9 “Subscription Fee” means the fee payable by the Customer for the Subscription.
1.10 “Subscription Period” means each 12-month period during which the Customer is entitled to access the Subscription.
2. Application of these Terms
2.1 These Terms apply to every Quotation accepted by the Customer and every agreement between NeuronsVR and the Customer for the supply of Equipment, Services and/or a Subscription.
2.2 An accepted Quotation and these Terms together form the agreement between NeuronsVR and the Customer.
2.3 If an accepted Quotation expressly states that a provision is intended to vary these Terms, that provision of the Quotation will prevail to the extent of the variation.
2.4 Any terms or conditions contained in a purchase order or other document issued by the Customer do not apply unless NeuronsVR expressly agrees to them in writing.
3. Price for Equipment and Services
3.1 The price payable by the Customer for Equipment and Services will be:
(a) the price specified in an accepted Quotation; or
(b) if no Quotation has been issued, the price advised by NeuronsVR and accepted by the Customer at the time the order is placed.
3.2 Unless expressly stated otherwise, all prices are exclusive of GST or any equivalent applicable tax.
3.3 Unless expressly stated otherwise in the Quotation, the agreed price for Equipment includes delivery, freight, customs and duties associated with delivery to the Customer’s nominated delivery address.
3.4 Once an order or Quotation has been accepted, NeuronsVR will not change the agreed price for that Equipment or Services unless the Customer agrees to the change in writing.
4. Subscription
4.1 In consideration for the due and punctual payment of the Subscription Fee by the Customer to NeuronsVR, NeuronsVR grants to the Customer a non-exclusive, unassignable and non-transferable licence to use the Content solely for the purpose of using the Equipment.
4.2 For the avoidance of doubt, the purchase of Equipment or the Subscription does not transfer ownership of, or otherwise grant any right in or to, any intellectual property rights of NeuronsVR, whether registered or unregistered and whether included in the Content or otherwise, including, but not limited to, trade marks, patents, designs, copyright, technical specifications and information, software, computer programs and code (“Intellectual Property”).
4.3 The Customer must not use, disclose, transfer, modify, adapt, reproduce, develop or otherwise exploit or profit from the Content, any part of the Content, or any Intellectual Property in any way without NeuronsVR’s prior written consent.
4.4 The Subscription Fee will be the fee specified in an accepted Quotation or, if no Quotation has been issued, the fee advised by NeuronsVR and accepted by the Customer.
4.5 The Subscription is provided for successive 12-month Subscription Periods.
4.6 At least 30 days before the end of each Subscription Period, NeuronsVR will give the Customer written notice of the upcoming renewal and any change to the Subscription Fee for the next Subscription Period. Unless the Customer gives NeuronsVR written notice before the end of the current Subscription Period that it does not wish to renew, the Subscription will renew for a further 12-month Subscription Period.
4.7 The Customer may elect to pay the Subscription Fee annually in advance or by monthly instalments, as agreed with NeuronsVR.
4.8 Payment by monthly instalments is a payment arrangement only and does not constitute a month-to-month Subscription.
4.9 The Customer remains responsible for payment of the Subscription Fee for the full 12-month Subscription Period.
4.10 The Customer may give written notice at any time that it does not wish to continue its Subscription. Unless otherwise agreed by NeuronsVR in writing, cancellation will take effect at the end of the Customer’s then-current 12-month Subscription Period. The Customer remains responsible only for any unpaid Subscription Fees for the remainder of that current Subscription Period and will not be liable for Subscription Fees for any subsequent Subscription Period. This clause does not limit any right of the Customer to terminate arising from a material breach by NeuronsVR or under applicable law.
4.11 Subscription Fees paid in advance are non-refundable for the applicable Subscription Period, except to the extent otherwise required by law.
5. Payment of Price and Subscription Fee
5.1 The price of Equipment and Services and the Subscription Fee shall be payable without deduction or set-off, except where the Customer has a bona fide dispute regarding an amount and has notified NeuronsVR of that dispute in writing, or where a deduction or set-off is required by law. The Customer must pay all undisputed amounts when due.
5.2 Payment of the price for Equipment and Services must be made by the Customer within 7 days after the date of NeuronsVR’s invoice, unless otherwise specified in an accepted Quotation.
5.3 If the Customer fails to make payment to NeuronsVR when due, the Customer must pay interest on that amount, following notice by NeuronsVR to the Customer of the late payment, which interest will accrue daily from the due date for that amount until such amount is paid in full. The rate of interest for the purpose of this clause will be 1.5% per month (calculated daily).
5.4 If the Customer fails to make payment of the Subscription Fee when due, NeuronsVR may, without limiting any other rights or remedies it may have, suspend the Subscription until such time as the overdue amount has been paid in full. If the overdue amount remains unpaid for 14 days after NeuronsVR gives the Customer written notice of the overdue amount, NeuronsVR may terminate the Subscription. NeuronsVR may do all things necessary to prevent the Customer’s access to the Content when the Subscription is suspended or terminated.
5.5 Suspension or termination of the Subscription does not entitle the Customer to a refund of any amount paid for the Equipment, except to the extent otherwise required by law.
6. Credit
6.1 NeuronsVR may refuse to extend credit to the Customer in relation to any future order that has not already been accepted by NeuronsVR.
7. Delivery
7.1 NeuronsVR will use its reasonable endeavours to deliver the Equipment on the delivery date. The delivery date will be the date specified in any acceptance issued by NeuronsVR to the Customer in response to the Customer’s order, or such other date as the parties may agree. NeuronsVR is not liable for any loss, cost, damage, expense or claim arising from a delay or failure in delivery to the extent that the delay or failure is caused by circumstances beyond NeuronsVR’s reasonable control. Delivery occurs when the Equipment is unloaded from a carrier at the Customer’s nominated delivery address.
7.2 NeuronsVR may stop delivery of Equipment to the Customer if:
(a) the Customer is in breach of its payment obligations under these Terms;
(b) the Customer has materially breached any other term of its agreement with NeuronsVR; or
(c) NeuronsVR believes on reasonable grounds that the Customer is or may become insolvent or will not be able to satisfy payments due to NeuronsVR.
8. Warranties, Liability and Indemnity
8.1 To the extent permitted by law, the liability of NeuronsVR in respect of any breach of these Terms or breach of any warranty (whether made in these Terms or otherwise provided by NeuronsVR to the Customer) for any Equipment is limited to, at the option of NeuronsVR:
(a) the replacement of the Equipment;
(b) the repair of the Equipment;
(c) the payment of the cost of replacing the Equipment or acquiring equivalent equipment; or
(d) the payment of the cost of having the Equipment repaired.
8.2 To the extent permitted by law, the liability of NeuronsVR in respect of any breach of these Terms or breach of any warranty in relation to Services is limited, at the option of NeuronsVR, to the re-supply of the Services or the payment of the cost of having the Services supplied again.
8.3 To the extent permitted by law, all warranties, whether express, implied or otherwise, that are not set out in these Terms or provided by NeuronsVR to the Customer are excluded and NeuronsVR is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss, damage, cost, expense, liability or claim that is caused by or arises from the misuse or abuse of the Equipment or the Content by the Customer or any third party or the failure by the Customer or any third party to comply with the instructions and recommendations of NeuronsVR in relation to the use of the Equipment or the Content;
(d) any loss, damage, cost, expense, liability or claim that is caused by or arises from any act, omission or negligence of the Customer or any third party;
(e) any special, indirect or consequential loss or damage of any nature whatsoever.
8.4 The Customer must indemnify and keep indemnified NeuronsVR and its employees, officers, agents and contractors against all actions, claims, reasonable legal costs, damages, expenses, liabilities and losses to the extent arising from, caused by or in connection with any one or more of the following:
(a) death, illness or personal injury of any person caused by an act, omission, negligence or misuse of the Equipment or Content by the Customer, its employees, officers, agents or contractors (“Personnel”), or any person to whom the Customer permits access to the Equipment or Content;
(b) loss of, damage to, or loss of use of any real or personal property caused by an act, omission, negligence or misuse of the Equipment or Content by the Customer, its Personnel, or any person to whom the Customer permits access to the Equipment or Content; and
(c) any breach of these Terms by the Customer or its Personnel.
The indemnity in clause 8.4 does not apply to the extent that the relevant loss, liability, damage, cost or expense is caused or contributed to by a breach of these Terms, negligence or wilful misconduct of NeuronsVR or its employees, officers, agents or contractors.
9. Acceptance, Returns and Cancellation
9.1 The Customer must, as soon as possible after delivery of the Equipment, inspect the Equipment and notify NeuronsVR in writing within 24 hours after delivery of any shortage in the quantity delivered, or any damage, defect or non-compliance with these Terms that is reasonably apparent on inspection.
9.2 If the Customer does not provide notification to NeuronsVR in accordance with clause 9.1, the Customer is deemed to have accepted the quantity of Equipment delivered and the condition and compliance of the Equipment in respect of any damage, defect or non-compliance that was reasonably apparent on inspection at the time of delivery.
9.3 Clauses 9.4 to 9.7 apply only to returns accepted by NeuronsVR where the Customer does not otherwise have a right to return the Equipment under applicable law.
9.4 Equipment will not be accepted for return without the prior written approval of NeuronsVR.
9.5 Equipment accepted for return:
(a) must be accompanied by a copy of the approval and must quote NeuronsVR’s invoice and delivery docket number to which the Equipment relates;
(b) must be returned in its original packaging;
(c) must not have been used or damaged and must be of merchantable quality; and
(d) must be returned at the cost of the Customer.
9.6 Equipment accepted for return shall be accepted and credited to the Customer’s credit account, except in the case of cash sales.
9.7 The Customer agrees that it will pay NeuronsVR a handling charge of twenty five percent (25%) of the invoice price of the Equipment accepted for return.
9.8 If the Customer wishes to cancel or modify an order for Equipment, the Customer must provide the request to NeuronsVR in writing. NeuronsVR may accept or reject the request. If NeuronsVR agrees to cancel or modify an order, the Customer must pay to NeuronsVR on demand any reasonable loss, cost, expense or liability incurred by NeuronsVR as a direct result of the cancellation or modification.
10. Title, Risk and Decommissioning of Equipment
10.1 Title to the Equipment shall not pass to the Customer until the purchase price for that Equipment has been paid in full.
10.2 Risk in the Equipment passes to the Customer when the Equipment is delivered to the Customer’s nominated delivery address.
10.3 Until title passes to the Customer, the Customer shall hold the Equipment as bailee for NeuronsVR.
10.4 Until title passes to the Customer, the Customer shall, if required, store the Equipment in a manner which clearly identifies NeuronsVR’s ownership of the Equipment.
10.5 Unless and until NeuronsVR makes demand for return of Equipment and while title has not passed to the Customer, the Customer may sell the Equipment in the ordinary course of its business and shall hold and account for the proceeds of sale to NeuronsVR. The proceeds of sale are to be paid into an account maintained solely for that purpose.
10.6 If the Customer sells Equipment before title has passed to the Customer to a purchaser who refuses or neglects to pay for the Equipment, the Customer will, if called upon to do so, assign to NeuronsVR its rights against the purchaser.
10.7 Until title passes to the Customer, the Customer shall at its own cost insure the Equipment for its full insurable value against all of the usual risks in the names of both NeuronsVR and the Customer for their several interests. If called upon to do so, the Customer will produce evidence to NeuronsVR of such insurance.
10.8 If title to the Equipment has not passed to the Customer and the Customer breaches its obligation to pay the purchase price for that Equipment, or the Customer becomes insolvent, the Customer shall, if required by NeuronsVR, promptly deliver the Equipment to NeuronsVR.
10.9 If the Customer fails to promptly deliver up Equipment under clause 10.8, NeuronsVR by its servants or agents is authorised, to the extent permitted by law, to enter any place where the Equipment is situated and to take possession of and remove it and for this purpose NeuronsVR is appointed the Customer’s agent.
10.10 If the Subscription expires, is cancelled or is terminated for any reason, the Customer must return the Equipment to NeuronsVR for decommissioning within 30 days after the Subscription ends, or within such other period agreed by NeuronsVR in writing.
10.11 Decommissioning may include the removal or disabling of NeuronsVR applications, therapy Content, software, licences, accounts, configurations and other proprietary NeuronsVR materials.
10.12 Once decommissioning has been completed, where title to the Equipment has passed to the Customer under clause 10.1, the Equipment will be returned to the Customer and remains the Customer’s property. All costs associated with returning the Equipment to NeuronsVR, decommissioning the Equipment, and returning the Equipment to the Customer, including freight, handling and reasonable decommissioning charges, are the responsibility of the Customer. Where title has not passed, NeuronsVR’s rights under clauses 10.1 to 10.9 continue to apply.
11. Personal Property Securities
11.1 For Customers in Australia, defined terms in clauses 11.1 to 11.6 have the same meaning as given to them in the Personal Property Securities Act 2009 (Cth) (Australian PPSA).
11.2 To the extent that the arrangement documented in these Terms constitutes a Security Interest:
(a) clauses 11.1 to 11.6 apply;
(b) the Security Interest is created in, and the Customer grants to NeuronsVR a Security Interest in, any Equipment for which title has not passed to the Customer under clause 10.1 and any proceeds received by the Customer in relation to that Equipment, and a Financing Statement may be registered on the Register.
11.3 The Customer acknowledges that the creation of, and granting of, the Security Interest gives rise to remedies of repossession, retention and/or sale of the Equipment in accordance with the Australian PPSA or otherwise where NeuronsVR seeks to enforce the Security Interest.
11.4 To the extent permissible at law, the Customer:
(a) waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to NeuronsVR; and
(b) agrees to indemnify NeuronsVR on demand for all costs and expenses, including legal costs and expenses on a solicitor/client basis, associated with any registration, amendment, discharge, enforcement or attempted enforcement of any Security Interest, and all other costs associated with the perfection and enforcement of the Security Interest.
11.5 To the extent permitted by section 115 of the Australian PPSA, the parties contract out of each provision of the Australian PPSA that section 115 permits them to contract out of, and the Customer waives any rights or notices under those provisions to the extent that they may lawfully be waived.
11.6 The Customer must ensure that all third parties who may from time to time take or come into possession of Equipment in which NeuronsVR retains a Security Interest are advised of NeuronsVR’s Security Interest in that Equipment.
11.7 For Customers in New Zealand, defined terms in clauses 11.7 to 11.10 have the same meaning as given to them in the Personal Property Securities Act 1999 (NZ) (New Zealand PPSA).
11.8 To the extent that the supply of Equipment under these Terms creates a security interest under the New Zealand PPSA, the Customer grants NeuronsVR a security interest in any Equipment for which title has not passed to the Customer under clause 10.1 and any proceeds of that Equipment.
11.9 The Customer authorises NeuronsVR to register and maintain any financing statement reasonably required to protect that security interest and must provide NeuronsVR with reasonable assistance to perfect or enforce the security interest.
11.10 The Customer must pay NeuronsVR’s reasonable costs of registration, amendment, discharge or enforcement of a security interest under clauses 11.7 to 11.10.
12. Claims and Incidents
12.1 The Customer must:
(a) promptly inform NeuronsVR of all complaints or claims relating to the Equipment, Services or Content that are received by the Customer;
(b) not admit liability on behalf of NeuronsVR in respect of any complaint or claim relating to the Equipment, Services or Content without NeuronsVR’s prior written consent;
(c) not resolve or settle any complaint or claim relating to the Equipment, Services or Content which may result in NeuronsVR incurring any liability (whether to an end user, the Customer or any other person) without NeuronsVR’s prior written consent; and
(d) deal promptly with all complaints relating to the Equipment, Services or Content where NeuronsVR will not incur any liability with respect to the complaint or claim.
12.2 Where the Customer becomes aware of an incident where a person has suffered death or serious injury or illness that was caused by, or may have been caused by, the Equipment or Content (“Incident”), the Customer must immediately notify NeuronsVR in writing of such Incident.
12.3 Where the Customer becomes aware of an Incident, the Customer must also provide sufficient information to NeuronsVR to allow NeuronsVR to meet its statutory reporting requirements, including but not limited to:
(a) details as to when the Equipment was purchased and the quantity of Equipment purchased;
(b) the nature of the injury or illness and the circumstances in which it occurred; and
(c) any other information that NeuronsVR reasonably believes is required to allow it to investigate the Incident and to meet its statutory reporting obligations.
12.4 Nothing under this clause will be taken to be an admission by NeuronsVR of any liability in relation to the Equipment, Content or the Incident.
13. Miscellaneous
13.1 These Terms and each agreement between NeuronsVR and the Customer are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.
13.2 If any provision of these Terms is or is found to be void, illegal or unenforceable in any jurisdiction, that provision is severed from these Terms within that jurisdiction to the extent that it is void, illegal or unenforceable and these Terms otherwise continue in full force and effect.
13.3 These Terms, any Quotation and any agreement between the Customer and NeuronsVR may only be amended by written agreement between NeuronsVR and the Customer, except where these Terms expressly provide otherwise.
13.4 The Customer must not assign, novate, transfer or otherwise deal with any of its rights or obligations under these Terms without NeuronsVR’s prior written consent.
13.5 Any waiver by NeuronsVR of any right, remedy or obligation or any failure or delay by NeuronsVR to enforce or exercise any right, remedy or obligation on any one or more occasions does not limit or prevent NeuronsVR from exercising or enforcing that right, remedy or obligation on any other occasion. Any waiver of a right, remedy or obligation by NeuronsVR will be of no effect unless it is given in writing and signed by NeuronsVR.
13.6 Nothing in these Terms excludes, restricts or modifies any right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified under applicable law in Australia or New Zealand.
14. Direct Debit
14.1 If the Customer elects to pay by direct debit, the Customer must complete the Direct Debit Request, payment authority and/or service agreement required by NeuronsVR’s financial institution or payment provider.
14.2 The direct debit arrangement is governed by the applicable payment authority or service agreement and the banking or payment-system rules that apply to it.
14.3 Stopping, deferring or cancelling a direct debit does not cancel the Subscription or affect the Customer’s obligation to pay any Subscription Fees or other amounts due under these Terms. The Customer must arrange another payment method acceptable to NeuronsVR for any amounts that remain payable.
14.4 If a direct debit is returned or cannot be processed, the Customer must pay the amount due using another payment method acceptable to NeuronsVR. NeuronsVR may recover from the Customer any reasonable fee actually charged to NeuronsVR by its financial institution or payment provider as a result of the failed debit.
CUSTOMER ACKNOWLEDGEMENT
I/We agree that, where these Terms form part of our agreement with NeuronsVR, I/We will abide by these General Terms and Conditions of Sale.
| Customer name: | Position: |
| Signature: | Date: |
| Order / Quotation No.: |