Seller Terms & Conditions
Terms and Conditions for Sellers of goods through the Vegan Superstore System
These terms and conditions are the contract
between you and the Vegan Superstore ("us",
"we", etc). By visiting or using Our Website, you agree to be bound
by them.
We are the Vegan Superstore,
ABN 93 676 830 460, in Australia.
1.
Definitions
"Commission" | means the commission you pay
us, calculated as a percentage of the value of sales made by you through us,
net of GST. |
"Content" | means the textual, visual or
audio content that is encountered on Our Website. It may include, among other
things: text, images, sounds, videos and animations. It includes content
Posted by you both directly to offer your Products for sale and indirectly,
for any other purpose. |
"Device" | includes any computer, device,
work station, electronic application or electronic receiving device. |
"Fee" | means the annual subscription
we charge for setting you up as a supplier to Our Website visitors. |
"Our Website" | means any website or Service
designed for electronic access by mobile or fixed Device which is owned or
operated by us. It includes all of the hardware and software installations
that enable our website to function. |
"Post" | means place on or into Our
Website any Content or material of any sort by any means. |
"Product" | means any item offered for sale
by you on Our Website, whether physical goods or downloads, together with all
supporting text, and information in any medium. |
"Service" | means all of the services
available from Our Website, whether free or charged. For the sake of good
order "Service" does not include any service offered for sale on
Our Website by any person other than us. |
"Vegan Superstore or Our App" | means our Vegan Superstore App which enables a user
of a Device to select, order
and pay for goods using that Device via the Internet. |
2.
Interpretation
In this agreement unless the
context otherwise requires:
2.1.
a reference to one gender shall
include any or all genders and a reference to the singular may be interpreted
where appropriate as a reference to the plural and vice versa.
2.2.
a reference to a person
includes a human individual, a corporate entity and any organisation which is
managed or controlled as a unit.
2.3.
a reference to a person
includes reference to that person's successors, legal representatives,
permitted assigns and any person to whom rights and obligations are transferred
or pass as a result of a merger, division, reconstruction or other re-organisation
involving that person.
2.4.
the headings to the paragraphs
and schedules (if any) to this agreement are inserted for convenience only and
do not affect the interpretation.
2.5.
any agreement by any party not
to do or omit to do something includes an obligation not to allow some other
person to do or omit to do that same thing;
2.6.
except
where stated otherwise, any obligation of any person
arising from this agreement may be performed by any other person;
2.7. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.
2.8.
all money sums mentioned in
this agreement are calculated net of GST, which will be charged when payment is
due.
3.
Our contract
3.1.
The relationship between us is
solely that:
3.1.1
in consideration of the Fee
charged by us, we provide for you an Internet market place as an arm's length
contractor.
3.1.2
we act as your agent solely in
the collection of money paid by your buyer.
3.1.3
we are not partners or joint
venturers.
3.2.
If you place a Product for sale
on Our Website, you do so subject to these terms.
3.3.
When you place a Product on Our
Website, you will be bound to provide on Our Website all the information
required by the Competition and Consumer Act 2010.
3.4.
In consideration of the Fee and
the Commission, we provide for you a market place accessible via the Vegan Superstore App. The amount of the Fee and the Commission
are set out in the Fee schedule, placed on Our Website.
3.5.
We may change this agreement in
any way at any time. The version applicable to your contract is the version
which was Posted on Our Website at the time that the contract was made.
3.6.
In contracting with users of
Our App, we make certain assumptions as to your compliance with the law and to
the procedures set out on Our Website and named the "Service Level
Commitment". You agree to comply with those procedures.
3.7.
Insofar as we provide points of
guidance on Our Website, relating to product delivery, returns, payments and
other practical matters, such guidance is not to be interpreted as appropriate
to your particular Products or circumstances. They do not differentiate between
the compliance requirements of different merchants nor do they cover exclusions
which may apply to you or to some of your Products. Accordingly, you must not
assume that you have complied with the law by adopting our standards.
Accordingly, your compliance must be provided by:
3.7.1
your business procedures;
3.7.2
all of the pre-purchase
information you give to prospective buyers;
3.7.3
the content on your website.
For the sake of good order, we
remind you that the law provides that all information of whatever nature,
provided to a buyer, is deemed to be relevant and true.
3.8.
Although we are not a party to
your contract with a buyer introduced to you via Our Website, we shall remove
your Products from offer if a customer or Our Website visitor has a valid
complaint against you.
3.9.
Subject to this agreement and
to the procedures set out on Our Website, you may enter a Product for sale
through Our Website.
4.
Your licence to us
4.1.
You now warrant that:
4.1.1
you have the authority to enter
into this agreement and bind the person or organisation named by you as the seller
and licensor;
4.1.2
you own the copyright in all
Content you may Post to Our Website or that you have the permission of the
owner to use it and to grant this licence to us.
4.1.3
you know of no lawful reason
why any person should object to or claim for infringement of, any intellectual
property right relating to any Content you may Post.
4.2.
In Posting data through our
Service you grant to us an irrevocable, sub-licensable, licence to display your
Product in images and text in the public domain. In doing so you understand and
accept that we shall grant a sub-licence to any person in any terms we may from
time to time decide, to download your Product images or any other Content, to
his mobile phone.
4.3.
We will use that licence only
for commercial purposes in reference to Vegan Superstore and will stop using it after a commercially reasonable period of
time.
4.4.
You agree to any act or
omission which may otherwise infringe your right to be identified as the author
and your right to object to derogatory treatment of your Content as provided in
the Copyright Act 1968.
4.5.
You now irrevocably authorise
us to publish feedback, comments and ratings about your activity through Our
Website, even though it may be defamatory or critical].
4.6.
Posting Content does not change
your ownership of the copyright in it. We have no claim over it and we will not
protect your rights for you.
4.7.
You understand that you are
personally responsible for your breach of intellectual property rights,
defamation, or any law, which may occur as a result of any Content having been
Posted by you;
4.8.
You accept all risk and
responsibility for determining whether any Content is in the public domain and
not confidential.
4.9.
Notify us of any security
breach or unauthorised use of your account.
4.10.
We do not solicit ideas or
text for improvement of our Service, but if you do send to us material of any
sort, you are deemed to have granted to us a licence to use it in the terms set
out at sub paragraph above.
5.
Your Product placement
You agree:
5.1.
not knowingly to place any
Product for sale which is not of merchantable quality or which requires for its
setup or use a level of technical expertise which is not fully explained to a
customer before purchase.
5.2.
to make suitable arrangements
for the delivery of each Product, including packaging and carriage, so that you
can comply with the delivery terms you have given to us.
5.3.
immediately to remove from sale
on Our Website any Product which for any reason, you are unable to supply.
5.4. not to re-place any Product we remove from offer for sale.
5.5 all products you place for sale are vegan, cruelty and animal testing free.
6.
Your account and personal
information
6.1.
When you visit Our Website, you
accept responsibility for any action done by any person in your name or under
your account or password. You should take all necessary steps to ensure that
the password is kept confidential and secure and should inform us immediately
if you have any reason to believe that your password has become known to anyone
else, or if the password is being, or is likely to be, used in an unauthorised
manner.
6.2.
You agree that you have
provided accurate, up to date, and complete information about yourself. We are
not responsible for any error made as a result of such information being
inaccurate.
6.3.
You agree to notify us of any
changes in your information immediately.
6.4.
We may terminate your account
immediately and without notice to you if you fail to notify us of any such
changes.
7.
The selling procedure
7.1.
You agree that a contract to
sell a Product offered by you is a firm and binding contract as soon as your
customer's payment has been accepted by our payment service provider.
7.2.
Deliveries of hard copy and
physical Products will be made from your premises, by post or by a carrier
instructed by you subject to the contract between you and your customer. In
your contract with customer you should clearly specify the mode of delivery and
expense involved.
7.3.
In the absence of information
to the contrary, you agree to despatch a Product within 2 of notification of order by us, by a method likely to
reach the buyer within a further 7 days.
7.4.
You will notify the customer by
email on the date of sending, that the Product has been dispatched and of the
expected delivery date.
7.5.
If at any time, any customer
notifies you of non-delivery within the time scale offered by you on Our
Website, you will investigate immediately and advise the customer of what you
are doing to rectify the issue and when you expect to be able to deliver the
Product.
7.6.
If it is apparent that a
customer has not received a Product within 14 days of the expected delivery
date, you will refund money paid, including any delivery charge. This is a
condition of your contract with us because our reputation, as well as yours, is
at stake in those circumstances.
7.7.
Products may be offered for
sale subject to any discount or promotion arranged between you and us.
7.8.
Subject to discounts and
promotions, Products are offered for sale at a fixed price, inclusive of GST.
7.9.
All Products will be subject to
a delivery charge which will be shown at the pay point. The delivery charge
will be fixed by you for each item offered for sale. It may be changed at your
discretion. Once you have sold an item, the delivery charge offered by you at
the time of purchase cannot be increased.
7.10.
You agree to provide an
adequate stock of any Product placed by you for sale through Our Website and to
tell us, through your control panel, if at any time your supply is exhausted.
If that happens, you must also remove the Product from sale or mark it as
unavailable.
7.11.
You agree to comply with the
requirements implied in the returns policy set out on Our Website.
8.
Products returned
You agree that you will at all
times:
8.1.
reply promptly and in any event
within 48 hours to any customer message or
other correspondence;
8.2.
comply with the law relating to
all aspects of the contract between you and your customer, relating in particular
to your obligations to provide full information and accept cancellation and
returns. However, you may also offer more favourable terms to your customers as
per your own returns and refunds policy set out on your website or otherwise in
your terms and conditions.
8.3.
when you have an obligation to
return money to a customer for any reason, you will do so immediately in line
with the returns and refunds policy set out on Our Website;
8.4.
immediately tell your customer
in the event that Products bought are not available.
8.5.
comply with our procedures
relating to satisfaction of an order, Products returned and payment, as set out
on Our Website from time to time.
8.6.
provide information to us in
respect of any claim for non-delivery and any dispute as to payment, so as to
enable us to identify the possibility of fraud.
9.
Our Commission and payment to
you
9.1.
We sell your Product at the
price you place on it, subject to these terms and subject also to the
requirements we set out on Our Website from time to time.
9.2.
Our Fees and Commission are
payable on demand. You irrevocably authorise us to deduct them from sums paid
to us by your buyer.
9.3.
Our Website selling system is
an automated system which can be followed by you through a "control
panel".
9.4.
The proportion of each sale
receipt retained by us is as set out elsewhere on Our Website.
9.5.
Where our Commission is based
on a percentage of the sale price, you may not artificially inflate the
delivery charge and reduce the price of the Product in order to reduce our
Commission. If we believe that you do so, we may immediately cease to deal with
you.
9.6.
We will pay you within 14 days of confirmed dispatch of order.
9.7.
If you have a bank account
located in Australia, we will transfer money via the Internet, in full.
9.8.
If you do not have an account
in Australia, we will transfer money in any sum at your request and at your
cost. We will pay for the transfer if the sum due is over the limit specified
from time to time on Our Website.
9.9.
We will send you an invoice for
our charges.
9.10.
If we do or could earn interest
on any cash balance in our control for the period between payment by a customer
and our accounting to you, we are free to keep that interest and have no
obligation to account for it to you.
9.11.
If an action by a buyer results
in a charge back to our account, you agree that we may deduct the sum charged
back together with any fee paid to our service provider and bank, from any sum
due to you.
9.12.
If you or we accept any return
from a customer and consequently refund his payment, we are not obliged to
repay Commission to you.
9.13.
If in our discretion we believe
that your performance as a seller results in a significant number of charges
back and / or buyer disputes or if we believe you are in breach of this
agreement, we are free to hold back payments to you until we are satisfied that
disputes have been settled and / or breach rectified.
10.
Goods and services tax
10.1.
Fees and commissions specified
in Our Website are exclusive of GST.
10.2.
If you are located in Australia,
we will show and retain the amount of GST due on our charge for our services in
addition to the amount of commission due to us.
10.3. Vegan Superstore has the right to demand additional information about your business
so far as it may affect your GST registration, at any time, from you or from a
governmental authority.
11.
Advertising your Product
If you accept our offer to
advertise market or promote your Product, the following conditions apply.
11.1.
We may use the services of a
specialist internet marketing business associated with us.
11.2.
Without prior consent of the
other; neither we nor you will contract with any other person or company for
specialist services. Here your obligation is limited to the extent of the price
charged and due to us.
11.3.
The price charged to you will
include all payments we make to others.
11.4.
We give no guarantee as to the
success of any advertising placed.
11.5.
We shall receive no secret
commission on advertising services. But note that the service supplier is
associated with us.
12.
Your Product warranties
You warrant that:
12.1.
any Product you place on Our
Website for sale:
12.1.1
does not infringe the
intellectual property rights of any person;
12.1.2
does not offend against the law
of any country whose citizens might purchase it;
12.1.3
is not intended primarily to
advertise any business, except your business, so far only as it is carried on
through Vegan Superstore.
12.2.
you own the intellectual
property rights in any Product you place on Our Website for sale, or that you
have the permission of the copyright owner:
12.2.1
to place the Product on Our
Website for sale;
12.2.2
to receive the net proceeds of
such sales as arise;
12.2.3
to defend the copyright in the
Product.
13.
Indemnity
You agree to indemnify us against
any loss, damage or liability, suffered by us at any time and arising out of:
13.1.
any act, neglect or default of
yours in connection with this agreement or with any Product of yours or with
your use of our Services;
13.2.
your breach of this agreement;
13.3.
your failure to comply with any
law;
13.4.
any act, neglect or default by
any agent, employee, licensee or customer of yours;
13.5.
a contractual claim arising
from your use of the Services;
This indemnity shall include all
costs reasonably incurred by us without the need to prove they were necessary.
14.
Restrictions on what you may
Post to Our Website
We invite you to contribute Content
to Our Website in several ways, as for example to upload information and sales
material to promote your products/services. We have to regulate your use of Our
Website to protect our business and our staff, to protect other users of Our
Website and to comply with the law. These provisions apply to all users of Our
Website.
We do not undertake to moderate or
check Content Posted, but we do protect our business vigorously. If we believe
Content Posted breaches the law, we shall co-operate fully with the law
enforcement authorities in whatever ways we can.
You agree that you will not use or
allow anyone else to use Our Website to Post Content, upload Content or
undertake any activity which is or may:
14.1.
be unlawful, or tend to incite
another person to commit a crime;
14.2.
be obscene, offensive,
threatening, violent, malicious or defamatory;
14.3.
be sexually explicit or
pornographic;
14.4.
be likely to deceive any person
or be used to impersonate any person, or to misrepresent your identity, age or
affiliation with any person;
14.5.
use a Posting to solicit
responses unconnected with the purpose of Our Website or the terms proposed by
this agreement.
15.
Your Posting: restricted
content
In connection with the restrictions
set out below, we may refuse or edit or remove a Posting which does not comply
with these terms.
In addition to the restrictions set
out above, a Posting must not contain:
15.1.
hyperlinks, other than those
specifically authorized by us;
15.2.
keywords or words repeated,
which are irrelevant to the Content Posted.
15.3.
the name, logo or trademark of
any organisation other than yours.
15.4.
inaccurate, false, or
misleading information;
15.5.
material or links to material
that exploits people in a sexual, violent or other manner, or solicits personal
information from anyone under 18 years old.
16.
Removal of offensive Content
16.1.
We are under no obligation to
monitor or record the activity of any customer for any purpose, nor do we
assume any responsibility to monitor or police Internet-related activities.
However, we may do so without notice to you and without giving you a reason.
16.2.
If you are offended by any
Content, the following procedure applies:
16.2.1
Your claim or complaint must be
submitted to us in the form available on Our Website, or contain the same
information as that requested in our form. It must be sent to us by post or
email.
16.2.2
we shall remove the offending
Content as soon as we are reasonably able;
16.2.3
after we receive notice of a
claim or complaint, we shall investigate so far as we alone decide;
16.2.4
we are free to either
re-instate your content, or not, as we decide.
17.
Security of Our Website
If you violate Our Website we shall
take legal action against you.
You now agree that you will not,
and will not allow any other person to:
17.1.
modify, copy, or cause damage
or unintended effect to any portion of Our Website, or any software used within
it.
17.2.
link to Our Website in any way
that would cause the appearance or presentation of Our Website to be different
from what would be seen by a user who accessed Our Website by typing the URL
into a standard browser;
17.3.
download any part of Our
Website, without our express written consent;
17.4.
collect or use any product
listings, descriptions, or prices;
17.5.
collect or use any information
obtained from or about Our Website or the Content except as intended by this
agreement;
17.6.
aggregate, copy or duplicate in any manner any
of the Content or information available from Our Website, other than as
permitted by this agreement or as is reasonably necessary for your use of the
Services;
17.7.
hide or remove the banner
advertisements on any page of Our Website;
17.8.
share with a third party any
login credentials to Our Website;
17.9.
Despite the above terms, we now
grant a licence to you to:
17.9.1
create a hyperlink to Our
Website for the purpose of promoting an interest common to both of us. You can
do this without specific permission. This licence is conditional upon your not
portraying us or any Product or Service in a false, misleading, derogatory, or
otherwise offensive manner. You may not use any logo or other proprietary
graphic or trademark of ours as part of the link without our express written
consent.
17.9.2
you may copy the text of any
page for your personal use in connection with our business.
18.
Storage of data
18.1.
You agree that bandwidth and
storage requirement shall not exceed the amount ordered by you.
18.2.
If your bandwidth and storage
requirement exceeds the contractually ordered amount we may in our discretion:
18.2.1 charge the price currently charged by us for the additional usage you have used, such charges to be paid within 30 days of the invoice date or if in our opinion your usage puts at risk the continued Services provision to other customers, we may limit the Services we provide to what we have agreed in our contract with you. We may not be able to give you notice of this.
18.3.
We may, from time to time, set
a limit on the number of messages you may send, store, or receive through the
Service. We may delete messages in excess of that limit. We shall give you
notice of any change to your limit, except in an emergency.
18.4.
We maintain reasonable
procedures for general backup of data for our own purposes but we give no
warranty that your data will be saved or backed up in any particular
circumstances unless we have made specific contractual arrangements with you in
writing.
19.
Copyright and other
intellectual property rights
19.1.
All Content on Our Website, for
example page text, graphics, logos, images, audio clips, digital downloads,
data compilations, and software, is the property of either us or our affiliates
or suppliers of products for sale. It is all protected by international copyright
laws.
19.2.
You may not copy, modify,
publish, transmit, transfer or sell, reproduce, create derivative works from,
distribute, perform, display, or in any way exploit any of the Content, in
whole or in part, except as is expressly permitted in this agreement or with
our written consent.
19.3.
For the sake of good order you
should note that copyright exists in compilations and graphic images, shapes
and styles, as well as in raw text.
20.
Disclaimers and limitation of
liability
20.1.
The law differs from one
country to another. This paragraph applies so far as the applicable law allows.
20.2.
All implied conditions,
warranties and terms are excluded from this agreement. If in any jurisdiction
an implied condition, warrant or term cannot be excluded, then this sub
paragraph shall be deemed to be reduced in effect, only to the extent necessary
to release that specific condition, warranty or term.
20.3.
We make no representation or
warranty that our Service will be:
20.3.1
useful to you;
20.3.2
of satisfactory quality;
20.3.3
fit for a particular purpose;
20.3.4
data-secure;
20.3.5
available or accessible,
without interruption, or without error.
20.4.
We claim no expert knowledge in
any subject. We disclaim any obligation or liability to you arising directly or
indirectly from information you take from Our Website.
20.5.
We shall not be liable to you
for any loss or expense arising out of or in connection with your use of Our
Website, which is indirect or consequential loss, or economic loss or other
loss of turnover, profits, business or goodwill. This applies whether in an
action of contract, negligence or otherwise, even if such loss was reasonably
foreseeable or we knew you might incur it.
20.6.
We will do all we can to
maintain access to Our Website, but it may be necessary for us to suspend all
or part of our Service for repairs, maintenance or other good reasons. We may
do so without telling you first.
20.7.
You acknowledge that our
Service may also be interrupted for reasons beyond our control.
20.8.
You agree that we are not
liable to you for any loss whether foreseeable or not, arising as a result of
interruption to our Service.
20.9.
You now expressly release us
from any and all claims and liability known and unknown, arising in any way
from a dispute between you and a buyer.
20.10.
Our Website contains links to
other Internet websites. We have neither power nor control over any such
website. You acknowledge and agree that we shall not be liable in any way for
the content of any such linked website, nor for any loss or damage arising from
your use of any such website.
20.11.
Our total liability under this
agreement, however it arises, shall not exceed the sum of $ 5,000. This applies whether your case is based on
contract, tort or any other basis in law.
20.12.
This paragraph (and any other
paragraph which excludes or restricts our liability or provides an indemnity to
us) applies to our directors, officers, employees, subcontractors, agents and
affiliated companies as well as to us.
20.13.
If you become aware of any
breach of any term of this agreement by any person, please tell us by contact us through your seller panel. We welcome your input but do
not guarantee to agree with your judgement.
20.14.
Nothing in this agreement shall
be construed as limiting or excluding our liability for death or personal
injury caused by our negligence.
21.
Miscellaneous matters
21.1.
If any term or provision of
this agreement is at any time held by any jurisdiction to be void, invalid or
unenforceable, then it shall be treated as changed or reduced, only to the
extent minimally necessary to bring it within the laws of that jurisdiction and
to prevent it from being void and it shall be binding in that changed or
reduced form. Subject to that, each provision shall be interpreted as severable
and shall not in any way affect any other of these terms.
21.2.
The rights and obligations of
the parties set out in this agreement shall pass to any permitted successor in
title.
21.3.
No failure or delay by any
party to exercise any right, power or remedy will operate as a waiver of it nor
indicate any intention to reduce that or any other right in the future.
21.4.
Any communication to be served
on either of the parties by the other shall be delivered by hand or sent by express
post or recorded delivery or by e-mail.
It shall be deemed to have
been delivered: |
if
delivered by hand: on the day of delivery; |
if
sent by post to the correct address: within 72 hours of posting; |
21.5.
In the event of a dispute
between us, you undertake to attempt to settle the dispute by engaging in good
faith with us in a process of mediation before commencing arbitration or
litigation.
21.6.
In the event of any conflict
between any term of this agreement and the provisions of the constitution of a
limited company or any comparable document intended to regulate any other
corporate or collective body, then the terms of this agreement shall prevail.
21.7. The validity, construction and performance of this agreement shall be governed by the laws of the State of Victoria and you agree that any dispute arising from it shall be litigated only in that State.
If you have any questions please contact us.