Pedlar Store Pty Ltd (Pedlar) – Seller Agreement

General Terms

1. The Agreement

1.1 We may vary this Agreement at any time by providing you written notice. Your continued use of the Platform after receiving such notice means that you accept the variation. If you do not agree to the variation, you must notify us in writing and we may terminate this agreement in accordance with clause 33.2.

1.2 You agree to be bound by the terms of this Agreement each time you access or use the Platform.

1.3 Definitions and rules of interpretation are set out in clause 38.

2. Term

2.1 This Agreement commences on the date we confirm your registration on the Platform by email or otherwise (Commencement Date) and continues until terminated in accordance with clause 33.

3. Relationship

3.1 We provide the Platform as an online community for you, the Seller, to list and sell goods to buyers. All contracts of sale in respect of your listed goods are between you and the buyer. Nothing in this Agreement creates a direct legal relationship between you, the buyer and us. As we are not a party to those contracts of sale, you acknowledge and agree that we will not be responsible for any of your listed goods.

3.2 By registering as a Seller, you appoint us as your agent to:

(a) offer and sell your products on the Platform; and

(b) enter into agreements with buyers on your behalf for the sale of those products on the Standard Customer Terms.

3.3 You are responsible and liable for:

(a) all contracts of sale entered into between you and a buyer through the Platform;

(b) any product you supply through the Platform;

(c) the fulfilment of any order accepted by us on your behalf; and

(d) all material you publish on the Platform.

4. Platform Registration

4.1 You must be a registered Seller to access and use the Platform and therefore will be required to set up a

seller account (Seller Account).

4.2 You must ensure that all information you provide to us is true, accurate and correct, this includes payment information. You must continue to keep this information up to date and must notify us immediately of any changes to that information.

4.3 You are solely responsible for your Seller Account and all activity that occurs under it. If a third party accesses your Seller Account, we will rely on the information provided and are under no obligation to make any enquiries as to the activities that occur under your Seller Account.

4.4 To register as a Seller you must:

(a) be 18 years or older;

(b) have the right, authority and capacity to enter into this Agreement;

(c) be a registered Australian company (or registered in your country of residence);

(d) be registered for GST and hold a valid ABN;

(e) abide by the terms of this Agreement and any of our policies which may be made available to you from time to time.

4.5 You must keep your login details secure and confidential and you must not let anyone except your employees, agents or contractors use your Seller Account.

4.6 We may suspend or terminate your access rights or seller registration at any time, for any reason (or no reason) at our sole discretion.

4.7 If you suspect or become aware that your Seller Account has been used without your permission, you must immediately contact Pedlar Customer Support Team. You must also change your login details as soon as you become aware of or suspect such use.

5. Platform Access

5.1 Subject to this Agreement, we grant you a personal, non- exclusive, non-transferable, non-sublicensable right to use the Platform solely for the purpose of selling goods to buyers for the Term. This license shall immediately terminate in the event that this Agreement is terminated in accordance with clause 33.

5.2 You must comply with our published policies in relation to the sale of goods on the Platform, which we may amend at any time.

5.3 You are responsible for all costs associated with accessing and using the Platform, including all telecommunications access charges, network infrastructure, equipment and other software and required integration charges.

5.4 We may change the structure of the Platform at our discretion, including the look and feel, brand elements, product categories and functionality.

6. Payment Processing

6.1 We will process transactions on your behalf through the Platform. This means that we will:

(a) receive and hold sales proceeds on your behalf using our 3rd party payment processing provider;

(b) deduct any applicable fees, charges, refunds or other authorised deductions or adjustments made in accordance with this Agreement and the Schedule (Authorised Deductions) and the Commission from such proceeds; and

(c) remit sales proceeds (less any Authorised Deductions and Commission) to your nominated bank account in accordance with the remainder of this clause 15.

6.2 We will remit payments to your nominated Australian bank account during Business Hours on a Business Day.

6.3 Payments will be made 30 days after the buyer has purchased the goods. If a payment date falls on a day which is not a Business Day, the payment will be made on the following Business Day. All payments will be made by electronic funds transfer and should appear in your account within 5 Business Days from the date of payment.

6.4 You will be sent a statement with each payment which outlines the total sales proceeds, Authorised Deductions and Commission for the payment period.

6.5 Sales proceeds held by us:

(a) represent an unsecured claim against us;

(b) are not insured; and

(c) may be combined with those of the other Platform sellers.

6.6 We may set off any amounts you owe us against sales proceeds held on your behalf.

6.7 If Authorised Deductions exceed sales proceeds in any payment period, we can at our option:

(a) deduct the required amount from the sales proceeds of the payment period immediately following the payment period for which there is a negative balance; or

(b) charge your nominated bank account or credit card the required amount.

6.8 By signing this Agreement you hereby authorise us to collect payment from and to debit any Authorised Deductions to your nominated bank account or credit card which you supply on registration (including for a period of up to 60 days after this Agreement is terminated).

6.9 If for some reason we are unable to take payment from your nominated credit card we will notify you and you will have 3 days to make payment, failing which we may suspend your Seller Account.

6.10 Notwithstanding clause 6.8, if you fail to make payment when due, without prejudice to our other rights and remedies, the entire amount will become due immediately and we will charge interest at the rate of 1.5% per month on all overdue amounts from the due date until the outstanding amounts are fully paid.

7. Term Sheet and Fee schedule

7.1 We may vary the General Terms, and Schedule at any time by providing you 7 days’ written notice. If you do not wish to continue the agreement on the General Terms and Schedule, you must notify us in writing before the new schedule takes effect.

8. Fraud

8.1 We may assess any buyer of your goods for potential fraud and if we suspect any fraud, we may cancel the order and issue a refund to the buyer. We will take reasonable steps to promptly notify you of the cancellation. We may impose transaction limits on buyers to limit fraudulent activity.

9. Chargebacks

9.1 You are responsible for any chargeback or chargeback fees which any bank, financial institution or card scheme operator recovers from us in connection with any fraudulent transaction made with respect to your goods (including where the buyer commits fraud in connection with any chargeback process). Notwithstanding clause 6.7, you authorise us to recover any such amount as an Authorised Deduction for so long as we are subject to such chargeback or chargeback fees in connection with the relevant transaction.

10. GST

10.1 You must include the amount of any required sales tax (including GST) in the price of your goods. You are responsible for the payment of any tax in relation to the sale of your goods.

10.2 Our fees include GST where applicable, and we will include such amounts as Authorised Deductions in accordance with the Schedule.

11. Buyer Enquiries and Complaints

11.1 Pedlar Customer Support Team will handle all buyer enquiries and complaints.

11.2 If a buyer contacts you to make a complaint, you must forward the details to Pedlar Customer Support Team without delay.

12. Damaged or Faulty Goods

12.1 If goods are returned due to fault, damage or similar issues (including non-conformance with the product listing):

(a) Our Pedlar Customer Support Team will contact you to facilitate a replacement or full refund where applicable; and

(b) you are responsible for all shipping costs, which we will include as an Authorised Deduction.

13. Refunds

13.1 If we issue or refund to a buyer:

(a) we will recover the amount as an Authorised Deduction under clause 6; and

(b) we will credit you for any of our fees which we have already deducted

14. Returns

14.1 We manage refunds in accordance with our Returns & Refund Policy however Buyers will be directed to send physical returns directly to your nominated warehouse for assessment.

14.2 You must maintain your standard shipping and returns policy for all orders placed through the Platform.

14.3 We offer free returns for refunds and exchanges in Australia but expect the maximum return period to be 30 days. If you do not offer free returns for refunds or exchanges, then we will pay for shipping costs.

14.4 For both exchanges and refunds, Buyers will ship returns to your nominated return address, at our expense unless you choose to provide free returns on some or all qualifying orders.

14.5 For exchanges, we will instruct Buyers to return the good to your nominated Return Address and have them reorder the good in their chosen size

15. Intellectual Property

15.1 Subject to the terms and conditions of this Agreement, we hereby grant to you, for no consideration, a non- exclusive, royalty-free, non-transferable, non- sublicensable, non-assignable license, during the Term of this Agreement, to use the Platform solely for the purpose of selling goods.

15.2 You acknowledge and agree that the Platform and all data related to the access and use of the Platform (including all Intellectual Property Rights in all of the foregoing) are and remain our property.

15.3 You acknowledge and agree that you will not:

(a) improperly use the Platform; or

(b) use any of our names, logos or marks for any commercial purpose except as we expressly allow; or

(c) try to register or otherwise use or claim ownership over any of our or our related body corporates’ names, logos or marks; or

(d) copy, modify, distribute, sell or lease any part of the Platform or related data, nor shall you reverse engineer or attempt to extract the source code of our software.

16. Intellectual Property Rights

16.1 Nothing in this Agreement constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Platform.

16.2 By posting or adding any content onto the Platform or otherwise supplying material or information to us by any means (Seller Material), you grant us a perpetual, non- exclusive, royalty-free, irrevocable, worldwide and transferable right and license to use that content in any way (including, without limitation, by reproducing, modifying, and communicating the content to the public) and permit us to authorise any other person to do the same thing.

16.3 You consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you supply any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.

16.4 The license referred to above will survive any termination of this Agreement.

16.5 You represent and warrant to us that you have all necessary rights to grant the licenses and consents set out above.

16.6 You acknowledge that we are the owner or licensee of all rights (including Intellectual Property Rights) in and to:

(a) the Platform;

(b) all content and data contained in or accessible by using the Platform (including buyer accounts and our customer database); and

(c) any other materials provided by us or on our behalf in connection with this agreement,except as expressly set out in this agreement, no other rights or licences in or to the Platform are granted to you and all such rights are expressly reserved by us.

16.7 You must not use, copy, reverse engineer, distribute, sell or compile data from our customer database (or any part of it) or use the customer database to market your goods, company or services other than as expressly provided for within this agreement.

16.8 We acknowledge that the Intellectual Property Rights in the Seller Material are owned or licensed by you.

16.9 You grant to us:

(a) all necessary rights to deal with the Seller Material for the purpose of performing our obligations under this agreement; and

(b) a perpetual, royalty-free, licence to use the Seller Material in any way in de-identified form for any of our internal and external business purposes.

16.10 You warrant that:

(a) you have all necessary rights and consents to provide the Seller Material to us and allow us to use it in the manner contemplated by this agreement; and

(b) the Seller Material and our use of it in the manner permitted by this agreement will not breach any laws or the rights of any person (including Intellectual Property Rights).

16.11 If:

(a) you become aware of any actual or potential infringement of our Intellectual Property Rights by a third party; or

(b) any third party alleges use of our Intellectual Property Rights by you in accordance with the terms of this Agreement infringes the third party’s rights,you must promptly inform us of the details of such infringement (actual, potential or alleged) and cooperate with us in taking any action we deem necessary.

17. Proprietary Rights to Content

17.1 You agree that Content presented through the Platform by us or our advertisers, or others, including all text, graphics, logos, button icons, images, audio files, software, data compilations and other intellectual property (Content), is owned by us or our licensees and is protected by copyright, trade-mark, service mark, patent, or other proprietary rights and laws.

17.2 You agree not to otherwise copy, change, upload, transmit, sell or distribute any content available through the Platform, including code and software, except standard page caching which occurs in the normal course of browsing.

17.3 Except as expressly authorized by us or our advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform in whole or in part.

18. Privacy

18.1 You may only use, store or disclose Personal Information collected by you through the Platform for the sole purpose of fulfilling orders obtained through the Platform.

18.2 Without limiting clause 18.1, each party must comply with all applicable Privacy Laws in relation to any Personal Information collected, stored or disclosed by it in the course of performing this agreement or using the Platform.

18.3 Our Privacy Policy details the manner in which we handle Personal Information and you agree that we can handle any Personal Information comprising the Seller Material in accordance with that policy. You must not do anything in respect of Personal Information collected by you under this agreement which may in any way cause us to be in breach of that policy or any Privacy Laws.

18.4 You warrant that you have all necessary consents and permissions to disclose any Personal Information comprising the Seller Material to us.

19. Product Listings

19.1 You are responsible for the content of all product listings you submit to the Platform. You must ensure that all information provided is accurate, up-to-date and complies with the Product and Image Guidelines and all Laws.

19.2 You must only list goods of a type and in a product category included on the Product and Image Guidelines. We may vary the Product and Image Guidelines from time to time by notice to you. If such variation excludes any of your listed goods, you must immediately remove those listings from the Platform.

19.3 Goods can only be listed in the most relevant product category. You must not intentionally duplicate product listings in order to have them appear in multiple categories unless directed by Pedlar onboarding team during the product mapping stage of the onboarding process.

19.4 We may remove any listing at any time for any reason (or no reason). We also reserve the right to publish (or not publish) listings based on our Product and Image Guidelines and/or Pedlar’s strategy.

19.5 If your listing does not comply with the Product and Image Guidelines we may request that you remove or amend the listing, in which case you must do so immediately.

19.6 In respect of your listed goods, you warrant that:

(a) the goods are safe and comply with all applicable laws, product safety requirements and mandatory standards;

(b) the goods, and the listing and sale of those goods, does not and will not breach any third party’s rights (including intellectual property rights);

(c) you have the right to sell and dispose of the goods, and that the listing is accurate, up-to- date and not misleading or deceptive in any way; and

(d) you will ensure that throughout the Term you maintain sufficient stock levels of the listed goods to meet your obligations under this Agreement.

20. Pricing and Orders

20.1 The price of the goods that appears on the Platform is per the price on your store.

20.2 Shipping charges will be per your standard shipping policy. In the event, the buyer is not subject to free shipping, Pedlar will cover the reasonable shipping cost at our expense. We will reimburse you this amount and it will appear in your statement.

20.3 The total displayed on the Platform is the total price payable for the goods including tax. You must not charge any additional undisclosed amounts to any buyer.

20.4 When a buyer orders goods:

(a) a contract of sale is formed between you and the buyer for the supply of the goods; and

20.5 You must only use the Platform to transact with Platform buyers and you must not upload any web links, URLs, or redirects to your own or any other third-party website or online shopping platform.

21. Restrictions

21.1 You must not:

(a) upload or introduce into the Platform any harmful or malicious code including any virus, malware, Trojan horse, backdoor, time bomb or similar program;

(b) modify, adapt, translate, reverse engineer, de- compile, disassemble or copy any part of the Platform;

(c) attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the Platform;

(d) upload or transmit any material which is defamatory, pornographic, offensive, vulgar, obscene, discriminatory, in breach of any law or which infringes any person’s rights (including Intellectual Property Rights);

(e) remove or interfere with any copyright or trade mark notices published on the Platform;

(f) demonstrate the Platform for the purpose of engaging a person to replicate the functionality or features contained in the Platform; or

(g) modify any documentation or manuals provided or made available in relation to the Platform.

21.2 We may refer fraudulent or illegal activity to the relevant authorities and in doing so disclose information to such authorities relating to your Seller Account. We may, at our discretion, investigate any suspected illegal activity on your Seller Account.

22. Seller Standards

22.1 As a seller on the Platform, you must maintain consistent high standards to meet the expectations of our customers and you must comply with our minimum service obligations set out in this agreement. A failure to do so may, at our sole discretion, result in the suspension or termination of your Seller Account or selling privileges.

23. Not Here

23.1 As a seller on the Platform, you must maintain consistent high standards to meet the expectations of our customers and you must comply with our minimum service obligations set out in this agreement. A failure to do so may, at our sole discretion, result in the suspension or termination of your Seller Account or selling privileges.

24. Seller Packaging

24.1 All goods must be shipped in safe and secure packaging to prevent damage in transit.

24.2 You must include a packing slip with each order together with any information or materials we require as notified to you from time to time.

24.3 You must not place any marketing material, vouchers or similar information in packages in order to encourage customers to shop directly through your own- or third-party websites or stores.

25. Seller Dispatch and Inventory Management

25.1 You must:

(a) maintain a 95% order fulfilment rate;

(b) maintain and manage your inventory appropriately to ensure you can fulfil customer orders in accordance with this clause;

(c) pick and dispatch each order within 24 hours of receipt;

(d) ensure delivery is undertaken by a reputable service capable of delivery within 5 Business Days of dispatch, Australia wide;

(e) promptly update the order status in the Platform dashboard to indicate that the order has been shipped;

(f) update tracking numbers via chosen integration method;

(g) include shipping notes (manifest) with all parcels to clarify contents of parcels and seller information;

(h) contact Pedlar’s Customer Support Team in the event there are delays or difficulties with shipping goods; and

(i) promptly ensure that replacement goods are supplied if the buyer does not receive the product for any reason out of their control.

26. Disputes

26.1 Neither party may commence court proceedings or action against the other party under or in connection with this Agreement (other than where urgent interlocutory relief is required) unless it has first attempted to resolve the dispute using the following process:

(a) following notice from either party of a dispute the senior representatives of each party must meet within seven (7) days or such other time as agreed to discuss and attempt to resolve the dispute;

(b) failing resolution of the dispute within twenty (20) days after the first meeting between the parties, either party may take such action as it sees fit in respect of the dispute.

27. Warranties

27.1 The Seller warrants at the Commencement Date and for the term of this agreement that:

(a) it has the legal right and power to enter into this Agreement and to perform its obligations under this Agreement; and

(b) it has all necessary rights, licences, permits and consents to enter into and perform this Agreement.

27.2 All express and implied terms, conditions, warranties and guarantees which otherwise might apply to, or arise out of, this Agreement are excluded other than:

(a) as expressly stated in this Agreement; and

(b) guarantees which by law cannot lawfully be excluded or modified by agreement.

27.3 Seller Warranties You warrant and represent that:

(a) You will do all lawful and co-operative acts necessary on its part to give effect to the terms and conditions of this Agreement and will comply with all statutes, rules, regulations, proclamations, ordinances or by-laws, whether federal, state, local or otherwise;

(b) except as provided under clause 16, you have no right to use any intellectual property belonging to us, including, but not limited to trademarks, branding, logos and the like, without our prior written consent;

(c) you will at all times throughout the Term of this Agreement, comply with the terms of any of our policies reasonably notified to you from time to time;

(d) you will not, and will procure that your employees, contractors and agents do not, engage in any misleading or deceptive conduct, or conduct likely to be misleading or deceptive, in relation to goods for sale; and

(e) in relation to your sale of goods, you will comply with all of its obligations under all relevant Federal, State and Territory legislation, including, but not limited to, the Australian Consumer Law provisions relating to:

(i) consumer guarantees;

(ii) misleading or deceptive conduct;

(iii) false or misleading representations; and

(iv) product liability.

(f) You acknowledge that we make no undertakings, representations or warranties to buyers whatsoever in nature, including, but not limited to, undertakings, representations or warranties as to the quality of the goods, acceptable or merchantable quality of the goods, the fitness of purposes for which goods would ordinarily be used, or the fitness for any particular purpose of the goods.

27.4 Exclusions To the extent permitted by law, all express or implied warranties, representations, terms and conditions other than those expressly contained in this Agreement (Excluded Representations) are excluded. Each party acknowledges that it has not relied on any Excluded Representations in entering into this Agreement.

28. Disclaimer

28.1 This clause applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. Us and our related body corporates (as applicable) provide, and you accept, the Platform on an “as is” and “as available" basis, and do not represent, warrant or guarantee that the Platform will be uninterrupted or error free or will result in any requests for the purchase of goods from buyers.

28.2 If you experience any technical difficulties using the Platform, please contact Pedlar’s Customer Support Team who will assist.

28.3 We and our related body corporates make no representations, warranties or guarantees as to the actions or inactions of the buyers who may purchase goods from you.

28.4 Notwithstanding our appointment as the limited payment collection agent for you for the purpose of accepting payment from buyers on your behalf as described in clause 6, we and each of our related body corporates expressly disclaim all liability for any act or omission of you, any buyer or other third party.

29. No Guarantee

29.1 This clause applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law.

28.2 We and our related body corporates do not guarantee the availability or uptime of the Platform. You acknowledge and agree that the Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and we and our related body corporates are not responsible for any delays, delivery failures or other damages, liabilities or Loss resulting from such problems.

30. Indemnities

30.1 You agree to indemnify and hold us and our suppliers, affiliates, partners, subsidiaries, directors, shareholders and employees (collectively, the "Indemnified Parties") harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys" fees), incurred by an Indemnified Party arising out of or related to:

(a) your breach of this Agreement;

(b) any act or omission by us in our capacity as

(c) any information (including but not limited to Seller Material and your publicly posted information) submitted, posted, or otherwise provided by you;

(d) any dispute or litigation between an Indemnified Party and a third party caused by your actions; and

(e) your negligence or violation or alleged these obligations will survive any termination of your relationship with us or your use of the Platform.

30.2 To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of ours and /or our suppliers, affiliates, partners, subsidiaries and employees.

31. Limitation of Liability

31.1 Nothing in this Agreement excludes, restricts or modifies the application of the Australian Consumer Law and any rights you may have thereunder or pursuant to clause 31.8.

31.2 Subject to any rights which you may have under the Australian Consumer Law, we accept no liability for any loss, damage, cost, loss of profits, anticipated savings, wasted expenditure, loss of contracts with third parties, goodwill or any type of Loss, suffered by you and whether or not we were aware that such Loss was possible or such Loss was otherwise foreseeable, whether such Loss arises from any, the use of the Platform, or the failure by you to observe and fulfil your obligations under this Agreement or otherwise.

31.3 You shall indemnify us for and in respect of claims by any third party under the Australian Consumer Law in relation to the goods which arise from, or is in connection with a breach by you of this Agreement, or a negligent, fraudulent or unlawful act or omission by your employees, agents or contractors.

31.4 You will defend, indemnify and hold us harmless against all liability and expenses arising from any claims brought by third parties (including our employees, representatives and other agents) against us which relate to the goods due to the negligence, omission, misrepresentation or wilful acts by you, your employees, representatives and other agents, in connection with this Agreement.

31.5 You will defend, indemnify and hold us harmless against all liability and expenses arising from any claims brought against us which relate to any act or omission by us in our capacity as your agent.

31.6 This clause applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. Neither us nor our related body corporates shall be liable under or related to this Agreement for any of the following, whether based on contract, tort or otherwise, even if a party has been advised of the possibility of such damages:

(a) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or

(b) yours or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for our (or a related body corporate of ours) obligation to remit amounts owed to you under this Agreement, but subject to any applicable limitations or other provisions contained in these Agreement, in no event shall our liability and/or any of our related body corporates under this Agreement exceed the amount of Fees actually paid to or due to us in the 6 months immediately prior the event giving rise to such claim.

31.7 You acknowledge and agree that any and all claims you have or purport to have against us and/or our related body corporates should be notified to us and/or our related body corporates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. This limitation of liability only applies to the extent the law allows.

31.8 In respect of any liability which cannot be excluded in accordance with the above provisions, then we limit such liability to:

(a) the supply of the services again; or

(b) the payment of the cost of having the services supplied again.

31.9 Nothing in this agreement limits or excludes the liability of a party for:

(a) personal injury or death, or damage to or loss of real or personal property;

(b) any indemnity provided under this agreement; or

(c) acts of fraud, misrepresentation or wilful misconduct.

32. Insurance

32.1 You must at your own cost insure and keep insured the goods against:

(a) such risks as a prudent owner of the goods would insurer at their full cost price; and

(b) all risks of Loss or damage where you have possession, custody, control or ownership of the goods, with a reputable insurance company and note us as a person who whom the benefit of such insurance policy extends.

32.2 You will defend, indemnify in accordance with a final court verdict and hold us harmless against all liability and expenses arising from any claims brought by third parties against us which relate to the negligence, omission, misrepresentation or wilful acts by you, your employees, representatives and other agents, in connection with this Agreement.

33. Termination

33.1 We may terminate this Agreement for cause if you:

(a) fail to remedy any conduct which brings our reputation into disrepute, within fourteen (14) days of a written request from us;

(b) commit a material breach of this Agreement (which in the case of a breach capable of being remedied has not been remedied within seven (7) days of written request requiring you to do so);

(c) fail to make any payment due as provided for in this Agreement and you do not remedy the failure within (14) days of receiving written notice from us requiring you to do so; or

(d) suffer an Insolvency Event.

33.2 We may terminate this Agreement for any other reason by providing you with thirty (30) days written notice.

34. Consequences of Termination

34.1 Upon termination of this agreement your right to access and use the Platform will immediately cease.

34.2 Except where expressly provided in this Agreement, any termination of this Agreement pursuant to its terms will be without prejudice to any other rights or remedies the terminating party may be entitled to at law and will not affect any accrued rights or liabilities of the terminating party or the coming into or continuance in force of any provision which is expressly or by implication intended to come into force on or after such termination.

34.3 Clauses of this agreement that are expressed to, or by their nature, survive the termination or expiry of this agreement will survive and continue in effect including this clause 34.2 and clauses 15, 17, 26, 28, 31,34.1 and 36.

35. Force Majeure

35.1 We will be relieved from performing our obligations under this agreement to the extent that we are unable to do so due to a Force Majeure Event.

36. Notices

36.1 Form Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement must be in writing or email, signed by the sender (if an individual) or a person appointed as an authorised officer of the sender and marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

36.2 Delivery They must be:

(a) left at the address set out or referred to in the Details;

(b) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details; or

(c) given in any other way permitted by law. However, if the intended recipient has notified a changed postal address, then the communication must be to that address.

36.3 When effective They take effect from the time they are received unless a later time is specified.

36.4 Receipt - post If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or

37. General

37.1 Discretion in exercising rights A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Agreement expressly states otherwise.

37.2 No liability for loss A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this Agreement.

37.3 Approvals and consents By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

37.4 Remedies cumulative The rights and remedies provided in this Agreement are in addition to other rights and remedies given by law independently of this Agreement.

37.5 Rights and obligations are unaffected Rights given to the parties under this Agreement and the parties’ liabilities under it are not affected by anything which might otherwise affect them by law.

37.6 Variation and waiver A provision of this Agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

37.7 Indemnities The indemnities in this Agreement are continuing obligations, independent from the other obligations between the parties under this Agreement and continue after this Agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Agreement.

37.8 Construction No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

37.9 Costs The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this Agreement and other related documentation except for stamp duty.

37.10 Counterparts This Agreement may consist of a number of copies, each signed by one or more parties to the Agreement. If so, the signed copies are treated as making up the one document.

37.11 Set Off We may set off against any amount due for payment by us to you any amount owed by you to us.

37.12 Attorneys Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

37.13 Severability If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

37.14 Governing law This Agreement is governed by the laws of New South Wales and each party submits to the exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

38. Interpretation

38.1 Definitions In this document:

Australian Consumer Law

means the Australian Consumer Law which is Schedule 2 to the Australian Competition and Consumer Act 2010 (Cth).

Authorised Deductions has the meaning given in clause 6.1(b).

Business Day

means a day which is not a Saturday, Sunday or bank or public holiday in Melbourne.

Commencement Date has the meaning given in clause


Commission has the meaning given in the Schedule.

Force Majeure Event

means any event outside the reasonable control of a party including:

(a) fire, flood, earthquake or acts of God;

(b) strikes, industrial disputes, acts of war, terrorism, riots, civil disorder, rebellions or revolutions, quarantines, embargos and other similar governmental action;

(c) pandemics, epidemics and global health emergencies; and

(d) delays relating to obtaining supplies, parts and other products from impacted areas or countries arising out of any event described above.


has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Indirect Loss means any:

(a) loss not arising as a natural consequence of a breach or other event giving rise to liability of a party;

(b) loss of revenue, production, opportunity, profit or anticipated profit and any economic loss in respect of any claim in tort; or

(c) loss of data.

Insolvency Event

means in relation to a Party, any one or more of the following events or circumstances:

(a) an application is made to a court for an order, or an order is made, that it be wound up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager be appointed;

(b) being in liquidation or provisional liquidation or under administration;

(c) having a Controller, as defined in the Corporations Act 2001 (Cth), or analogous person appointed to it or any of its property;

(d) being unable to pay its debts or being otherwise insolvent;

(e) it proposes a winding-up, dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

(f) entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;

(g) it ceases to carry on business or threatens to do so, other than for reorganisation or restructuring while solvent;

(h) any analogous event or circumstance under the laws of any jurisdiction; or

(i) taking any step or being the subject of any action that is reasonably likely to result in any of the above occurring,

(j) unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party (which approval is not to be unreasonably withheld or delayed).

Intellectual Property Rights

means any and all intellectual and industrial property rights subsisting in any part of the universe in any and

all media (whether now known or created in the future) including without limitation, rights in the nature of copyright, inventions, moral rights, domain names, business names, registered design or other design right, trade marks, patent rights, trade secrets, information and know-how and any corresponding property rights (whether registered and unregistered) under the laws of any jurisdiction..


means all applicable laws, including statutes, regulations, by-laws, ordinances and mandatory codes of conduct.


means loss, damage, claim, liability, charge, expense or cost, outgoing or payment (whether direct, indirect or consequential), including but not limited to amounts payable to buyers or other third parties, and includes statutory or regulatory fines or penalties.

Platform means Pedlar’s online Platform.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Privacy Law

means the Privacy Act 1988 (Cth) and other any law, regulation or binding industry code regulating the collection and handling of Personal Information.

Product and Image Guidelines

means the guidelines which we make available in the seller portal of the Platform, and which we may update from time to time under clause 19.2.

Registration Form means Pedlar Platform online registration form

Returns and Refunds Policy

means our Returns and Refunds Policy published on the Platform, as updated from time to time.

Seller Account

means the account the Seller must establish in order to use the Platform.

Seller Material

means all data (including images and advertising copy) uploaded to or entered into the Platform by the Buyer.


means the services to be provided by us to the Seller under this Agreement.

Standard Customer Terms

means our standard customer terms and conditions that apply to the offer, sale and supply of goods as published on the Platform.

Term has the meaning given in clause 2.


means the schedule which describes the terms upon which the parties have agreed to enter into this Agreement for the sale of goods (which we may update from time to time under clause 7 ).

Pedlar Customer Support Team

means the dedicated personnel within the Pedlar team who will respond to email and/or chat enquiries submitted by buyers as well as coordinate with the Seller’s nominated personnel from time to time to resolve issues relating to returns, refunds, product information and shipping.


means a twelve month period commencing on the Commencement Date or an anniversary of the Commencement Date.

38.2 Construction Unless expressed to the contrary, in this document:

(a) words in the singular include the plural and vice versa;

(b) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(c) “includes” means includes without limitation;

(d) no rule of construction will apply to a clause to the disadvantage of a party merely because that party drafted or put forward the clause or would otherwise benefit from it;

38.3 References to certain general terms Unless the contrary intention appears, a reference in this Agreement to:

(a) (variation or replacement)

a document (including this Agreement) includes any variation or replacement of it;

(b) (clauses, annexures and schedules)

a clause, Schedule, Annexure, Attachment or Exhibit is a reference to a clause in, or a Schedule, Annexure, Attachment or Exhibit to, this Agreement;

(c) (references to statutes)

a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) (law)

law includes common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);

(e) (singular includes plural) the singular includes the plural and vice versa;

(f) (person)

the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency;

(g) (executors, administrators, successors)

a particular person includes a reference to the person’s executors. administrators, successors and substitutes (including, persons taking by novation) and assigns;

(h) (reference to a group of persons)

a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(i) (dollars)

an amount of money is a reference to the lawful currency of Australia;

(j) (calculation of time)

a period of time that dates from a given day or the day of an act or event is to be calculated exclusive of that day;

(k) (reference to a day)

a day is to a calendar day and is to be interpreted as the period of time commencing at midnight and ending 24 hours later; and

(l) (meaning not limited)

the words “include”, “including”, “for example” or “such as” are not to be interpreted as words of limitation, and when such words introduce an example, they do not limit the meaning of the words to which the example relates, or to examples of a similar kind;

38.4 Headings Headings are included for convenience only and are not to affect the interpretation of this Agreement.