DROPSHIPZONE MARKETPLACE TERMS & CONDITIONS FOR RETAILERS
1.About the Platform
(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:
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(i)search and find Supplier profiles on the Platform;
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(ii)order a product or service listed for sale by a Supplier on the Platform (‘Order’);
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(iii)receive notifications regarding your Orders;
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(iv)pay for your Orders via third party payment processors; and
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(v)obtain product information either via the Platform or the Dropshipzone app provided by Shopify (‘Shopify app’), which you can use for the purposes of reselling the products through your sales channels
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(collectively, the ‘Services’).
(f)
We may expand our Services at our sole discretion to include additional functions, such as:
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(i)rating and reviewing a Supplier and their product or service;
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(ii)enabling direct communications with Suppliers regarding purchases; and
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(iii)facilitating secure financing options by way of finance providers.
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.
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(i)By using, browsing, reading or applying for or creating a Retailer account on the Platform (‘Retailer Account’), this signifies that the user has read, understood and agrees to be bound by these Terms. If a user does not agree with the Terms, it must cease using the Platform immediately.
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(ii)If you are a Retailer and do not agree with the Terms (including as updated under clause 1(h) below), you must cease using the Platform and also any Services immediately and provide notice of termination of your Retailer Account to Dropshipzone in accordance with these Terms.
(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.
2.Acceptance of the Terms
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.
3.Marketplace Only
(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:
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(i)connects you with the Supplier via the Platform;
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(ii)enables the Supplier to sell and you to buy a product or service from the Supplier via the Platform; and
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(iii)collects payment from you and remits the appropriate amount to the Supplier.
(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:
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(i)delivery or performance of a product or service;
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(ii)the quality or standard of a product or service;
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(iii)reimbursement, compensation, or damages arising from a product or service;
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(iv)product or service warranties provided by the Supplier; and
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(v)product or service warranties and obligations placed on the Supplier of a product or service under a relevant law.
(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.
4.Creating an Account
(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.
5.Using the Platform
(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
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(i)“crawl”, “scrape”, or “spider” any page in connection with any product on the Platform or Services or reverse engineer or attempt to obtain the source code of the Services;
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(ii)violate any laws in connection with its use of the Services. This includes any local, state, federal or international law that applies to either the Retailer or Dropshipzone;
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(iii)use the Services or Platform for any purpose other than reselling products it purchases through the Platform through its sales channels;
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(iv)use the Services or Platform for any illegal or unauthorised use which includes collecting email addresses of other Retailers or Customers by electronic or other means for the purpose of sending unsolicited email, or unauthorised framing of or linking to the Platform;
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(v)use the Services to commit any fraud or fraudulent transaction and must immediately contact Dropshipzone if it believes or suspects the occurrence of any fraud.
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(vi)provide access to or use of any Services to any third party;
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(vii)introduce any computer virus, backdoor, timebomb, trojan horse, malware or other harmful computer code into any of the Services;
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(viii)interfere with or disrupt the integrity or performance of the Service; or
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(ix)upload any materials to the Service which are defamatory, obscene, unlawful or infringe the rights of any person (including privacy rights and intellectual property rights).
6.Placing an Order
(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:
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(i)When you place an Order on the Platform, payment for the Order will be processed via PayPal, Credit Card or your prepaid Wallet.
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(ii)You will receive an email from us acknowledging that the order has been received. This does not mean that an Order has been accepted by us for processing.
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(iii)We reserve the right to accept or decline to process any Order initiated on the Platform for any reason
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A.Dropshipzone reserves the right to change, suspend or remove any product or other information from the Platform at any time and advise Retailers that a product for which an Order was made has become unavailable
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(iv)Once payment is made and accepted by us, the Order will be sent to the Supplier, at which point they may also either accept and confirm the Order or reject the Order at their own discretion.
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A.The sale is completed when the Supplier accepts the Order, forming a separate contract between the Supplier and the Retailer.
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B.Dropshipzone assumes no liability nor makes any warranty or guarantee that the Order will be accepted by the Supplier.
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C.Dropshipzone does not take responsibility for the state or quality of any products supplied by the Supplier, nor damage to the products,
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(v)If the Order is accepted by the Supplier, you will receive an email with tracking details for delivery.
(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.
7.Payment and GST
(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:
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(i)we reserve the right to investigate all accounts where we suspect incorrect or fraudulent activity occurred.
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(ii)we reserve the right to suspend your Order during such investigation and terminate your Order following such investigation;
(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.
(i)
Dropshipzone reserves the right to apply a payment processing fee on orders that paid for via PayPal or Credit Card. This fee will be clearly disclosed at the point of payment selection, prior to completing the transaction.
(j)
For payments made to top up the Wallet, Dropshipzone reserves the right to apply a payment processing fee for payments made via PayPal or Credit Card. This fee will be clearly disclosed at the point of payment selection, prior to completing the transaction.
(k)
Payment processing fees, once incurred, are non-refundable, even if an order is later cancelled or refunded, unless otherwise required by law.
(l)
Wallet credit cannot be refunded or transferred to other forms. Wallet top ups are non-refundable.
8.International Suppliers
(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.
9.Delivery
(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:
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(i)deliver or supply a product to a PO Box; or
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(ii)permit or allow the Retailer or Customer to arrange for the product to be picked up or collected from the Shipper’s premises.
(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.
10.Title and Risk
(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.
11.Warranties and Returns
(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.
12.Retailer Representations and Warranties
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.
13.Problems with Suppliers
(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:
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(i)contact the relevant Supplier directly at first instance;
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(ii)if the Supplier is unable to resolve your problem, you may escalate your complaint and contact Dropshipzone by submitting a ticket to the Dropshipzone support team; and
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(iii)Dropshipzone will use all reasonable endeavours to assist you in resolving your problem.
(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.
14.Relationship with Customers
(a)
The Retailer acknowledges and agrees that:
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(i)in relation to the Customer, the Retailer transacts directly with the Customer and neither Dropshipzone nor the Supplier have any relationship with the Customer;
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(ii)neither Dropshipzone nor any Supplier is a party to any transaction between the Retailer and a Customer. Any such transaction must not conflict with the Retailer’s obligations to Dropshipzone under these Terms. To the extent of any inconsistency with a Customer transaction, these Terms will prevail; and
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(iii)the Retailer will ensure that the relevant Customer does not make any claim directly against Dropshipzone or any Supplier, and indemnifies Dropshipzone from and against any loss, cost or expense suffered or incurred by Dropshipzone in managing or defending any such claim.
(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.
15.Intellectual Property
(a)
All intellectually property rights (including copyright, patents and rights in respect of trade marks and inventions):
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(i)subsisting in or to the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features);
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(ii)Services; and
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(iii)Content,
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:
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(i)use the Platform pursuant to these Terms; and
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(ii)if you are a Retailer, access the Services and use the Content for the sole purpose of marketing, retailing, and on-selling the product.
(d)
With respect to Content, you:
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(i)may only use such content for the purpose of marketing a product acquired from the Platform (and not in relation to any other Supplier outside of the Platform);
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(ii)must use the Content in accordance with any guidelines published or provided by Dropshipzone or the Supplier from time to time;
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(iii)must use the most recent version of Content provided for each product.
(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:
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(i)business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or
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(ii)right to use or exploit a business name, trading name, domain name, trademark or industrial design, or
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(iii)thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
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:
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(i)in a way that is fair, unbiased, legal and does not damage or exploit our reputation; or
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(ii)in a way that does not suggest either express or implied any association or endorsement by us.
(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:
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(i)modify, copy, reproduce or publish the Content; or
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(ii)create a derivative work, or reverse engineer or reverse assemble the Content.
(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:
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(i)your User Data does not infringe any intellectual property rights, privacy rights or any other rights of any person; or
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(ii)your use of the Services and supply of the User Data does not breach any obligations of confidentiality to any person.
16.Privacy and Confidentiality
(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:
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(i)company name;
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(ii)ABN;
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(iii)name;
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(iv)mailing address;
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(v)email address;
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(vi)telephone number; and
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(vii)selling channels and URLs.
(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:
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(i)becomes generally available to the public other than as a result of the breach of this clause 16; or
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(ii)is required to be disclosed in order to comply with relevant laws, regulatory requirements, or legally binding order of a court or government agency, provided that the Retailer has first provided full details of the proposed disclosure to Dropshipzone and provided Dropshipzone with an opportunity to object to the propose disclosure.
17.General Disclaimer
(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:
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(i)all terms, guarantees, warranties, representations or conditions in connection with these Terms or any product or Services are excluded; and
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(ii)neither Dropshipzone nor the Suppliers, nor any of their related entities, nor any of their respective directors, officers, employees, contractors or agents (Personnel) will be liable for:
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A.any liability for any loss or damage (including special, direct, indirect or consequential loss or damage);
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B.loss of profit or opportunity, loss of revenue, loss of sales, loss of data, loss of anticipated savings or wasted expenditure;
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C.damage to goodwill;
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D.losses arising from the unavailability of, or your inability to use any product or Services; or
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E.any losses arising from not being able to use the Services or the late supply of the product or Services,
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:
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(i)as to the accuracy, legality, suitability or reliability of the information contained in the Content;
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(ii)that they are free of viruses or other harmful components;
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(iii)that your use of the Services will be secure, uninterrupted or error-free; or
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(iv)as to the suitability or availability of the Services.
(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:
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(i)your breach of the Terms;
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(ii)your violation of any law or rights of a third party; and
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(iii)any legal proceedings or any claim made against the Indemnified Parties by a third party, which arises directly or indirectly from any content created by you in breach of the Terms.
18.Insurance
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.
19.Disputes with us
(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:
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(i)you must first notify us of the nature of the Complaint. For complaints regarding orders, please contact us by selecting 'Request Support' in the individual order under 'Order'. For all other complaints please use the Contact Us page.
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(ii)we will, to the extent reasonably possible, consider and respond to the notice of Complaint within a reasonable period of time.
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(iii)you must respond to any communication from us in respect of the Complaint as soon as possible, including providing any additional information or material that may be reasonably required by us.
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(iv)we will use best endeavours to resolve the Complaint in a timely manner.
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(v)if the Complaint is not resolved within 90 days of us first receiving notice of the Complaint, we may instruct the President of the Law Institute of Victoria to appoint an independent mediator to resolve the dispute by mediation and the you must participate in the mediation in good faith and equally share the costs of the mediation with us.
20.Termination of Contract
(a)
The Terms will continue to apply until terminated by either you or by Dropshipzone as set out below:
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(i)by either party for any reason by giving 14 days’ written notice of termination; or
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(ii)by either party with immediate effect if the other party breaches a material term which is not remedied within 14 days of written notice, or the breach is otherwise incapable of remedy.
(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.
21.Governing Law, Venue and Jurisdiction
(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.
22.Severance
23.Waiver clause
(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:
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(i)its future exercise; or
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(ii)the exercise of any other power or right.
24.Subcontracting and Assignment
(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.
25.Policies
(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.
26.No Agency
(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.
27.Entire Agreement
(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.
