Creator Terms and Conditions
These are the Terms and Conditions referred to in the Pedlar Store Pty Ltd (ACN 655 606 250) (Pedlar) Platform.
You agree that by using the Pedlar Platform and/or by pressing ‘Yes’/’I accept/Submit‘, these Terms and Conditions will be the Agreement governing the relationship between you and Pedlar and you agree to be bound by these Terms and Conditions.
1. Definitions and Interpretation
The following terms in these Terms and Conditions have the meanings set out below, unless otherwise indicated:
(1) Agreement means the agreement comprising:
(a) these Terms and Conditions
(2) Confidential Information means all information disclosed (including inadvertently) by a party (Discloser) in connection with the Agreement, all information disclosed by a third party that the Discloser is required to keep confidential, including (without limitation):
(a) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Discloser or a third party to whom the Discloser owes an obligation of confidentiality;
(b) Information derived partly or wholly from the information, including (without limitation) any calculation, conclusion, summary, computer modelling; and
(c) trade secrets or information that is capable of protection at law or equity as confidential information, and the parties agree that the terms of the Agreement are jointly owned Confidential Information;
(3) Force Majeure Event means any of the following causes provided that they are outside the reasonable control of the affected party and could not have been prevented or avoided by that party taking all reasonable steps:
(a) act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;
(b) war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
(c) act of public enemy, sabotage or malicious damage, terrorism or civil unrest;
(d) ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
(e) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority (except where such arises out of a failure by a party to comply with any Law)
(f) health crisis or pandemic or any nature; or
(g) strikes, blockades, lock out or other industrial disputes other than an industrial dispute that only involves the party’s personnel.
(4) GST means Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(5) Information has the meaning given to that term in cl 8.1;
(6) Instagram means the Instagram application;
(7) IPR or Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, design rights, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights of any kind whether registrable or not in any country, including any renewals or extensions thereof;
(8) Jurisdiction means any of the following:
(a) the State of New South Wales and the Commonwealth of Australia – if your residential address is anywhere else in the world.
(9) Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the Jurisdiction applicable to the Agreement;
(10) Materials means material in any form, including drawings, reports, specifications, images, photos, videos and media in Graphics Interchange Format and other proprietary media types (howsoever constituted) and other documents provided by you in connection with the Agreement;
(11) Payment has the meaning given to that term in clause 5.1;
(12) Pedlar Store means any storefront on the Pedlar Platform;
(14) Schedule means the Schedule to this document;
(15) Taxes means GST, VAT or any sales tax that may apply in the Jurisdiction to the provision of the Agreement;
(16) Terms and Conditionsmeans this document;
In the Agreement:
(1) reference to:
(a) one gender includes the others;
(b) the singular includes the plural and the plural includes the singular;
(c) a person includes a body corporate;
(d) a party includes the party’s executors, administrators, successors and permitted assigns;
(e) a thing includes the whole and each part of it separately;
(f) a statute, regulation, code or other law or a provision of any of them includes:
(i) any amendment or replacement of it; and
(ii) another regulation or other statutory instrument made under it, or made under it as amended or replaced; and
(g) dollars means Australian dollars unless otherwise stated in the Quote.
(2) “Including” and similar expressions are not words of limitation.
(3) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(4) Headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation.
(5) A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
2. Application of these Terms and Conditions
(1) These Terms and Conditions apply to any Pedlar Store for the provision of services offered by Pedlar to you through through the Pedlar Platform.
(2) Pedlar may, at any time, and at its sole discretion, modify these Terms and Conditions.
(3) If you use the Pedlar Platform, will provide notice to you of these modifications
(4) Your use of the Pedlar Platform following any modification to the Terms and Conditions will be subject to the most current current version of the Terms and Conditions.
You will be paid up to 20% commission on the total sale price items sold on your Pedlar Store.
3.2 Payment Method
All payments made by Pedlar to you will be to your nominated bank account or Paypal account using the details provided by you when registering for the Pedlar Platform or such other payment method allowable and nominated by Pedlar. It is your responsibility to ensure that these details have been provided and are correct. Pedlar does not bear any responsibility for payments made to an incorrect bank details or Paypal account or other account.
Pedlar will pay an additional amount for Taxes if this is applicable to you in the relevant Jurisdiction. Pedlar may also, from time to time, deduct withholding tax or any similar type of tax from amounts payable under cl 4.1 if required by any Law.
3.4 Time for Payment
You will be paid 30 days after the sale is made subject to you not being in breach of this Agreement.
4. Materials and Intellectual Property Rights (IPR)
4.1 Property in Posts
All Materials produced by you in connection with your Pedlar Storefront and all IPR in those Materials will remain your property and not become the property of Pedlar.
5. Confidential Information
You acknowledge that:
(1) you may be provided with brand Materials by Pedlar to assist you in providing the Services; and
(2) if you are provided with brand Materials, you agree that those brand Materials are provided to you on the basis that:
(a) you will keep the brand Materials strictly confidential and only disclose brand Materials: when compelled by any Law, at which point you will advise Pedlar of this; and
(b) you will take all reasonable steps to keep the brand Materials secure.
6.1 Agreement to provide Information
You agree to provide certain personal information to Pedlar as a condition of use of the Pedlar Platform, such as your:
(2) email address;
(3) social media handles; and
(4) other information as might be required by Pedlar from time to time, including bank details, address and tax status. (together, the Information)
6.2 Representations and warranties as to Information
You represent and warrant to Pedlar that the Information provided by you is, and will be at all times, true and accurate in all respects. You must notify Pedlar of any change in circumstances that may cause the Information you have provided to become misleading, inaccurate or untrue. You acknowledge that Pedlar will rely on the Information in performing its obligations under the Agreement and in complying with Laws (including without limitation, any taxation laws) and you hereby indemnify Pedlar for any special incidental, indirect, statutory, exemplary, punitive or consequential damages, including loss of profits, arising out of, or in any way related to the inaccuracy of the Information.
7. Indemnity and Limitation of Liability
7.1 No liability for Pedlar
Pedlar shall not be liable to you for any damages of any kind arising out of your use of the Pedlar Platform, whether such damage arises directly or indirectly. You agree and understand that the use of the Pedlar Platform is undertaken at your own risk.
You agree to indemnify and hold harmless, Pedlar, its employees, personnel and agents from any and all claims, liabilities, damages, losses and expenses arising out of or in any way connected with any of the following matters:
(1) the content of any Posts you may make;
(2) your breach of this Agreement;
(3) your breach of this Agreement;
(4) any misrepresentation made by you;
(5) your violation of any Laws; and
(6)any of the warranties and undertakings you have given under this Agreement; whether such matters are alleged or otherwise.
8. Other matters
8.1 General warranties and undertakings
For as long as you are signed up for the Pedlar Platform:
(1) you undertake that:
(a) that you are and will be the sole author of all Materials produced by you in the course of providing Services which will be wholly original to you, and not in breach of the rights of any third party, including but not limited to, any IPR;
(b) you are in compliance with all relevant Laws in the Jurisdiction and any regulations or guidance notes issued pursuant to or in connection with those Laws and will continue to comply with same;
(c) you will follow any best practice guidelines endorsed by Pedlar and notified to you from time to time;
(d) you will not do anything which would defame, tend to defame or could be construed as being defamatory, derogatory or disparaging of Pedlar or any brand or their aﬃliates;
(e) any Materials you produce:
(i) will be your sole and original work, unless collaboration is necessary or implied, in which case it will be the original work of you and any collaborators;
(ii) will not infringe the IPR of any third party or any other proprietary or moral rights of a third party;
(iii) will not infringe any Laws;
(iv) will not be defamatory or tend to defame and third party; and
(v) will not be obscene, graphic, pornographic, racially or religiously insensitive or in any way discriminatory or offensive, or with the tendency to offend;
(f) you will not post any obscene, graphic, racially or religiously insensitive or any otherwise discriminatory or content which is offensive or might tend to offend any person, or do any other thing which might have the tendency to offend any person; and
(2) you represent and warrant that:
(a) you have not taken any fraudulent action, or procured that any fraudulent action is taken in relation to your social media channels (including, but not limited to, Facebook, Instagram, Twitter, Tiktok or blog).
You agree to not establish a business in competition with Pedlar or compete (directly or indirectly) with Pedlar in providing services similar to Pedlar, so long as you are signed up for the Pedlar Platform and for a period of 3 months following you removing yourself from the Pedlar Platform.
8.3 Restriction on action
So long as you are signed up for the Pedlar Platform:
(1) you agree to not publish any material, whether in print or electronically, make any statement or do any other thing which may tend to defame or bring into disrepute, Pedlar or any brand, product or person/party on the Pedlar Platform, or otherwise say or do anything that is adverse or prejudicial to Pedlar or a brand, or permit any such thing to be done on your behalf; and
(2) you agree to indemnify Pedlar for any costs, losses or liabilities arising out of a breach of paragraph 8.3(1) by you.
8.4 No relationship
For the avoidance of doubt, nothing in this Agreement constitute any relationship of employer and employee, principal and agent or partnership between you and Pedlar. You must not represent yourself as being an employee, agent or partner of Pedlar.
8.5 Monitoring, suspension and termination of access
Pedlar reserves the right to generally monitor the Pedlar Platform and all activity through the Pedlar Platform. If you are in breach of this Agreement or Pedlar suspects that you are in breach of this Agreement, or engaged in suspicious, fraudulent, abusive or other activity which Pedlar (in its absolute and exclusive discretion) determines is not in accordance with its values or may be detrimental to its or a brand’s interests it may choose to suspend or terminate your access to the Pedlar Platform.
9.1 Force Majeure
Despite any other provision of this agreement, if a party is unable to perform or is delayed in performing an obligation under this agreement by reason of a Force Majeure Event:
(1) that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event; and
(2) the affected party will not be responsible for any loss or expense suffered or incurred by any other party as a result of, and to the extent that, the affected party is unable to perform or is delayed in performing its obligations because of the Force Majeure Event.
9.2 No waiver
No forbearance or delay by Pedlar in exercising or enforcing its rights under the Agreement shall prejudice or restrict the rights of Pedlar to exercise or enforce its rights at a later time and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. Pedlar may only waive a right under the Agreement by doing so in writing.
Pedlar may assign its rights under the Agreement by notice to you. You may not assign your rights under this Agreement without the consent of Pedlar (which may be given or withheld in Pedlar’s absolute discretion).
9.4 No derogation
The rights and remedies provided in this Agreement will not affect any other rights or remedies available to either party.
If any provision of the Agreement is unenforceable, illegal or void, that provision is severed and the other provisions of this Agreement remain in force.
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.
Schedule – Additional Provisions
10. Australia – Privacy
The following words have the meanings set out below,:
(1) Privacy Law means the Privacy Act 1988 (Cth);
(3) Personal Information has the meaning given to that term in the Privacy Law.
10.2 Personal Information