Website Terms - third party fulfilment partner

Terms and conditions

Bondi Vet Global Pty Ltd (ACN 648 039 794) (Bondi Vet, us, we, our) operates a marketplace allowing brands (Suppliers, you, your) to advertise the products set out in the Key Details Form and as agreed from time to time (Products) to a person (Customer) via our platform at www.bondivet.com (Site) or any other platform we may introduce in the future (together, the Platform). We display your Products, allowing Customers to purchase Products through the Platform.

Please read these terms, the Key Details Form and all Bondi Vet policies including the Privacy Policy and any guidelines we publish, (collectively the Agreement) carefully before registering to become a Supplier. An application by you to become a Supplier confirms that you agree to be bound by this Agreement, though Bondi Vet is in no way bound to accept your application.

SCOPE OF BONDI VET SERVICE

1. Bondi Vet acts as a marketplace to introduce Customers to your Products. Apart from enabling a Customer to identify potentially suitable Products to be supplied by you (via a third party retailer), Bondi Vet accepts no liability for any aspect of the Customer and Supplier interaction, including the quality or description of goods and services offered by the Supplier. Further, Bondi Vet cannot accept any liability for interactions between you and the third party retailer which are governed by a separate agreement.

SERVICE DESCRIPTION

2. The Bondi Vet service, including the Platform (Service) will be reviewed and updated from time to time. In addition to the points set out below, certain portion(s) of the Service may be separately described on the Platform.

3. Payment for your Products ordered by the Customer on the Platform (Order) are made by the Customers to Bondi Vet via a third party payment processor and will be fulfilled and processed by a third party retailer as outlined in your application. You give us permission to access certain sales and marketing data from that third party retailer to enable us to determine the impact of your participation in the Platform and other performance and fee related information.

SUPPLIER OBLIGATIONS

4. You agree that at all times:

(a) you will comply with this Agreement (including all Bondi Vet policies and guidelines) and all applicable laws and regulations, including any applicable consumer law guarantees;

(b) you will post (or allow the third party retailer to post) only accurate information on the Platform and any information posted on the Platform must not, in any way whatsoever, be potentially or actually harmful to Bondi Vet or any other person. "Harm" includes, but is not limited to, economic loss that will or may be suffered by Bondi Vet. Without limiting any provision of this Agreement, any information you supply to Bondi Vet must be up to date and kept up to date and must not:

(i) be false, inaccurate or misleading or deceptive;

(ii) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;

(iii) violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination, tenancy or trade practices/fair trading laws); or

(iv) be defamatory, threatening or harassing;

5. All advertisements placed by Suppliers must be for Products that are in stock and available for purchase. We may require an assurance or evidence of this from you from time to time. Failure to comply may result in your advertisement being removed from the Platform and/or your account being suspended or cancelled.

INTELLECTUAL PROPERTY

6. You grant to Bondi Vet an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted on the Platform for the purpose of including that material and information on the Platform and as required to provide the Service, for the general promotion of the Service and as otherwise permitted by this Agreement.

FEES

7. The Supplier will pay Bondi Vet fees for its participation in the Platform, including a listing fee at an amount set out in your application form (Service Fee) and any other fees as agreed with Bondi Vet (as set out on your application form).

8. Bondi Vet will issue an invoice to you for all fees due and payable as set out in the Key Details Form. Invoices are payable within 30 days of issue.

9. If invoices are overdue, Bondi Vet may suspend your listing and any advertising of your brand on the Platform for the period the invoices remain unpaid. Bondi Vet further reserves the right to charge interest on overdue payments at a rate no higher than the business overdraft rate charged by the Commonwealth Bank of Australia from time to time.

LIMITATION OF LIABILITY

10. Except for liability in relation to breach of any implied condition, warranty or guarantee, including under the Competition and Consumer Act 2010 (Cth), the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void (Non-excludable Condition), to the extent permitted by law, Bondi Vet specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) arising out of or in any way connected with any transaction between Customer and Supplier or the Supplier and third party retailer.

11. Except for liability in relation to a breach of any Non-excludable Condition, Bondi Vet's liability to the Supplier is limited to the total amount of fees paid by the Supplier to Bondi Vet during the twelve month period prior to any incident causing liability of Bondi Vet.

12. Bondi Vet's liability to you for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.

13. You agree to defend, indemnify and hold us harmless from any legal claim or demand (including reasonable legal fees) that arises from your actions, or inactions or use (or misuse) of our Service, your breach of law or this Agreement or you or your account’s infringement of someone else’s rights, except to the extent the loss or damage arises from our negligence or breach of law or this Agreement.

NO WARRANTY

14. Except for liability in relation to any Non-excludable Condition, the Service is provided on an "as is" basis, and without any warranty or condition, express or implied. To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to extent allowed by law. Bondi Vet make no representation as to profit or proceeds that can be made using the Bondi Vet’s Platform.

PRIVACY

15. Bondi Vet's Privacy Policy, which is available at Bondipet.com, applies to all users and forms part of this Agreement. Use of the Bondi Vet Platform confirms that you consent to, and authorise, the collection, use and disclosure of your personal information in accordance with Bondi Vet's Privacy Policy.

16. The Supplier must comply with the Bondi Vet Privacy Policy in respect of any personal information it receives from Bondi Vet in connection with this Agreement as if they were bound by it.

MODIFICATIONS TO THE AGREEMENT

17. Bondi Vet may modify this Agreement and/ or any of its policies (and update the Site pages on which they are displayed) from time to time.

18. If the changes to this Agreement (or changes to any of our Policies) cause you material detriment, we will notify you through your Bondi Vet account and you may terminate this Agreement and stop using the Service but any current Orders must still be fulfilled through your fulfilment partner.

NO AGENCY

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

TERM AND TERMINATION

20. This Agreement will commence on the date set out in the Key Details Form and will continue for the minimum period set out in your Key Details Form unless terminated earlier as set out below. After this period, the Agreement will continue on a month to month basis until terminated by either party.

21. Either party may terminate an account and this Agreement in the event of a material breach of this Agreement by the other party, provided that the material breach is not rectified by the other party within 5 days of the non-breaching party giving notice.

22. Following the period set out in clause 21, either party may terminate an account and this Agreement by giving 30 days prior written notice of termination to the other party.

23. On termination of this Agreement, Bondi Vet may immediately remove the Supplier’s Listings; advertisements and other information from the Platform.

24. Termination of this Agreement does not of itself affect your agreement with any third party retailer.

25. Any terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

GENERAL

26. This Agreement is governed by the laws of Victoria, Australia. You and Bondi Vet submit to the exclusive jurisdiction of the courts of Victoria, Australia.

27. A failure by a party to exercise any right under this Agreement will not be considered a waiver of those rights.

28. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.

29. This Agreement may be assigned or novated by Bondi Vet provided there is no material detriment to you.

30. This Agreement sets out the entire understanding and agreement between you and Bondi Vet with respect to its subject matter.