1.1 www.sevencanaries.com.au (“site”) is a site operated by SevenCanaries Pty Ltd (“we” or “us”). We are registered in Australia under company number 150 263 013.
1.2 Our site is a portal site providing: (a) users with the facility or venue to purchase third party products from third party vendors; and (b) vendors with the facility or venue to sell and/or promote their products to end users. Accordingly, we provide a marketplace portal platform (that is, an online portal platform facilitating users’ access directly to various third party vendors) (“Marketplace Portal”).
1.3 These Vendor Terms & Conditions help to keep our site and the Marketplace Portal a safe place to buy and sell items. We would like to build our site and the Marketplace Portal on trust, and compliance with these Vendor Terms & Conditions help ensure trust amongst all members of our portal community.
1.4 In these Vendor Terms & Conditions “you” includes anyone acting on your behalf or with your express or implied authority.
2.1 Any person who wants to access and use our site to act as a vendor in the Marketplace Portal must accept these Vendor Terms & Conditions. These Vendor Terms & Conditions are binding for your registration to our Marketplace Portal and for each and every time the Marketplace Portal is used.
2.2 By registering and accepting these Vendor Terms & Conditions, you agree to the terms and conditions contained herein. If you do not agree to accept these Vendor Terms & Conditions, you may not become a registered vendor of the Marketplace Portal and will not be able to access or otherwise use the services provided by the Marketplace Portal to registered vendors.
2.3 Once you have satisfactorily completed and submitted a registration form and all requisite registration forms and materials, via our site, and we have received the Vendor fee from you, you will become a registered vendor of our Marketplace Platform, subject to acceptance by us in our absolute discretion. As a registered vendor, an account will be established for you and you will be will be assigned a username and password for login access to your account. This username and password will allow you to manage your vendor account and you grant us a licence to use, copy, communicate, display and publish your content via our Marketplace Portal or for the purposes of these Vendor Terms & Conditions.
2.5 Nothing shall prevent us from entering same or similar arrangements with anyone else or other members or vendors.
3. ELIGIBILITY FOR REGISTRATION
3.1 Registration to our Marketplace Portal is available only to, and may only be used by individuals, companies or other legal persons who can form legally binding contracts under applicable law and who are registered for GST purposes with a valid ABN number (or who are otherwise legally exempt for GST purposes). Without limiting the foregoing, registration is not available to persons under the age of 18 years. If you do not qualify, please do not attempt to register with our Marketplace Portal.
3.2 You will need your username and password to access your account. You are responsible for all activity that takes place under, or by reference to, your user account, username or password (including, without limitation, all activity and transactions conducted within your marketplace store and via PayPal). It is your responsibility to maintain the confidentiality of your password and username (and any other security information related to your account) and if you become aware of any unauthorized use using your password or account, you must notify us immediately at: firstname.lastname@example.org.
4. YOUR VENDOR ACCOUNT
4.1 You shall ensure that your vendor account, all activity and transactions conducted within your marketplace store, and the provision of goods, services, directory listings or advertising material from or via your vendor account or your marketplace store by you, shall:
(a) Be conducted with due care and skill, in a proper and professional manner consistent with best industry practices.
(b) Be compliant with all relevant laws, industry codes and standards and not infringe any third party rights.
(c) Not transmit, or be associated with, any unlawful, harassing, libellous, abusive, threatening, defamatory, vulgar, obscene, racist, harmful or otherwise objectionable material of any kind.
(d) Not interfere or attempt to interfere with the proper working of the Marketplace Portal, our site or the use of our site by anyone else (including, without limitation, users, other registered vendors and other marketplace stores).
4.2 Without limiting clause 4.1, you shall ensure (where relevant) that:
(a) All transactions conducted via your vendor account and your marketplace store are done so in accordance with binding and enforceable terms and conditions of sale and delivery and returns policies (which are clearly visible, to the user, on or via your marketplace store, which as a minimum shall be visibly brought to the attention of users of your marketplace store prior to the time of entering into any purchases or other transactions via your marketplace store).
5.1 Our pricing model is set out in Become A Vendor.
5.2 Where you are unable to activate a PayPal account for the purposes of your vendor account, we may agree to provide an online billing platform, via our Marketplace Portal PayPal account (conducted by our related body corporate, SevenCanaries Marketplace Pty Ltd), so as to administer the payment process, subject to the payment by you of our standard administration charge imposed from time to time.
6. FRAUD OR SCAM
6.1 By using our Marketplace Portal, you agree that we, and our directors, officers, employees and agents, are not responsible for any losses arising from fraud, or scams, including, without limitation, where such fraud or scams arise as a result of any conduct or transactions with buyers or customers within the Marketplace Portal.
6.2 We may suspend access to your account or the Marketplace Portal immediately, at any time without giving you notice, if we believe there are security concerns related to your account or the Marketplace Portal.
7. LISTING AND SELLING
7.1 You must be legally able to sell the item(s), listings or materials you list for sale or advertise on our Marketplace Portal.
7.2 You must describe your item(s), all terms of sale, prices and any other content, listings or advertising material accurately and in conformity with our User Generated Content Policy.
7.3 We reserve the right to remove any of your content, listings, advertising material or listed item(s) if we determine in our reasonable discretion is non-compliant with any of these Vendor Terms & Conditions or the User Generated Content Policy or any legal requirement.
8. PROHIBITED ITEMS
8.1 Only good or services that can be sold or provided without infringing any laws can be sold or provided on our Marketplace Portal. We place certain restrictions on the types of items offered for sale on our Marketplace Portal. The following prohibited goods or services shall not be listed on our Marketplace Portal: pornography, narcotics, gambling and hazardous materials. You should be aware of the restrictions set out in the User Generated Content Policy.
9. TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS
9.1 We do not guarantee or provide any warranty or assurance that customers or users will transact with you via the Marketplace Portal, nor do we warrant the customers’ or users’ reliability, legitimacy, repute, credibility, ability or willingness to pay you or complete a transaction. Therefore, you are encouraged to verify the details and credit-worthiness of those customers or users to whom you transact or contemplate transacting with.
9.2 We are not involved, nor do we assume any risk, in the actual transaction and interaction between you and your customers and the enforcement of any such transaction (whether or not our Marketplace Portal PayPal account is used pursuant to clause 5.2), and to the extent permitted by law, we specifically disclaim all liability for any loss or damage, (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your transaction and interaction.
10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
10.1 Save as required by law, you shall keep in strict confidence and shall not disclose any confidential information relating to us which you obtain during or arising out of these Vendor Terms & Conditions or use of the Marketplace Portal, to anyone (except to its advisors or employees).
10.2 All contact, exchanges and interactions between you and customers introduced through the Marketplace Portal must be conducted only through the Marketplace Portal. Exchange of personal contact information, communication or anything else, whether via personal email, phone in person or any other means is strictly prohibited.
10.3 We are the owner or the licensee of all intellectual property rights (including, without limitation, trade marks and copyright) in our Marketplace Portal, our PayPal account, and our site (including, without limitation, the look and feel, brands, logos and trade marks, information, graphics, photographs, content, images, sounds, video, audio, text, layout, logos, button icons and the compilation and organisation thereof, and all intellectual property rights contained therein). All of our intellectual property shall remain vested in us and nothing herein shall grant you or anyone else any right, title or interest in same.
10.4 You recognise that we have access to all vendor account administration areas and we retain the right to use information contained therein for our business purposes.
11.1 These Vendor Terms & Conditions may be terminated by us, wholly or partly, in our absolute discretion, at any time. Such termination will have the effect of immediately discontinuing your rights, benefits, access and exposure in relation to the Marketplace Portal, your marketplace store and your account.
11.2 Registration is a privilege, not an entitlement, and we may change our Marketplace Portal and suspend, terminate or restrict your registration at any time if we believe there has been a breach of these Vendor Terms & Conditions (or any documents referenced therein). In the event that we change our Marketplace Portal, suspend, terminate or restrict your registration in the circumstances outlined herein, you may not be able to access our Marketplace Portal temporarily or permanently and you are prohibited from applying for a new account.
12. LIABILITY AND DISCLAIMERS
12.1 We exclude all liability whatsoever to you (or anyone else) arising out of or in any way connected with these Vendor Terms & Conditions and your marketplace store for any pure economic loss, loss of profits or savings (actual or anticipated), loss of income, loss of business, loss of opportunity, depletion of goodwill, (in each case whether direct, indirect or consequential), or any claims for consequential, special, incidental or indirect losses of any kind howsoever arising and whether caused by breach of statute, breach of contract, negligence or other tort. Without limiting foregoing, you agree that in no event shall our maximum aggregate liability exceed the price paid by you in the preceding 3 months.
12.2 You acknowledge that the Marketplace Portal or our site may publish commentary and ratings related to your vendor account and your goods/services from users who have purchased such goods/services. We do not moderate, screen or edit such commentary or ratings, nor shall we be responsible for any such commentary or ratings.
12.3 We do not warrant that any of the functionality of Marketplace Portal or our site, or your ability to access to your account or transact with customers or users, will be uninterrupted or error free. While we do take reasonable measure to protect your account from computer viruses or other defects, it remains your responsibility to protect your vendor account, software and systems by installing and implementing your own security and system checks such as using up-to-date anti-virus, firewall and anti-spyware software.
12.4 You shall indemnify us, our directors, employees and officers from all actions, claims, suits, demands, liabilities or costs (including legal costs) arising from, or which is directly or indirectly related to: (a) use of the Marketplace Portal; (b) availability, performance and reliability of your vendor account; (d) breach of these Vendor Terms & Conditions.
13. NATURE OF RELATIONSHIP
13.1 Nothing herein is intended to, or shall operate to, create a partnership, agency or joint venture between you and us.
13.2 We are not a reseller or auctioneer (or similar) of your products or services and we are merely a facilitator in procuring an opportunity for you to provide your products or services to a user or customer via your marketplace store. The provision of your products or services to users or customers is effected at your sole and entire risk.
14.1 We shall not be responsible for any delay, suspension or failure arising out of any circumstances outside of our reasonable control, including but not limited to, acts of God, war or national emergency, acts of terrorism, fire, explosion or flood.
14.3 We reserve the right to amend these Vendor Terms & Conditions at any time. Notice of changes to these Vendor Terms & Conditions will be communicated to you in advance and following such changes you may be asked to confirm your acceptance. All changes will be effective immediately upon their implementation. You agree that by accessing or using the Marketplace Portal without any objection following such communication, constitutes your acceptance of the revised terms.
14.4 Any failure by us to exercise or enforce any one or more of our rights under these Vendor Terms & Conditions will not constitute a waiver of such rights unless such waiver is granted by us in writing.
14.5 These Vendor Terms & Conditions and any dispute or claim arising out of it shall be governed by and construed in accordance with laws of Victoria, Australia and parties submit to the exclusive jurisdiction of that State.