1. ACCEPTING THESE TERMS AND CONDITIONS

   
   

   1. Andisor Pty Ltd (ACN 654232 970) (“Andisor”, “we”, “us” or “our”) operates an online business to business marketplace where retailers (“Retailers”) can buy products from suppliers (“Suppliers”). 

   2. By using or accessing our Platform or sub-domains to use our Services, you accept these terms, together with our Privacy Policy and any terms, conditions, notices or disclaimers displayed elsewhere on our Platform or sub-domains (collectively, the “Agreement”). If you do not agree with these terms, you must not access, browse or use the Platform or sub-domains. You agree to the obligations imposed on you under this Agreement and, in exchange, we agree to provide you access to and use of the Platform. 

   3. We reserve all rights to alter the Agreement at our discretion. Each time you use the Platform, it is your responsibility to ensure that you are aware of the current Agreement. Your continued use of the Platform following the publication of changes to the Agreement is taken to be your acceptance of those changes.

   4. The Agreement, as amended by us from time to time, continues to apply for as long as you use the Platform or until terminated in accordance with the Agreement.  

      
      

2. USING OUR PLATFORM

THE PLATFORM 

1. The features of our Platform include, but are not limited to, the following:

1. general browsing;

2. creating an account to become a member of the Platform;

3. listing of Products for sale; 

4. allow Retailers to purchase your Products;

5. facilitating secure payment by way of third-party finance provider such as (but not limited to) Zip Pay, Stripe and PayPal;

6. accepting orders from Retailers; 

7. interacting with other members of the Platform; and 

8. accessing your sales data and analytics, 

(collectively, the “Platform Features”).

2. We may, for any reason, at any time and without notice to you change or remove Platform Features, including Platform functionality, or withdraw the Platform altogether.

3. While using the Platform, and any associated Services, you must not:

   1. misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;

   2. attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;

   3. engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services;

   4. attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;

   5. engage in any abusive or derogatory behaviour; or

   6. advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.

MARKETPLACE ONLY 

1. The Platform provides a marketplace through which you, the Supplier, can list and sell Products to Retailers. Our involvement in the transaction is limited to that of a facilitator to the transaction. We are not and do not purport to be a seller, guarantor or otherwise a contractual party to any transaction. 

2. When you sell a Product to a Retailer through our Platform, you are entering into a legal binding contract with that Retailer. We are not a party to this contract and are not responsible for the performance of you or the Retailer’s obligations under that contract.  

3. By using the Platform, you fully release and discharge us from any claims, actions, demands or proceedings which may arise from any transaction. You agree that we are in no way liable for any obligation arising from a transaction, and you fully indemnify and hold us harmless against any dispute arising from a transaction for reasons including but not limited to:

   1. Delivery or performance of a Product;

   2. Payment of any associated tax or customs duty;

   3. The quality or standard of a Product; 

   4. Reimbursement, compensation, or damages arising from a Product;

   5. Product warranties you chose to provide as the Retailer; or

   6. Any other Product warranties and obligations placed on the sale of a Product under a relevant law in your jurisdiction. 

3. ACCOUNT REGISTRATION 

7. To access and use the Platform, you must become a member. To become a member of the Platform, you must create a membership account with us (“Account”) and must be a duly registered business authorised to operate in your jurisdiction. 

8. To register for an Account, you must provide us with the following information:

1. business name and address;

2. ACN, ABN or equivalent company identification in your jurisdiction; 

3. valid payment details; 

4. business address; and 

5. nominate a password (“Password”). 

(“Registration Data”). 

9. For us to provide our Service, you permit us to use your Registration Data. We may share the Registration Data with other parties, including stakeholders and Retailers. All Registration Data will be stored and maintained by or on behalf of us in accordance with Australian law.

10. Registration for an Account is free but access to the Platform Features will require you to subscribe to our Monthly Subscription. 

11. At all times you agree to keep your account details current by updating these details via your Account on the Platform. 

12. You agree that you have sole responsibility for any activity that occurs on or using your Account. You agree to notify us immediately if you become aware of any security breach or any unauthorised use of your Password or Account. You must not provide your Account username or Password to any person. You agree and acknowledge that you shall be solely responsible for the confidentiality and security of your username and Password and any use of your account (including unauthorised use).

13. We may, in our absolute discretion, terminate your Account, disable your account or restrict your access to the Platform (temporarily or permanently) where you have breached the Agreement or for any reasonable reason and at any time. Under these circumstances, you may be prevented from accessing all or parts of the Platform, your Account details or any other content associated with your Account. We will not be liable to you or any third party if this occurs. We may impose limits or restrictions on the use you may make of the Platform. 

3. LISTINGS  

PRODUCT LISTING

1. When you list a Product for sale on the Platform, you must include all relevant information as required by the Platforms during the listing process. This information includes but is not limited to:

   1. Your company name, address, and contact details;

   2. The Recommended retail Price and total AUD price payable for the Product set up through the Persona feature; 

   3. Any applicable delivery charges in AUD and customs tax; 

   4. Details of any discounts, offers, or promotions that apply to the Product; 

   5. Details of your terms and conditions;

   6. Your refund, return and exchange policy, including in relation to custom orders; 

   7. Your procedure for delivery, including what delivery networks you utilise (in relation to listings for products); 

   8. Warranties and guarantees provided; and

   9. Your process for handling disputes and requests for refunds, returns and exchanges.

2. Your terms and conditions of sale must not be inconsistent in any way with this Agreement. To the extent of any inconsistency, this Agreement will apply. 

3. You agree that all information you provide in respect of:

   1. Details of a Product; 

   2. Quality or suitability for purpose of a Product; 

   3. Pricing; and

   4. All other information pertaining to a Product,

is accurate and complete. Failure to provide accurate information, or providing information that is false or misleading, may result in us cancelling your Account and taking such further action as we deem necessary at our own discretion. 

4. You agree that to the extent permitted by law, we will not be held responsible for, and you indemnify us against, any inaccuracies or errors pertaining to Products listed by you, including but not limited to:

   1. Price;

   2. Product descriptions;

   3. Availability; 

   4. Quality or suitability; or

5. Compliance with any applicable laws relevant to the Product, such as Biosecurity laws, is the responsibility of the supplier.

6. You agree and accept that we make no warranty or guarantee as to the quality or suitability of a Product listed on the Platforms by you. You agree that Products listed on the Platforms are only for business or commercial purposes, and not for personal or retail purposes. 

   You must only list Products that:

   1. You are willing and able to provide to Retailers;

   2. Are available for purchase; and

   3. Are in your possession or will be at the date set for any Pre-order.

SALE PRICE

7. The Sale Price for a Product must be set by you.

8. All prices listed on the Platform are in Australian Dollars and must be inclusive of goods and services tax (GST) unless otherwise specified. 

TAX RESPONSIBILITY  

9. Except as required otherwise by applicable Federal or State Taxation Laws or Regulations: 

1. each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the Products. This may include, but is not limited to any sales tax, value add tax (“VAT”), goods and services tax (“GST”) and other transactional taxes;  

2. we will not collect or pay taxes on your behalf. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your Products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. If you are registered for VAT in the EU, we may, upon your request, provide you with a VAT invoice for any charges levied by us; and 

3. all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility. 

10. If you have an Australian Business Number (“ABN”) or VAT you may submit your ABN or VAT to the Platform where requested. If you do not have an ABN or VAT, or if you elect not to submit your ABN or VAT to the Platform, you will be required to provide more information about the circumstances under which you are offering your products for sale on the Platform, including whether any of the Australian Taxation Office (ATO) or appropriate tax authority exemptions apply to you.

4. PRODUCTS 

ORDERS

1. You agree that for us to be able to list your Products for sale on our platform, you will provide us with correct and relevant Product information, including images that are high-resolution. 

2. It is your responsibility to accept or decline an order request made by a Retailer. If you accept an order, you agree that it is your responsibility to ship any ordered Product to the Retailer directly. 

3. Each order (once confirmed by us in writing) represents a separate agreement between the parties (and each separate order placed by you on, or via, the Platform will be subject to this Agreement). 

4. You may accept Pre-orders for Products from a Retailer which will be shipped at a future date. You acknowledge and agree that if a Pre-order is arranged and the Retailer fails to accept the Products at the future shipping date, you as the Supplier will bear the risk. 

5. Upon accepting an order, you agree that you will update the shipping information on our Platform within 2 business days. You must provide confirmation to us that you have accepted or rejected the order within one (1) business day of the order being placed. 

6. You must reject the order if you are unable to fulfil the order. 

7. We accept no responsibility for orders that are declined, misplaced, not received or not accepted due to disruptions caused to our internet connections or our computer systems. 

8. As part of our Platform, Retailers may rate and review Products. We agree and acknowledge that as part of our Service, we will frequently monitor such ratings and reviews to ensure non-bias and comply with the terms of service of our Platform applicable to them. We may at our sole discretion remove any ratings or reviews that do not comply with any of our terms.

DELIVERY 

9. Delivery of Products will be facilitated by you and must use tracked shipping methods. 

10. You must ensure you set any shipping costs and customs duty for your products. For the avoidance of doubt, we are not responsible for the storage, delivery or shipping of any Products, nor are we responsible for the costs or taxes associated with storage, delivery or shipping of any Products. 

11. We are not responsible and accept no responsibility for the delivery of a product or performance of a service listed on the Platforms.

12. Failure to deliver a product or perform a service listed on the Platforms to a Buyer may result in your account being terminated or suspended. 

13. If for any reason your shipping method is not being tracked within the platform, upon full delivery of the order to the Retailer, you agree to update the Platform within 2 business days. If you fail to provide us with an update on the shipping status, we agree we will pay you within 30 days of the order taking place where we have proof of delivery from a delivery partner (such as Australia Post). However, where you fill to provide us with updated delivery status and we are unable to obtain proof of delivery we will hold the Sale Margin until such time that we receive confirmation. Where we receive no proof of delivery within 45 days, we will return the money to the Retailer. 

14. You may only execute partial delivery of an order to a Retailer with the express prior permission of the Retailer, which must be attained by contacting the Retailer through the Platform.  

15. It is solely your responsibility to ensure: 

1. you determine the relevant shipping fee and customs fee, and include it in any Sale Price or state amount to charge at checkout;; 

2. note to any purchase that any international delivery fees will not include insurance or any taxes or duties which may be applied by customs at the destination country and any duties or taxes incurred are the responsibility of the person who placed the order; and

3. that all Products are delivered in a prompt and timely manner. 

DAMAGED PRODUCTS, REFUNDS AND RETURNS 

16. You must comply with directions or instructions given by us in relation to the return of damaged, faulty or defective Products. 

17. If a Product is damaged, faulty or defective, and where a Retailer contacts either party, you agree that within the applicable consumer guarantee period that you will either provide a refund or exchange the Product, whichever is applicable in your jurisdiction. 

18. Where we have paid you the Sale Proceed, you agree that you will Refund any monies owing to us so we can facilitate a refund to the Retailer. 

19. It is agreed that to the maximum extent permitted by law in your jurisdiction, we will not provide a refund to a Retailer, or exchange or repair the Products purchased where:

    1. the Products are damaged through misuse or abnormal use; or

    2. the warranties required under the Australian Consumer Law, any manufacturer’s warranty or any consumer law in the relevant jurisdiction does not apply.

5. YOUR OBLIGATIONS

   
   

   1. You agree that you will interact with Retailer with professionalism, respect and decency. 

   2. You agree that all Products listed on the Platforms and your accompanying terms of sale will be compliant with Australian law or any applicable regulations and codes in your jurisdiction. You agree that all goods you sell on the Platform are of a merchantable quality, compliant with applicable Australian Consumer Laws or consumer laws in your jurisdiction, and are provided to Retailer with acceptable care and all applicable Australian Safety Standards and obligations under law. 

   3. You must:

      1. Accept at least 80% of orders placed for your Products;

      2. Respond to Retailer’s within one (1) business day of receiving a communication from a Retailer; 

      3. Maintain a minimum rating of 3.5 out of 5 based on our Retailer rating system provided via the Platform; 

      4. Ship Products within the estimated delivery time provided to a Retailer; 

      5. Respond to and resolve customer complaints without unnecessary delay; and

      6. Fairly and lawfully comply with your returns policies and procedures set out in your terms and comply with these Terms in responding to and handling Retailer complaints.

6. Your profile must be accurate and a true depiction of the Products offered by you. 

7. You warrant and guarantee that you have full authority, title, and legal right and capacity to sell a Product. 

8. You agree that you will not provide false or misleading information to us or to a Retailer.

9. You will provide Retailer with proof of transaction for all orders.

10. You agree that you will not accept any payment for a Product from a Retailer directly, and that all payments must be processed by us, Stripe, PayPal, Zip Pay or our nominated third-party payment processor, and that all transactions with Retailer must take place through the Platforms. 

6. CHARGES 

THIRD PARTY PAYMENT SERVICES

1. We utilise a number of different third-party payment services to process payment on our Platforms, including PayPal, Stripe and Zip (“Third-Party Payment Service Providers”). Payments submitted through the Third-Party Payment Service Providers payment processing service are subject to their own terms and conditions which can be viewed on our Platform. 

2. From time to time we may use a payment service provider other than those listed in clause 6.1 in which case payment will be subject to the relevant payment service provider’s terms and conditions. 

3. From time to time, where the Retailer has elected to pay for a transaction using third party financing, we may accept payment from certain third-party financiers included but not limited to Zip Pay (“Financier”) prior to remitting amounts to you. We are in no way providing or purporting to provide such finance to the Retailers or to any party but are simply facilitating the flow of funds. We accept no liability, and you release and discharge us from and indemnify us against any loss, damage, claim or action otherwise relating to payment made through a Financier. 

SALE PROCEEDS & SERVICE FEES

4. You authorise Andisor to collect, hold and distribute Sale Proceeds received from a Retailer. 

5. In consideration for our Services, you authorise Andisor to deduct a Service Fee of 10% plus GST from the Sale Proceeds before distributing your Sale Margin to you. 

6. We may pay you the Sale Margin using a different method to how the Retailer has paid us. 

7. We will pay you the Sale Margin via the payment method selected on the Platform, which may be Stripe, bank transfer or Zip Pay. Where we use the services of a Third-Party Payment Service Provider, you agree that their terms of use are subject to their own terms. By using our Platform, to process payments you agree to be bound by the Third-Party Payment Service Providers Services agreements, which may be modified by them from time to time. As a condition of enabling payment processing services the Third-Party Payment Service Providers, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services to the Third-Party Payment Service Providers.

8. It is your responsibility to ensure we have the correct and current details of any payment information. We will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your Sale Margin for up to 12 months from the payment date. If you have not notified us of any amendment to the payment method details in that time your Sale Margin proceeds will be.  

9. We agree to pay you the Sale Margin within 15 business days of confirmation of delivery from the Retailer and receiving payment from a Retailer, however we cannot guarantee this timeframe.

10. For the avoidance of doubt, we will receive payment from Retailers in AUD and we will remit the Sale Margin to you in AUD. You acknowledge and agree that any currency conversion will be borne by you and we are not responsible for any foreign exchange risk. 

11. We may update the Service Fee amount at any time and will provide you with 10 days’ notice prior to implementing new Service Fee arrangements. 

SUBSCRIPTION FEE 

12. In consideration for us granting you access to the Platform, you agree to pay us the Monthly Subscription Fee on a monthly basis made in advance of each relevant period. 

13. We reserve the right to change the Subscription Fee from time to time and will notify you in writing within 10 days of the Subscription Fee being updated. 

14. By initiating a Monthly Subscription, you authorise us to charge you the Monthly Subscription Fee at the current rate as advertised on the Platform, which may change from time to time.  

15. Unless we otherwise communicate a different time period to you at the time you create an Account or otherwise, each billing cycle for a Monthly Subscription is one month in length. A Monthly Subscription automatically renews each month, and we will automatically bill the Monthly Subscription Fee to your nominated payment method, unless your subscription is cancelled or terminated.  

16. From time to time, we may adjust the pricing to access the Platform. We will provide at least 30 days notice of a price increase before it becomes effective (other than any increases due to legal or tax requirements such as the application of GST) by posting a notification on the Platform, sending an email or such other means as we reasonably determine. Changes to the Subscription Fee will not occur retrospectively. If you do not cancel your Subscription, you will be deemed to have accepted these new fees.

17. Any unused portion of the Free Trial Period, if offered, will be forfeited if you cancel your Subscription prior to the end of the Free Trial Period. 

18. All prices for the Monthly Subscription Fee are in Australian Dollars and inclusive of goods and services tax (“GST”) unless otherwise specified.

19. If payment of the Monthly Subscription Fee is unsuccessful due to expiration, insufficient funds or otherwise, you nonetheless remain responsible for promptly paying the unpaid fees and authorise us to continue billing you via the relevant payment method, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to the Platform. 

20. You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

CANCELLATION OF SUBSCRIPTION 

21. You may cancel your Subscription at any time via your Account on the Platform or providing written notice to us at hello@andisor.com.au at least 5 days before the end of your current Subscription Cycle. 

22. If you elect to terminate your Subscription, you will continue to have access to your Account until the end of your current Subscription Cycle, unless we determine to refund this fee, in which case your access will be terminated immediately.

23. At the end of your Subscription Cycle you will lose access to the Platform. 

7. TERMINATION 

   
   

   1. We may, at our absolute discretion, terminate, suspend or delete your account or restrict your access to the Services (or any part of the Services) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of this Agreement. If we do this, you may be prevented from accessing your account details or other content contained in your account. We will not be liable to you or any third party for doing so. 

   2. If you fail to comply with this Agreement, we may, in our absolute discretion and without liability:

      1. immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your account);

      2. take any other legal action against you; or

      3. refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.

   3. We may, at our absolute discretion, terminate this Agreement or cease to supply you with access to the Platform and/or the Services, if:

      1. it transpires that you have provided false or misleading information on the Platform;

      2. you are found by us to be offensive or abusive to another user of the Platform; or

      3. you fail to pay any fees or charges payable by you on time or at all.

   4. In the event that your Account is terminated, suspended or cancelled at any time:

      1. Your existing listings will be removed; 

      2. You will be unable to list further Products on the Platforms; 

      3. You will be unable to access any Platform features of the Platforms; and

      4. You must complete any transactions processed and entered into prior to the termination, cancellation or suspension of your account. 

   5. If your access to the Platform and/or the Services is terminated for any reason, we will be entitled to payment for any outstanding Service Fees, Monthly Subscription Fees or charges properly incurred by us up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in this Agreement. 

8. WARRANTIES 

   
   

   1. We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you.

   2. You agree to use your reasonable endeavours to ensure that the information that you supply us  is complete and accurate and notify us  in writing if there is any change to the information supplied. 

   3. Except as provided in this Agreement, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us other than as required by law. All implied warranties are hereby excluded. Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

      
      

9. DISCLAIMER AND LIMITATION OF LIABILITY

   
   

   1. While we have taken reasonable steps to ensure the accuracy, currency, availability and completeness of the information contained on the Platform, that information is provided in good faith and on an “as is” and “as available” basis and we do not make any representation or warranty of any kind, whether express or implied, as to the reliability of the information.

   2. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Platform or downloading of any material posted on it or on any website linked to it. We recommend Users ensure they have up-to-date virus checking software installed.

   3. To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to goods or services sold, or advertised, via the Platform (including any dispute or complaint regarding refunds, payment, goods or services). You should address such complaints directly with the Retailer. 

   4. You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Platform or this Agreement. 

   5. You agree that, unless otherwise required by law, our maximum aggregate liability to you under this Agreement will be no more than the value of the order or orders processed via the Platform, or $500 – whichever is the lower. 

   6. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties. 

   7. This clause 1 survives termination or expiry of this Agreement.

      
      

10.  INDEMNITY 

    
    

    1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.

    2. You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of this Agreement. 

    3. You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any user of the Platform due to your actions, and you indemnify us from and against any and all claims by any user in relation to your actions (including content created and posted by you). 

    4. This clause 10 survives termination or expiry of this Agreement. 

       
       

11. INTELLECTUAL PROPERTY

    
    

    1. Where you submit or upload content to the Platform, they represent and warrant that:

       1. you own all copyright in the content, or if you are not the owner, you have permission to use the content, and that they have all the rights required to display, reproduce and sell the content; 

       2. the content they upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity; 

       3. the content does not contain material that will defame or vilifies any person, people, races, religion or religious grounds and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;

       4. the content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and

       5. the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.

    2. You agree to indemnify us in respect of any direct or indirect damage caused due to your breach of one or more of these warranties.

    3. You agree to grant us a non-exclusive royalty free licence to use and archive the content in accordance with or as reasonably contemplated in this Agreement. You also agree that we may use any of your content, including information relating to your Products, for our marketing purposes. 

    4. You acknowledge that all Intellectual Property Rights in the Services and Platform are the property of us (or our licensors) and your use of, and access to, the Services and Platform does not give you any rights, title or interest in or to the Services, or Platform. Unless expressly authorised either under this Agreement or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services and Platform or any part of the Services or Platform.

    5. If you post comments on the Services to any website, blog or social media network (“Commentary”) you must ensure that such Commentary represents your fairly held opinions. By agreeing to these Terms, you irrevocably authorise us to quote from your Commentary on the Platforms and in any advertising or social media outlets which we may create or contribute to.

12. UNAVOIDABLE EVENTS 

    
    

    1. We will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable. 

       
       

13. DISPUTE RESOLUTION

    
    

    1. If you have a complaint about the performance of this Agreement or the Services, you will: 

    if the complaint relates to a Retailer, please contact the relevant Retailer directly about the complaint and note that we will not be involved in any disputes between Supplier and Retailers; or

    2. for any other complaints, contact us at hello@andisor.com.au in the first instance and allow us reasonable time to consider your complaint, determine a possible solution and notify you of the solution. 

14. LINKING TO THE PLATFORM

    
    

    1. You may link to the Platform, provided that you do so in a way that is fair, legal and does not damage, or take advantage of, our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement by us where none exists.

    2. You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

    3. The Platform must not be framed on any other website. 

       
       

15.  PRIVACY

    
    

    1. We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and storage of your personal information can be found in our Privacy Policy.

       
       

16. GENERAL

    
    

    1. We reserve the right to make changes to this Agreement without notice to you. Any amendments to this Agreement will have immediate effect from the time that they are published on the Platform.

    2. Although we do our best to provide the most up-to-date information on the Platform as this becomes available, we cannot warrant the accuracy or completeness of the information provided. 

    3. Any provision of this Agreement which is void or unenforceable may be severed from this Agreement without affecting the enforceability of other provisions.

    4. A failure or delay by us to exercise a power or right under this Agreement does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.

    5. This Agreement is governed by, and must be construed according to, the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

       
       

17. DEFINITIONS

In this Agreement the following expressions have the following meanings, unless otherwise stated:

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

“Business Day” means a day other than a weekend or public or bank holiday in Victoria, Australia;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including, but not limited to, all technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written developed or brought to existence by us or you in the provision of the Services;

“Marketplace” means the online portal located on or via the Platform through which certain Products can be listed, bought and sold;

“Monthly Subscription” means that you will pay a Monthly Subscription Fee and we will provide access to the Platform on a monthly basis until the Account is cancelled or terminated;

“Monthly Subscription Fee means the monthly fee payable by you as advertised on the Platform that we charge for access and use of the Platform;

“Platform” means together our Website and any other website or sub-domain that we may operate from time to time;

"Pre-order” means an order placed by a Retailer for a future supply of Products at an agreed date; 

“Privacy Policy” means our privacy policy available here;

“Product” means any product that is listed on our Platform by a Supplier for sale; 

“Purchaser” means any person or entity that purchases Products listed by a Supplier on the Platform; 

“Retailer” means any Australian or international Retailer that can access and purpose Supplier’s Products on the Platform; 

“Sale Margin” means the Sale Proceed less our Service Fee;

“Sale Price” means the advertised price by a Supplier for the sale of its Products;

“Sale Proceed” means the amount paid by and received from a Retailer as payment for a Supplier’s Product; 

“Services” means our provisions of the Platform; 

“Service Fee” means the fee of 10% plus GST that we charge for listing your Product on our Platform and facilitating the transaction; 

“Subscription” means the Monthly Subscription;

“Subscription Cycle” means each billing cycle which is one month in length for a Monthly Subscription unless we communicate a different time period to you in writing at the time of sign up; 

“Supplier” means any brand, trader or manufacturer who lists and/or advertises a Product on our Platform; 

“Website” means our website available at www.andisor.com; 

“Unavoidable Events” is defined in clause 12; and 

“VAT” means Value Added Tax.