Terms for Vendors
These Terms for Vendors apply to all Vendors at Spotz Pty Ltd [ ABN 34640432088 ] (“we, us, our”) website at www.spotz.com.au. These Terms for Vendors together with the website terms and any other terms and conditions and policies we publish or link to on our website and services form an Agreement with us (“Agreement”).
By clicking that you understand and agree to these Terms for Vendors, you are agreeing to be legally bound by these Terms for Vendors; if you do not agree, you cannot become a Member and use our Listing Services. We may change these Terms for Vendors at any time, and by continuing to use or access our website and services, you are accepting those changes. If you register as a business entity, you personally guarantee that you have the authority to agree to these Terms for Vendors on behalf of the business.
You agree to provide current, complete and accurate information to us, and promptly inform us of any updates to your information.
VENDOR AND LISTINGS
You must become a Member online through our website to create your e-shop and list your Products and Services for sale. Once you have become a Member you will be able to post listings for your Products and Services “Your Content”. Your Content may include images, and descriptions of your Products and Services. It is free to become a Member and list your Products and Services, provided you comply with these Terms for Vendors.
You must maintain the confidentiality of your password and login for your Membership. You are solely responsible for all use of your login and password. Your Membership is non-transferable and you must immediately notify us at firstname.lastname@example.org of any unauthorised use of your login. You are solely responsible for any activity on your membership account.
It is your responsibility to obtain any permits or licenses that are required to sell your Products and Services, and it is your responsibility to comply with all relevant laws.
FACILITATOR ONLY, NO GUARANTEES
We are not involved in the interaction between Vendors and Buyers, but only facilitate their introduction. You are responsible for your Products and Services, including any shipping, delivery, refunds, exchanges, and any and all Buyer issues. If you have a dispute with a Buyer, you must resolve it with that Buyer and you release us from all Claims arising out of or in any way connected with such disputes.
We do not guarantee that you will have any increase in sales, revenue, or that you will have any purchasers for your Products and/or Services by becoming a Member or using our Listing Services. We may any time or change our range of Membership offers or introduce a paid Membership at any time without notice to you. We are not liable for any price changes, other changes.
Except as required by law we do not warrant the quality of our services or warrant that they will meet your expectations.
RIGHTS IN YOUR CONTENT
When you post Your Content on our website, we do not make any claim to it. We also do not make any claim to your actual Products or Services. For example, we do not make claim to the rights in any copy or images in your digital downloads. You are solely responsible for Your Content. You warrant that Your Content does not infringe or violate any third party’s rights, including any Intellectual Property Rights. If Your Content is alleged to infringe a third party’s rights, we will take appropriate action, such as removing Your Content, or terminating your Membership.
By posting Your Content you grant us a licence to use it. This license is so that we can function as a marketplace, grow our marketplace and help you promote your Products and Services. You also permit us not to credit or attribute Your Content to you. The reason we need this licence is so that we can do things such as show your photos to Buyers, resize or enhance photos, edit any copy that may have mistakes in it or be outdated, feature your product on our blogs or podcasts, or social media ads or similar reasons.
The following is the legal version of that licence:
You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable licence to all Copyright in Your Content, including, but not limited to, the right to broadcast on any third party platforms. This is a licence is to use, display, edit, modify, reproduce, distribute, store and prepare derivative works of Your Content. Further, you waive all Moral Rights you have in Your Content.
YOUR OBLIGATIONS WHEN PROVIDING PRODUCTS
You warrant that any Products you list will be of a suitable quality, safety and legality. We do not permit the sale of tobacco, drugs, medicines, items with hate speech, dangerous items, pornography, mature content or internationally regulated items.
You are responsible for setting up shipping in your shop settings for all Products. All information you provide must be correct and accurate, and you are solely responsible for any errors in shipping costs or delivery times.
ALCOHOL SALE POLICY
Sellers may sell alcohol products via the Marketplace provided that:
(a) the Seller holds an appropriate liquor licence in accordance with relevant legislation;
(b) the sale of the alcohol product complies with all applicable laws;
(c) all Advertisements relating to alcohol products are compliant with the Alcoholic Beverages Advertising Code; and
(d) the Seller uses a form of delivery for the alcohol product that requires the signature of a person over the age of 18.
YOUR OBLIGATIONS WHEN PROVIDING SERVICES
You warrant that any Services you list, you are suitably qualified and experienced to perform. You must perform any Services in accordance with the Buyer’s brief, their reasonable directions and instructions and in accordance with any agreed timeline and dates. You are solely responsible for correctly defining the scope of work involved in the Services and what is and is not included. You must also perform them in a professional manner, in accordance with accepted industry practice and in compliance with all legislation and regulations. The Services must be performed personally by you or your Representatives and you must keep the Buyer updated at all times. You must let the Buyer know if there may be any conflict of interest in performing the Services (such as where you work or have worked for a competitor). You must be transparent with any additional costs that may be incurred in relation to the Services.
You acknowledge and agree when performing Services for Buyers you may have access to their Confidential Information. You agree that you will keep confidential and secure all Confidential Information. You must not disclose or permit any person or third party access to any Confidential Information. This includes any social media posting. You must notify the Buyer immediately upon becoming aware of any unauthorised use, disclosure, copying, or loss of any or all of the Confidential Information.
You must come to your own agreement with the Buyer in relation to the ownership of Intellectual Property Rights in any Materials that are the result or are developed as part of or during the performance of the Services. If no written agreement has been made, you assign to the Buyer all Intellectual Property Rights in any Materials which are developed by you as a result of or during the performance of the Services. The assignment takes effect immediately the Materials comes into existence, and you agree to sign all documents and co-operate in all ways to ensure the Buyer has full ownership and title to those Materials. You agree to waive any Moral Rights you have in the Materials.
YOUR CONTENT RULES
You must conduct yourself appropriately when using our Listing Services, including being respectful and courteous to all other Members. Your Content must be accurate, correct and up to date. We may monitor Your Content to ensure that it is suitable and in line with Spotz’s vision and values. If you post any of the following, we may, at our sole discretion remove Your Content or terminate your Membership:
- any inappropriate or offensive content including but not limited to, any insults or profanity, conduct that is religiously, racially, or sexually offensive, or threatening or abusive, or that impersonates, stalks or harasses another user;
- any illegal content including, but not limited to, anything defamatory, and any post that breaches third party Intellectual Property Rights;
- any immoral content including but not limited to, anything pornographic or obscene; or
- any false or misleading content,
- any threatening or abusive content,
- any copying, modifying or distributing of any other member’s content without their consent;
- any content that offers for sale any counterfeit items or items that infringe any rights including the Intellectual Property Rights of third parties.
You must also comply with the Australian Consumer Law in relation to Your Content at all times, including but not limited to ensuring Your Content is not misleading or deceptive.
If you consider that someone is breaching the content posting rules, please notify us at email@example.com immediately so that we can address the issue immediately. Where you breach these content rules, we may delete Your Content and terminate your Membership at our discretion.
YOUR OBLIGATIONS AFTER A BUYER PURCHASE
After a Buyer makes a purchase we will send you an order notification email with various details, including the Buyer’s name, address and the Product or Service purchased. You must send the Product, or deliver the Service to the Buyer in accordance with your shop settings. You must comply with the Australian Consumer Law in respect of any Buyer refunds, exchanges, and any additional guarantees or promises you have made to the Buyer.
You need to have or set up a Paypal or Stripe account in order to collect your sales proceeds. When an item sells, you are responsible for all Third Party Transaction and Bank Fees. This includes the Stripe fee of 1.75% + 30c, and the Paypal fee of 2.6% + 30c. This is calculated on the sale price and shipping price you set.
You agree that you will also pay us our Transaction Fees (currently 9% + GST) you sell your Products and/or Services from our website. We will automatically deduct our Transaction Fees from any sales. We may discount or offer free listings and reduce or waive our Transaction Fees from time to time. If you don’t pay any Transaction Fees, without prejudice to any other right or remedy we may be entitled to under this Agreement or by law, we may suspend or terminate your Membership. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.
You are responsible for paying any applicable taxes for any sales you make.
REFUNDS OF TRANSACTION FEES
To the extent permitted by law, any refunds of Transaction Fees paid to us are at our absolute discretion. We do not provide refunds where you failed to provide us with adequate or accurate information, or where you fail to get results.
You permit us to use any testimonials you post for our marketing and information purposes, or publications exhibitions and professional awards. You must seek our prior written consent before any publication of information about us.
We may refuse to provide Membership to you, or anyone, for any reason, at any time. In particular, if you breach this Agreement we may immediately terminate your Membership and remove Your Content. We may also warn Members to use caution when dealing with you. We can also stop offering our Listing Services at any time, for any reason, and without notifying you. We are not responsible to you for any changes, or if we suspend or stop our Listing Services.
You can terminate your Membership at any time by deleting your account. You will still be required to pay any outstanding fees owed to us, and if you wish for any of Your Content to be removed you will need to notify us. You will need to honour any transaction that is entered into by a Buyer as a result of Your Content.
LIABILITY AND INDEMNITY
Your use of, or inability to use our Listing Service at your sole risk. To the maximum extent permitted by law, we are not liable for any Loss or Damage arising from your Membership or Your Content including, but not limited to, any errors or omissions in any Your Content, any price changes or discontinued Listing Services, any termination of your Membership, any removal of Your Content and any interruptions, any changes. We are also not liable for any Loss or Damage arising as a result of the Buyers you interact with.
To the extent which we are entitled to do so, our liability under the Australian Consumer Law will be limited, at our option to:-
- the supply of equivalent Listing Services eg another opportunity to list your Products or Services; or
- the payment of the cost of the relevant Transaction Fee.
- In any case, our liability to you will not exceed the sum of $100.
You agree to indemnify us, and to keep us indemnified from any Claim arising out of or in connection with Your Content, your breach of this Agreement, including but not limited to the content rules, where you provide incorrect personal information, any unauthorised use of your Membership account, any lack of results from Your Content, any disclosure of your personal information, and any further meetings or communications with any Buyer, any Product provide to, or Services performed for a Buyer, and any direct or indirect consequences of you accessing using or transacting on the website.
IF THERE IS A DISPUTE
In the event of any dispute that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each party agrees to pay their own costs.
This Agreement is to be construed in accordance with the laws of NSW, Australia, and you and we submit to the jurisdiction of the courts of NSW, Australia. This is the entire agreement between you and us, and supersedes any prior agreements, proposals and communications whether oral or written, between you and us. These Terms for Vendors do not create any agency, partnership, joint venture, employment or franchisee relationship between you and us. In the event of an inconsistency between these Terms for Vendors and other terms and conditions on our website, these Terms for Vendors prevail. No other term is to be included in this Agreement except where it is required to be included by law. The failure by us to exercise any right, or enforce any provision in these Terms does not waive the future operation of that right or provision. In the event that a provision in this Agreement is not enforceable, such provision shall be severed from this agreement to the extent permitted by law, and the remaining provisions will remain in full force and effect. All obligations and liabilities in these Agreement survive termination of this Agreement.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Buyer means any Member who becomes a customer or purchaser of a Vendor’s Products and/or Services.
Claim means any claim, under statute, tort, contract or negligence, any demand, award or costs.
Confidential Information means any information in any form that is about business structure, methods, procedures, financial information, sales, marketing or promotional information, any login details, any personal information as defined under the Privacy Act 1988 (Cth) and any information that the Buyer lets you know is confidential, or is marked as confidential, and includes the brief; however it does not include information already in the public domain, or that is required to be disclosed by law.
Copyright means the copyright as defined under the Copyright Act 1968 (Cth).
Intellectual Property Rights means all copyright, trademarks, design rights, patents, trade secrets and confidential information whether registered or unregistered.
Listing Services means the Listing Services we agree to provide to you where you can list your own Products and or Services and post Your Content on our website.
Loss or Damage means any direct, indirect, incidental, punitive, special, or consequential loss or damages of any kind, including but not limited to, any loss of profits, loss of goodwill, loss of business reputation, revenue, savings, loss of data, loss of enjoyment, virus to systems, personal injury, death, negligence, trespass, property damage and legal costs.
Materials means any materials produced as a result of the Services, including any copy, images, documents, logos, concepts, designs, documents, and any other materials.
Member means any person or business that signs up to become a Vendor on our website.
Moral Rights means all moral rights as defined under the Copyright Act 1968 (Cth).
Products means any product that a Vendor lists on our website.
Representatives means any of your employees or contractors.
Services means any service that a Vendor lists on our website.
Transaction Fee means the 9% + GST transaction fee we charge you for each successful sale of your product resulting from a Listing.
Vendor/ You means any Member being a person or business listing their Products and/or Services on our website, and includes all your Representatives.
We, us, or our means Spotz Pty Ltd [ ABN 34640432088] and includes any of our directors, officers, employees, agents, partners, contractors and where relevant any parent companies or subsidiaries.
Website means www.spotz.com.au, and everything available on this website including, but not limited to, our marketplace and all listing services.
Your Content includes any images, logos, photos, graphics, designs and product and service descriptions in relation to your Products and Services, and any further posts made on our website.