1.These terms and conditions (Terms) are between Farm to Market Holdings Pty Ltd ABN 78 622 076 055 (we or us) and the users (you) of the Farm2Market website (www.farm2market.com.au) (Site) and mobile applications (including iPhone, Android and Web applications) (Apps) (together, the Services).
2.By using the Services you represent and warrant to us that you have legal capacity to enter into these Terms, that you have read and understood the Terms and agree to be bound by them. If you do not agree to be bound by the Terms, do not use the Services.
3.These Terms may be changed by us from time to time. The first time you use the Services after such changes are implemented you will be required to agree to the revised Terms. Your ongoing use of the Services will be subject to the revised Terms and your acceptance of them.
4.In these Terms, the following definitions will apply:
5.In order to use the Services, you need to create an account.
6.To open an account you need to:
7.You will be responsible for your account and all activity on it including any access by a third party using your log in details.
8.If you are creating an account on behalf of a business entity, you guarantee that you have the authority to agree to these Terms on behalf of the business entity.
Use of the Services
9.In consideration of you agreeing to these Terms and paying all amounts owing to us in accordance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to use the Services in accordance with these Terms.
10.You acknowledge and agree that:
11.Your permitted use of the Services are restricted as follows:
12.You acknowledge and agree that:
13.You are responsible for the content (including but not limited to names, photos, videos, product or service descriptions, reviews and comments) (Your Content) you (and any authorised or unauthorised user of the Online Services from your account) upload, publish, display, link or otherwise make available via the Services or any third party website connected to the Services.
14.You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use, display, edit, modify, reproduce, distribute, publish, store and prepare derivative works of Your Content to provide and promote the Services. You also waive any moral rights you have in respect of Your Content. This licence will survive termination of the Terms.
15.You may not post any of Your Content:
16.In respect of Your Content, you represent and warrant to us that :
17.You agree to indemnify (and keep indemnified) us and our employees, agents, assigns and third party providers against any claim, liability, loss, damage, cost, debt or expense we or they suffer including (but not limited to) any claim for loss and/or damages by any third party and our legal costs arising from:
18.Certain functionality of the Services is provided for a fee or other charge. If you elect to use paid functionality of the Services, you agree to create a PayPal account, comply with the applicable pricing, payment and billing terms including those imposed on us by our third party providers. We may add new services and functionality and change the fees at any time in our sole discretion.
19.If a Buyer orders Goods via Your Store they will be directed to the ‘shopping cart’ to confirm their order and then to PayPal to make payment.
20.The amount collected via PayPal shall be the Price (plus GST, if applicable) for the Goods, and the Delivery Fee.
21.On receipt of payment from the Buyer, we will remit the Receivable Amount and Delivery Fee (if any) to you via PayPal.
22.We may engage third party service providers to perform many of the services related to payment processing, including card processing, currency exchange, identity verification, fraud analysis and regulatory compliance. We will not be liable to you in respect of any service provided by those third party service providers. We may share your personal or transactional information with those third-party service providers when it's necessary to process payments. By using a third-party service, you may also be subject to an agreement with the third-party and you must comply with the terms of such agreement.
23.We reserve the right to decline transactions that we believe to be high risk, fraudulent, or in violation of these Terms.
24.Payment of the Receivable Amount and Delivery may be temporarily delayed and we will not be liable to you for any such delay.
25.If a party (Supplier) to these Terms makes a supply under or in connection with these Terms to another party (Recipient) and is liable by law to pay GST (as defined by A New Tax System (Products and Services Tax) Act 1999 (Cth)) on that supply, unless the consideration is expressly said to include GST, the consideration otherwise payable by the Recipient will be increased by an amount equal to the GST paid or payable by the Supplier.
26.In addition to clause 25 above, the Supplier must issue a valid tax invoice to the Recipient for any supply for which the Seller may recover GST from the Recipient under these Terms.
27.You must clearly set out the Delivery Fee and any and all delivery terms on YourShop.
28.You agree to ship sold Goods once a payment transaction is complete and you have received the Receivable Amount and Delivery Fee (if any).
29.You must clearly set out your policy and terms applicable to refunds of the Price and the exchange of Goods on Your Shop (Returns Policy).
30.You must comply with the Returns Policy.
31.You warrant that you will comply with Australian Consumer Law and all other relevant laws and regulations.
32.You expressly acknowledge that if there is a dispute arising under your Returns Policy, we reserve the right, in our absolute discretion (but are not obliged), to provide a refund, including by way of a reverse transaction, to the Buyer from the Receivable Amount and Delivery Fee in your PayPal account. You irrevocably authorise us to carry out a reverse transaction and reverse any payments via your Paypal account in respect of the disputed Goods or any other Receivable Amount.
33.Any disputes, issues or queries arising under clauses 29, 30, 31 and 32 must be dealt with pursuant to clauses 34, 35, 36 .[Please confirm the process of refunds and exchanges. Is this how what was intended and is this possible?
Please advise how you wish to provide refunds and whether you wish to retain the 15% Service fee on transactions where the Seller will issue a refund.
Do you want to have discretion to provide F2M credits or is the Seller able to?]
34.If a dispute arises between you and a Buyer relating to or arising out of the Goods, the Services or these Terms, including its construction, effect, the rights and obligations of you or the Buyer, the performance, breach, rescission or termination of these Terms, any entitlement to damages or compensation (whether for breach of contract, tort or any other cause of action) or the amount of that entitlement (Dispute), you must use reasonable endeavours to resolve the Dispute in good faith and directly with the Buyer.
35.You expressly acknowledge that any and all Disputes are between you and the Buyer alone and not with us.
36.You indemnify us in respect of any and all claims relating to Disputes.
37.For the purpose of clauses 37 to 41 (inclusive), Covered Party means us, our affiliates, and any officer, director, employee, subcontractor, agent, or assign of us or our affiliates.
38.The Services are provided on an “as is” and “as available” basis and unless stated to the contrary in these Terms, to the maximum extent permitted by law, we exclude all representations, warranties or guarantees whether express or implied, by statute or otherwise, including (without limitation) that the Services are of merchantable quality or fit for their intended use, that content is accurate, reliable or correct, that the Services will be available at a particular time or location/venue, that the Services will be uninterrupted and secure, that any defects or errors will be corrected or that the Services are free of viruses or harmful components. Use of the Services is at your own risk and you will be solely responsible for any damage or loss including (but not limited to) damage/loss to your computer/systems.
39.To the extent permitted by law (excluding statutory warranties that cannot be excluded), you release us from any and all liability arising from the Services including (without limitation) in relation to:
40.To the maximum extent permitted by law, the aggregate liability of Covered Parties whether for breach of these Terms, in tort (including negligence) or for any other common law or statutory cause of action shall be the lesser of your actual direct damage or the amount you paid for the Services in the 12 month period immediately preceding the date the claim arose.
41.The Covered Parties shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including without limitation, legal fees) in any way due to, resulting from, or arising in connection with the Services or the failure of any Covered Party to perform its obligations, regardless of any negligence of any Covered Party.
42.You may terminate your account at any time by contacting us via our contact details available on the Site.
43.We may terminate or suspend your account and your access to the Services at any time, for any reason, and without advance notice.
44.If your account is terminated, you may lose any information associated with your account.
45.We reserve the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or ability to generate revenue through the Services.
46.We will, from time to time, provide notifications whether for legal, marketing or other business related reasons. Such notices will be either posted on the Services or provided directly to you by email, sms or mail. We reserve the right to determine the form and means of providing notice to you. Please note, you may opt out of some of the notifications depending on their purpose.
47.These Terms comprise the entire agreement for the provision of the Services to the exclusion of any express or implied term, whether expressed orally or in writing, including any conditions, warranties and representations and supersedes all previous terms and conditions, undertakings, agreements and correspondence regarding the Services.
48.The failure of us or any third party provider to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
49.These Terms are governed and shall be construed in accordance with the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the Courts of that state.
50.If part or all of any clause of these Terms is illegal, unenforceable or void it will be severed from these Terms and will not affect the continued operation of the remaining provisions of these Terms.