(a)

Welcome to https://www.dropshipzone.com.au/ and its subdomains (' Platform'). The Platform is an interactive online marketplace operated by New Aim Pty Ltd (ABN 50 115 804 432) trading as Dropshipzone (‘Dropshipzone’, ‘us’ or ‘ we’).

              (b)

Subject to these terms and conditions (‘Terms’), the Platform enables web-based entrepreneurs (‘Retailers’ as defined in clause 4(d), or ‘you’) to buy, market and resell products listed on the Platform by suppliers (‘ Suppliers’) to your customers (‘Customers ’) via your sales channels. You order the products from Suppliers through the Platform, and the products are delivered by the Supplier directly to your Customers.

              (c)

References to Dropshipzone in these Terms are to Dropshipzone in its capacity as the operator of the Platform. Where Dropshipzone lists products on the Platform in its capacity as a Supplier, the references to Supplier in these Terms apply to Dropshipzone only to the extent that Dropshipzone is acting as a Supplier.

              (d)

Prospective Suppliers, please refer to our Supplier Agreement available on request.

              (e)

The Platform provides you with services, including to enable you to:

              (f)

We may expand our Services at our sole discretion to include additional functions, such as:

Where we do so, we may update these Terms in accordance with clause 1(h) below.

              (g)

By using the Platform or Services or placing an Order you agree to be bound by these Terms. Please read these Terms carefully.

              (h)

Dropshipzone reserves the right to review and change any of the Terms from time to time by updating this page at our sole discretion. The current version of the Terms will be displayed on this page of the Platform. When Dropshipzone updates the Terms, we will use reasonable endeavours to provide you with advance notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of publication. Before you continue, we recommend you keep a copy of the Terms for your records. If the changes to these terms (or changes to any of our Policies) cause you material detriment, you may terminate your Dropshipzone account and stop using the Services but any current Orders must still be fulfilled.

              

Users accept the Terms by using, browsing, reading, applying for or creating a Retailer Account on the Platform, remaining on the Platform or by accessing the Services on the Platform. Users may also accept the Terms by clicking to accept or agree to the Terms where this option is made available by Dropshipzone.

              (a)

Dropshipzone facilitates an Order between you and the Supplier in consideration for which Dropshipzone charges the Supplier a commission payment (‘Commission’). In facilitating an Order, Dropshipzone:

              (b)

When you buy a product or service from a Supplier through the Platform, you are entering into a legally binding contract with the Supplier. Dropshipzone is not a party to this contract and is not responsible for the performance of your or the Supplier’s obligations under that contract.

              (c)

By using the Platform, you fully release and discharge Dropshipzone, its directors, officers, agents, employees, and contractors from any claims, actions, demands or proceedings which may arise from an Order. You agree that we are in no way liable for any obligation arising from an Order, including but not limited to:

              (d)

Dropshipzone acts as a marketplace to introduce Retailers and Suppliers. Apart from enabling a Retailer to identify potentially suitable products supplied by a Supplier, Dropshipzone accepts no liability for any aspect of the Customer, Supplier or Retailer interaction, including the quality or description of goods and services offered by the Supplier.

              (a)

To access and use the Platform, a prospective Retailer must register and create an account with Dropshipzone (‘Applicant’) by making an application via the online form on the Platform (‘Application’).

              (b)

The Applicant warrants that it provides true, accurate and complete information in its Application and that it has the authority to enter into these Terms with Dropshipzone. The Applicant indemnifies us against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by us as a direct or indirect result of the Applicant’s breach of this clause 4(b).

              (c)

Upon receiving the Application, Dropshipzone may accept the Application, reject the Application, or request further information from the Applicant.

              (d)

If the Application is accepted, the Applicant will be a “Retailer” and given access to the Services as a Retailer and agrees to be bound by the Terms.

              (e)

Users may not access the Services and may not accept the Terms if they are not of legal age to form a binding contract with Dropshipzone. When you as an Applicant become a Retailer, you enter into a binding agreement with Dropshipzone which consists of these Terms, your Application, and any special conditions to these Terms provided by Dropshipzone and accepted by you from time to time.

              (f)

You must comply with all laws in relation to your use of the Services including the laws of Victoria, Australia, and any local laws if you are located outside Australia. Dropshipzone does not represent that the contents of the Platform are appropriate or available for use in countries outside Australia.

              (a)

Access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by the Retailer for the purposes of Dropshipzone providing the Services. For the avoidance of doubt, Retailer Accounts cannot be transferred to any third party, including a different business entity or a different Australian Business Number (‘ABN’).

              (b)

The Retailer is responsible for all activity on its Retailer Account and the entity to which the Retailer Account is registered is responsible for all amounts payable in respect of the Retailer Account.

              (c)

The Retailer has the sole responsibility for protecting the confidentiality of its password and must ensure that the Services are kept secure from unauthorised access, use or modification. Use of its password by any other person may result in the immediate cancellation of the Services. The Retailer agrees to immediately notify Dropshipzone of any unauthorised use of its password or any breach of security of which it becomes aware. The Retailer remains responsible for the Retailer Account at all times.

              (d)

If the Platform contains hyperlinks to third party websites not operated by us, we make no warranty or representation about the accuracy of the information on those third party websites, nor are we in any way responsible for any linked content on any third party website. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You access third party websites entirely at your own risk and subject to the terms and conditions of use for those websites.

              (e)

You are responsible for configuring your technology to access our Platform.

              (f)

We are not responsible for any viruses in relation to the Platform.

              (g)

The Retailer agrees and acknowledges that use of the Services is at the Retailer’s sole risk.

              (h)

Subject to law, the Retailer must not contact any Supplier or Customer existing on the Platform other than via the Platform for the purposes of purchasing or facilitating the purchase of a Product while it remains a Retailer under these Terms.

              (i)

Users of the Platform, including the Retailer, must not

              (a)

Each Order is a separate binding agreement between you and the relevant Supplier for the supply of a product or service. For the avoidance of doubt, Dropshipzone is not a party to this agreement.

              (b)

The Retailer acknowledges that the prices for products on the Platform are set at the relevant Supplier’s absolute discretion and includes delivery costs and charges, unless otherwise indicated.

              (c)

You acknowledge and agree that:

              (d)

Where the Order is rejected by the Supplier after the Order submission, payment will be refunded to you, less any applicable charges, within 10 business days.

              (e)

All Orders placed are final and you cannot change or cancel your Order, unless such change or cancellation is required by law, allowed for in these Terms or allowed for in the Supplier’s terms and conditions (see clause 11 below).

              (f)

If the Supplier cancels an Order that has already been accepted by the Supplier, or otherwise fails to deliver your Order whether in full or in part, you agree that any complaint, demand for refund or remedy, legal action, or action otherwise is to be taken against the Supplier directly and you fully release and discharge us from any such action. To the maximum extent permitted by law, we will not be liable to you for any loss associated with you entering into an Order with a Supplier.

              (g)

Dropshipzone will make available to the Retailer information provided by the Supplier about the Supplier’s products and services, including but not limited to pricing, images, delivery charges, tracking information, inventory and product descriptions and dimensions (‘Content’) via a datafeed on the Platform (‘Datafeed’), or the Shopify app. You must make your own enquiries about the relevant product before placing an Order.

              (h)

The Retailer acknowledges and agrees that the Content has been sourced from third party manufacturers and Suppliers. Dropshipzone requires Suppliers to provide complete and accurate information, however to the extent permitted by law, Dropshipzone is not responsible for such information and does not warrant the accuracy or completeness of such information.

              (i)

Product prices in the Datafeed are the prices as at the date on which the Retailer places an Order via the Platform, regardless of whether such price may only be temporary or transitory in nature.

              (j)

At any time, a Supplier may vary any of the Content (including pricing and delivery charges). The Supplier will provide written notice of such changes prior to their taking effect by updating its listings on the Platform. It is the Retailer’s responsibility to update any Content used on its selling channels. If the Retailer does not agree to any change, then the Retailer must notify Dropshipzone and the relevant Supplier, and immediately remove the relevant Content from its own channels.

              (k)

You acknowledge and agree that where we supply Content via the Shopify app that you are subject to the terms and conditions of a third party. To the extent of any inconsistency between those third party terms and these Terms, these Terms will prevail.

              (a)

All prices listed on the Platforms are in Australian Dollars and must be paid in Australian Dollars. Charges associated with delivery of orders will be calculated at the time of processing the transaction and will form part of the price of the Order.

              (b)

Unless otherwise stated, all prices and delivery charges are inclusive of GST as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

              (c)

Dropshipzone will issue you with a GST compliant invoice.

              (d)

Payment for Orders must be made via PayPal before they are processed in accordance with clause 7.

              (e)

Payments will be processed at the time when you place an order on the Platform or at a reasonable time thereafter.

              (f)

We accept no responsibility for transactions entered into or communications that take place outside of the Platform, including in circumstances where you became aware of the Supplier via the Platform.

              (g)

In the event that we suspect the existence of a fraudulent account:

              (h)

The Retailer acknowledges and agrees that Dropshipzone may at any time set-off any amounts owed by the Retailer to Dropshipzone against any amount owed by Dropshipzone to the Retailer (in either case, including any amount due and payable), whether under these Terms or otherwise. Any exercise of such right of set-off by Dropshipzone under this clause is without prejudice to any other rights or remedies which Dropshipzone may have under these Terms or otherwise.

              (a)

Where you purchase a product from an overseas Supplier with a value greater than AUD1,000, you may be required to lodge a Customs Import Declaration and pay relevant taxes.

              (b)

If you purchase products from overseas based Suppliers and import them into Australia you acknowledge and agree that you will be recorded as the importer of the product, pay any taxes where applicable, and comply with Australian standards and laws.

              (a)

The relevant Supplier (for the purpose of this clause 9, the ‘Shipper’) will deliver or arrange for the delivery of the product to the nominated address of the Customer, as stated in each Order.

              (b)

The Retailer agrees not to accept Orders that:

              (c)

The Retailer agrees to indemnify and hold harmless Dropshipzone from and against all liabilities relating to or in connection with fraudulent Orders, cancellation of Orders, the Customer or Retailer supplying an incorrect address information on an Order, or the Customer’s refusal to accept the delivery.

              (a)

Title and risk in and to the product is transferred to the Retailer on payment of the applicable Order by the Retailer.

              (b)

The Retailer agrees to take all risks and responsibilities in connection with the delivery of the product until such time the product is delivered to the Customer.

              (a)

All products sold on the Platform come with guarantees that cannot be excluded under the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL).

              (b)

Subject to subclause (c) below, your Order is subject to the Supplier’s own terms and conditions. If there are no express terms and conditions, your purchase is subject to terms and conditions implied at law (but only to the extent that such implied terms are not expressly and lawfully excluded by the Supplier).

              (c)

To the extent there is any inconsistency between these Terms and each of the Supplier terms and conditions, the agreements will be read in the following order of priority: (i) these Terms; and (ii) the Supplier terms and conditions. You agree that by purchasing a product, that you will be bound by the Supplier terms and conditions for that product.

              (d)

To the extent permitted by law, any claims with respect to a product or service must be made against the Supplier only, and you agree and fully release and discharge us from any liability, claim, or action against the supply or delivery of a service or product.

              (e)

A product you purchase from a Supplier on the Platform may come with warranty documents. Any such warranty is provided by the Supplier only and is not given by us.

              (f)

Suppliers may have their own policies and procedures in relation to change of mind returns. You must review your order carefully before placing it because change of mind returns are given at the sole discretion of each Supplier.

              The Retailer represents and warrants to Dropshipzone that:

              (a)

the Retailer is at least 18 years of age (where the Retailer is a natural person);

              (b)

the Retailer possesses the legal right and ability to enter into this legally binding agreement with Dropshipzone and a legally binding agreement with a Supplier with respect to any product bought by the Retailer on the Platform; and

              (c)

the Retailer will use the Platform in accordance with these Terms.

              (a)

Other than as expressly provided in these Terms, we do not accept any responsibility, and disclaim all and any liability for, any dispute between you and a Supplier.

              (b)

If you have a problem with a product purchased on the Platform from a Supplier, or generally with the conduct of a Supplier, you must:

              (c)

If your product has a Supplier or manufacturer warranty, you must contact the relevant Supplier or manufacturer first in relation to any fault or defect.

              (d)

You acknowledge and agree that our dispute resolution service is non-binding on Retailers and Suppliers. Dropshipzone will use its reasonable efforts to help facilitate a resolution between Retailers and Suppliers but is not responsible for: (i) any failure of a Supplier to participate in the dispute resolution process; or (ii) your dispute does not resolve in a timely manner or to your satisfaction.

              (a)

The Retailer acknowledges and agrees that:

              (b)

The Retailer sets its pricing for Customers in its sole and absolute discretion.

              (c)

The Retailer, and not the Customer, must liaise with Suppliers with respect to all product and delivery inquiries or issues.

              (a)

All intellectually property rights (including copyright, patents and rights in respect of trade marks and inventions):

are owned or licensed by Dropshipzone.

              (b)

The Content is protected by copyright, trade mark and other intellectual property laws.

              (c)

Dropshipzone grants you a limited, personal, non-exclusive, royalty-free, revocable licence for the duration of these Terms to:

              (d)

With respect to Content, you:

              (e)

On termination of your rights under these Terms, you must immediately cease using all Content and at Dropshipzone’s discretion, return or permanently delete all copies of Content stored on any device or otherwise in your possession or control, and provide written confirmation to Dropshipzone that this has been completed.

              (f)

Dropshipzone retains all rights, title and interests in and to the Platform, the Content and all related Services. Nothing in these Terms will transfer any intellectual property, including a:

to you or any third party.

              (g)

You acknowledge that all rights, title, interests or remedies in or arising out of the use of any and all of the Content provided by Dropshipzone, including derivative works, are the exclusive property of and will remain the exclusive property of Dropshipzone, subject to any third party agreements. If you become aware of any person making any unauthorised use of Content which is provided to you, you must inform us promptly and cooperate with us in any investigation into such misuse.

              (h)

You may not, without the prior written permission of Dropshipzone and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or any part of the Services for any purpose, unless otherwise provided by these Terms.

              (i)

You may link to the Platform only with our prior express consent and provided it is:

              (j)

You must remove or procure the removal of any link to the Platform immediately upon receiving notice from us to do so. We may give such notice at our absolute discretion

              (k)

Except as otherwise expressly provided for in these Terms, or as authorised by Dropshipzone in writing, you will not, and will not permit or authorise third parties to:

              (l)

You must not modify the paper or digital copies of any materials that you have printed off or downloaded in any way from the Platform, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

              (m)

If you print off, copy or download any part of the Content in breach of these Terms, your right to use the Platform will cease immediately.

              (n)

If Dropshipzone provides social media features such as the ability to share content, you may take such actions as are enabled by such features.

              (o)

You must not delete or alter any copyright, trade mark or other proprietary rights notices from copies of materials from the Platform.

              (p)

You agree to provide an irrevocable, transferable, perpetual, royalty free licence to Dropshipzone for the use of any intellectual property rights in all data, images, audio and video files uploaded by you to the Platform (User Data) for the purposes of Dropshipzone’ business and the provision of the Services by Dropshipzone.

              (q)

You acknowledge and agree that you, and not Dropshipzone, are responsible for ensuring the lawfulness of the User Data you upload to the Platform and obtaining any and all necessary rights and consents required from the relevant individuals to upload, store, and access any User Data.

              (r)

You acknowledge and agree that it is your responsibility to ensure that:

              (a)

Dropshipzone takes privacy seriously and any personal information provided through the Platform and Services is subject to Dropshipzone's Privacy Policy, which is available on the Platform.

              (b)

As part of the registration process as a Retailer, including the Application, or as part of its continued use of the Services, a Retailer may be required to provide personal information about individuals, its business and about Customers to whom the products are sold, including:

              (c)

The Retailer warrants that any information provided to Dropshipzone in the course of completing an Application or the registration process and in using the Services is accurate, correct and up to date. Where third party personal information is provided to Dropshipzone including Customer personal information (‘Customer Data’), the Retailer warrants that it has the necessary consents to do so and such collection, use and disclosure is lawful.

              (d)

You acknowledge and agree that Dropshipzone may use, and disclose personal information to third parties, in accordance with Dropshipzone’s Privacy Policy and under applicable privacy laws in including the Privacy Act 1988 (Cth). You agree to permit us to use Customer Data including for the purpose of processing or complying with your Order, providing the functionality of the Platform, responding to regulators, using aggregated and deidentified information for analytics, and any related purpose. You acknowledge that in order to do so, we may share the Customer Data with other parties, including Suppliers and other service providers.

              (e)

The Retailer must hold in the strictest confidence all confidential information (being any information disclosed by Dropshipzone in connection with these Terms which is designated as confidential by Dropshipzone or which is by its nature confidential) and not disclose or permit or cause confidential information to be disclosed to any person other than any of its personnel who require confidential information for the purposes of using the Services, unless such information:

              (a)

Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the ACL (or any liability under them) which by law may not be limited or excluded (Non-excludable Condition).

              (b)

Unless expressly specified otherwise in these Terms, to the maximum extent permitted by law:

              

suffered or incurred by you or any Customer in connection with the product or Services, whether arising at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise

              (c)

To the extent permitted by law, Dropshipzone's total liability arising out of or in connection with the product or Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the amount for the relevant product or service.

              (d)

Except for liability in relation to any Non-excludable Condition, the Platform is provided on an “as is” and “as available” basis, and without any warranty or condition, express or implied. To the extent permitted by law, Dropshipzone specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to extent allowed by law.

              (e)

To the maximum extent permitted by law, Dropshipzone, Dropshipzone related entities, and any of their Personnel disclaim, and do not make, any representation, warranty or guarantee of any kind in respect of the Services, including without limitation any representation or warranty:

              (f)

The Content is provided for general information only. It is not intended to amount to advice on which you should rely.

              (g)

You indemnify and keep indemnified, Dropshipzone and its Personnel ( Indemnified Parties) against all loss, cost, expense or damage which the Indemnified Parties suffer or incur, as a direct or indirect result of:

               We may require you to maintain, during the Term, adequate insurance (with a reputable insurer) that is appropriate and reflective of the scope of your obligations under these Terms.

              (a)

You must not commence court proceedings against Dropshipzone in relation to a complaint or dispute in connection with the Platform or these Terms (‘Complaint’) until you have exhausted the procedures in this clause. If a Complaint arises:

              (a)

The Terms will continue to apply until terminated by either you or by Dropshipzone as set out below:

              (b)

Dropshipzone will facilitate all Orders submitted by Retailers through the Platform in accordance with these Terms, which were submitted prior to termination provided the Retailer has paid all outstanding amounts owed to Dropshipzone or any Supplier.

              (c)

Any notice should be sent, in writing, to Dropshipzone to info@dropshipzone.com.au.

              (d)

To the extent permitted by law, Dropshipzone reserves the right to discontinue or cancel a Retailer Account at any time and may suspend or deny, in its sole discretion, access to all or any portion of the Platform or the Services without notice if you breach any applicable law or provision of these Terms, your conduct adversely impacts Dropshipzone's name or reputation, your conduct violates the rights of another party, you fail to make a payment of an amount owed to Dropshipzone by the due date, or you otherwise become insolvent.

              (e)

Dropshipzone reserves the right to cancel a Retailer’s account if it remains inactive for three (3) months.

              (a)

In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.

              (b)

The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested.

              If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, it may be severed without affecting the enforceability of the other provisions of these Terms.

              (a)

A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.

              (b)

The exercise of a power or right does not preclude:

              (a)

Dropshipzone may subcontract any of the Services at its absolute discretion.

              (b)

No right or interest in the Terms will be assigned, nor any obligation delegated by the Retailer without Dropshipzone’s prior written permission. These Terms may be assigned or novated by Dropshipzone, provided there is no material detriment to you.

              (a)

Dropshipzone may from time to time publish certain rules, policies and procedures in relation to your use of the Platform or dealings between Suppliers and Retailers (Policies). Subject to clause 1(h), you agree to comply with these, including as updated or amended from time to time. If there is any conflict between the Policies and these Terms, then these Terms will prevail.

              (a)

No agency, partnership, joint venture, employee-employer or other similar relationship is created by these Terms unless otherwise set out in these Terms. In particular you have no authority to bind Dropshipzone, its related entities or affiliates in any way whatsoever.

              (a)

This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.