Platform Seller Agreement

1. INTRODUCTION AND BACKGROUND ⬆ Top

1. This Seller Agreement ("Agreement") is entered into by Care Access Pty Ltd, and associated brands, a company incorporated under the laws of Victoria, Australia, and the undersigned Seller collectively referred to as the "Parties" and individually as a "Party".
2. In addition to selling its own goods, Care Access also operates as a marketplace platform that allows independent, third-party Sellers who abide by our standards to list and sell Goods on the Company Website.
3. The Seller desires to list its Goods on the Platform, and the Company agrees to permit the Seller to do so, subject to the terms and conditions of this Agreement.
4. The effective date of this Agreement shall be the date on which the Seller completes the registration process on the Platform and accepts the terms and conditions of this Agreement.

2. DEFINITIONS ⬆ Top

1. ABN: Australian Business Number.
2. Account: A Seller’s user account.
3. Agreement: This Seller Agreement, the Privacy Policy, and any Special Conditions.
4. Business Day:means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for general banking business in Melbourne, Australia.
5. Claim: means a claim for payment under the NDIS.
6. Company: means Care Access Pty Ltd, ABN 86 631 184 168 whose details appear in Item 1 of the table at Schedule 1.
7. Consequential Loss means any indirect, special, or remote loss or damage.
8. Corporations Act means the Corporations Act 2001 (Cth).
9. Fee means a fee charged by the Company for use of Care Access Checkout.
10. Goods means the goods/products listed in the table at Schedule 1 that a Seller is permitted to sell.
11. GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
12. Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names, and other forms of intellectual property.
13. NDIS means the National Disability Insurance Scheme operated by the Australian Government.
14. Participant means a registered NDIS participant, or their parent or legal guardian if the participant is under the age of 18.
15. Parties means Care Access Pty Ltd and the undersigned Seller and “Party” shall mean either one individually.>
16. Platform means the online platform operated by the Company that connects Sellers with consumers found on the Website.
17. Privacy Act means the Privacy Act 1988 (Cth).
18. Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://yourcareaccess.com.au/privacy-policy.
19. Goods Sales Fee means a fee charged by the Company to a Seller for each Transaction processed.
20. Fee means a Fee charged by the Company for use of the Website and Platform.
21. Registered Seller means a Seller registered with the NDIA and having a provider number.
22. Seller means the undersigned Registered Seller or Unregistered Seller whose details appear in Item 1 of Schedule 1.
23. The Website means the website found at www.planaccess.com.au (and App and mobile site versions).

3. ACCESS AND USE OF THE COMPANY SITE ⬆ Top

1. The Seller must only use the Platform through the interfaces provided by the Company and in accordance with these terms.
2. The Seller must not (or attempt to):
   1. interfere (or attempt to interfere) or disrupt (or attempt to disrupt) our site or the servers or networks that host our site;
   2. use (or attempt to use) data mining, robots, screen scraping or similar data gathering and extraction tools on our site;
   3. interfere (or attempt to interfere) with security-related or other features of our site; or
   4. use, copy or distribute (or attempt to use, copy or distribute) content without our express permission.
3. The Company may refer fraudulent or abusive or illegal activity to the relevant authorities. The Seller is solely responsible for the activity that occurs on Seller account (including orders placed using Seller account), and the Seller must keep Seller account password secure. The Company is not responsible for any unauthorised activity on Sellers account if the Seller fails to keep Seller login information secure.
4. The Seller must not use another Sellers account without the Company’s, and/or the other user's, express permission. If the Seller suspects or become aware of any unauthorised use of Sellers account or that the Seller password is no longer secure, the Seller must notify the Company immediately and take immediate steps to re-secure the Seller account (including by changing the Sellers password).
5. The Company does not warrant that the Website and / or the Platform will be available at all times and without disruption and the Company provides no warranties in relation to the content of any other website linked to or from the Website.

4. USE OF NDIS PROVIDER NUMBER (REGISTERED SELLERS) ⬆ Top

1. In accordance with the National Disability Insurance Scheme (NDIS) regulations and guidelines applicable within Victoria, Australia, a Registered Seller hereby grants the Company the right to use the Registered Seller's NDIS Provider Number for the purpose of facilitating transactions and selling Goods on the Platform. This right is granted solely for activities that are directly related to the Goods provided under this Agreement, and is subject to the following conditions
   1. The Company shall use the NDIS Provider Number exclusively for the purpose of billing and claiming NDIS funds on behalf of the Registered Seller for Goods rendered to NDIS participants through the Platform.
   2. The use of the NDIS Provider Number by the Company shall comply with all relevant NDIS rules and privacy laws applicable in, Australia, including but not limited to the Privacy Act 1988 (Cth) and the Health Records Act 2001 (Vic).
   3. The Registered Seller must ensure that their NDIS Provider Number is valid, active, and not subject to any restrictions or sanctions that would affect its use for the purposes described herein.
   4. The Company is obligated to maintain the confidentiality of the NDIS Provider Number and shall implement reasonable security measures to protect it against unauthorized use or disclosure.
   5. In the event of any changes to the Registered Seller's NDIS Provider Number or its status, the Registered Seller must promptly notify the Company to ensure continued compliance and operational integrity.
2. Clause 4.1 shall remain in effect for the duration of the Agreement or until such time as the Registered Seller or the Company terminates the Agreement in accordance with its terms. Any unauthorized use of the NDIS Provider Number by the Seller may constitute a breach of this Agreement and could lead to termination of the Agreement and potential legal action.

5. SELLER OBLIGATIONS⬆ Top

1. In order to use the Platform, the Seller must:
   1. complete any required intake forms, provide information as requested and complete the required onboarding process set by the Company
   2. pay any setup and/or Subscription Fees; and.
   3. Execute this Agreement.
2. In addition to the above the Seller agrees to comply with the following obligations:
   1. ensure that all Goods offered on the Platform are of high quality, safe for use, and comply with all applicable laws and regulations in Victoria, Australia;
   2. maintain accurate and up-to-date product information and pricing on the Platform, including updating inventory available;
   3. process orders promptly and manage all customer inquiries, complaints, and returns in a professional and timely manner;
   4. adhere to the Company's policies and procedures for Sellers as may be updated from time to time;
   5. ensure that all marketing and promotional materials related to the Goods offered on the Platform comply with applicable laws and regulations, including but not limited to consumer protection and advertising standards and use of the NDIA / NDIS logo;
   6. provide the Company with all necessary cooperation and information to enable the Company to operate the Platform effectively; and
   7. not engage in any activity that could harm the reputation or operation of the Platform or the Company.

6. THE COMPANY OBLIGATIONS⬆ Top

1. In accordance with this Agreement, the Company agrees to:
   1. provide the Seller with access to the Platform, enabling the Seller to offer and sell their Goods to consumers
   2. ensure that the Platform is operational and accessible 24 hours a day, seven days a week, except for scheduled maintenance periods, of which the Seller will be notified at least 48 hours in advance or Platform outages beyond the Company’s control;
   3. maintain the security and integrity of the Platform, including the protection of Seller and consumer data in compliance with applicable data protection laws
   4. offer support services to the Seller for any issues related to the use of the Platform, which will be available during normal business hours (9:00 AM to 5:00 PM AEST), Monday through Friday, excluding public holidays in Victoria, Australia;
   5. provide the Seller with monthly reports as available on the platform, detailing sales, consumer feedback, and any other relevant metrics related to the Seller's use of the Platform;
   6. facilitate the resolution of disputes between the Seller and consumers in a fair and timely manner, in accordance with the dispute resolution procedures outlined in this Agreement; and
   7. comply with all applicable laws and regulations in the operation of the Platform and in the execution of its obligations under this Agreement.

7. PRODUCT LISTINGS AND SALES⬆ Top

1. The Seller:
   1. agrees to provide accurate, current, and complete information regarding their Goods listed on the Platform;
   2. shall ensure that all product descriptions, images, and related information are true to the actual products and comply with all applicable laws and regulations of Victoria, Australia; and
   3. shall ensure that all Goods comply with the applicable NDIA Standards and any references are to the correct and true item code as per the latest Product Catalogue available from the NDIA website https://www.ndis.gov.au
2. The Company
   1. reserves the right to remove any Goods listings that are found to be inaccurate, misleading, or in violation of applicable laws and regulations without prior notice to the Seller; and
   2. may, at its sole discretion, suspend or terminate the Seller's access to the Platform for repeated violations.

8. PRICING AND PAYMENT TERMS⬆ Top

1. The Parties agree to the following pricing and payment terms under this Agreement
   1. The Seller shall ensure that the prices for their Goods listed on the Platform are plus (+) or minus (-) ten (10) percent of the Recommended Retail price for the same goods. Goods and prices that do not comply will be removed at the Company’s absolute discretion;
   2. All prices must be inclusive of any applicable taxes including GST and comply with the relevant laws of Victoria, Australia.
2. Commission Fee Registered Sellers:
   1. For each sale made through the Platform by a Registered Seller, the Registered Seller will receive the sale proceeds directly and agrees to pay the Company a Commission Fee of 10 percent (10%) of the sale price within Seven (7) days. Failure to pay by the due day may result in termination or suspension under clause 11.
3. Commission Fee Unregistered Sellers:
   1. For each sale made through the Platform by an Unregistered Seller, the Company will receive the sale proceeds directly and the Unregistered Seller agrees that a Commission Fee of 15 percent (15%) of the sale price is payable to the Company.
   2. The company will pay the Commission fee to the Unregistered Seller within 7 days, unless by mutual agreement
4. Changes to Pricing or Commission Fees: Any changes to the pricing of products or the Commission Fee percentage must be agreed upon in writing by both Parties at least thirty (30) days before the changes take effect. Disbursements to the Seller shall be made according to the schedule outlined in this Agreement, after deduction of the agreed-upon commission fee.

9. Ownership of Intellectual Property Rights⬆ Top

1. All intellectual property rights in any materials, documents, products, or goods created, developed, or provided by the Seller in the course of performing under this Agreement, including but not limited to any software, data, reports, documents, or marketing materials ("Seller Materials"), shall remain the property of the Seller.
2. The Seller grants the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display, and perform the Seller Materials solely in connection with the operation of the Platform and as necessary to fulfill the purposes of this Agreement.
3. Any intellectual property rights in any materials, documents, products, or goods created, developed, or provided by the Company in connection with the operation of the Platform, including but not limited to software, data, reports, documents, and marketing materials ("The Company Materials"), shall remain the property of the Company. The Seller is granted a non-exclusive, royalty-free, worldwide license to use the Company Materials solely in connection with the Seller's participation in the Platform and as necessary to fulfill the purposes of this Agreement.
4. Each Party agrees not to claim any ownership in the intellectual property of the other Party not expressly granted herein. The Parties agree to notify each other promptly of any unauthorized use or infringement of their respective intellectual property rights of which they become aware.
5. Upon termination of this Agreement, each Party shall cease use of the other Party's intellectual property and shall destroy or return all materials containing such intellectual property, except as required to comply with any continuing obligations under this Agreement or as otherwise agreed in writing by the Parties.
6. The Seller further warrants that they have all rights to use and authorise use of by the Company, any Trade Mark, Business Name or Copyright Material associated with or forming part of any product descriptions, representations or associated material.

10. CONFIDENTIALITY⬆ Top

1. During the term of this Agreement and for a period of five (5) years thereafter, both Parties agree to maintain the confidentiality of all confidential information that is exchanged or made available during the course of performing under this Agreement. Confidential information includes, but is not limited to, business processes, client details, pricing structures, and any information marked as confidential.
2. Each Party agrees not to disclose any confidential information to any third party without the prior written consent of the other Party. In the event that either Party is required by law to disclose any confidential information, the disclosing Party agrees to provide the non-disclosing Party with prompt notice of such requirement to allow the non-disclosing Party to seek a protective order or other appropriate remedy
3. Upon termination of this Agreement, or at any time upon the request of the other Party, each Party agrees to return or destroy all materials containing confidential information belonging to the other Party.
4. Exceptions to this confidentiality obligation include information that:
   1. is already known to the receiving Party at the time of disclosure through no wrongful act of the receiving Party;
   2. becomes publicly known through no wrongful act of the receiving Party;
   3. is received from a third party without breach of this Agreement;
   4. is independently developed by the receiving Party without use of the confidential information; or
   5. is required to be disclosed by law or regulatory authority.

11. DATA PROTECTION AND PRIVACY⬆ Top

1. In compliance with the Privacy Act 1988 (Cth) and any other applicable privacy laws in Victoria, Australia, the Parties agree to both individually adhere to the following data protection and privacy obligations
   1. Each Party shall ensure that any personal information, as defined under the Privacy Act 1988 (Cth), collected, used, or disclosed in the course of performing under this Agreement is done so in compliance with all applicable privacy laws and regulations including the storage of data within Australia where required
   2. Each Party shall implement and maintain appropriate technical and organisational measures to protect personal information against unauthorised or unlawful processing, accidental loss, destruction, or damage.
   3. Each Party shall promptly notify the other upon becoming aware of any data breaches that affect personal information held in connection with this Agreement.
   4. The Seller agrees to only use personal information obtained through the Platform for the purposes of fulfilling its obligations under this Agreement and not for any other purpose without prior written consent from the Company.
   5. The Company will provide the Seller with any requests from individuals to access, correct, or delete their personal information held by the Seller in connection with the Platform, and the Seller shall comply with such requests in accordance with applicable laws
   6. Upon termination or expiry of this Agreement, each Party agrees to return or destroy all personal information received from the other Party in connection with this Agreement, except as required to be retained by law.
   7. Sellers are aware and undertake to comply with all rules related to Data Privacy as prescribed from time to time by the NDIA and its supporting agencies, namely Cyber Australia and Services Australia.

12. TERMINATION⬆ Top

1. This Agreement may be terminated by either Party upon written notice to the other Party under the following conditions:
   1. Upon termination of this Agreement for any reason, each Party shall return or destroy all Confidential Information of the other Party in its possession and shall cease use of any trademarks, service marks, or trade names owned or controlled by the other Party. The Seller shall be entitled to payment for any goods sold prior to the termination date
   2. Any provisions of this Agreement that, by their nature, should survive termination will remain in effect after termination, including, but not limited to, provisions relating to confidentiality, indemnification, and limitations of liability.
   3. Any Fees received are not refundable on termination
   4. Termination and or suspension of the Seller's access to the platform will occur on failure to pay Care Access by the due date as prescribed on any invoices. Where a payment due date falls on a weekend, the Seller will ensure payment on the business day prior to the business day directly after the weekend, with remittances to be sent to Care Access.

13. GOVERNING LAW AND JURISDICTION⬆ Top

1. This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law provisions.
2. Any disputes, controversies, or claims arising out of or in relation to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be settled by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Rules. The place of arbitration shall be Melbourne, Victoria, Australia. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
3. Each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia, for any legal action or proceeding arising out of or in connection with this Agreement, except for arbitration proceedings as provided above.

14. LIMITATION OF LIABILITY⬆ Top

1. To the fullest extent possible at law, the Company excludes all liability to the Seller or anyone else for loss or damage of any kind or nature relating in any way to the Website or use of the Platform including, but not limited to, loss or damage in tort or at common law you might suffer as a result of:
   1. errors, mistakes or inaccuracies on the Website or our social media pages;
   2. the Seller acting or not acting, on any information contained on or referred to on the Website and/or any linked Website or our social media pages;
   3. personal injury or property damage of any sort resulting from your access to or use of the Website or the Platform;
   4. any unauthorised access to or use of the Company’s secure servers and/or personal information and/or financial information stored on those servers;
   5. any interruption or cessation of transmission to or from the Website or the Platform;
   6. any bugs, viruses, trojan horses or other harmful code or communications which may be transmitted to or through the Website by any third party; and
   7. the quality of any product or service of any linked sites.
2. The parties agree that the Company does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Website or any linked website or featured in any banner or other advertising. The Company will not be a party to or in any way responsible for monitoring any transaction between the Seller and any third party sellers of goods or services.
3. Where any law (including the Australian Consumer Law) provides a guarantee which may not be lawfully excluded, the Company’s liability will be limited to that provided by law.
4. Except as required by law, in no event shall the Company, the Company’s affiliates and related entities or suppliers be liable for any loss or any special, incidental or consequential damages arising out of or in connection with our Website or this Agreement (however arising, including negligence).

15. INDEMNITY⬆ Top

1. The Seller agrees that they shall at all times
   1. Indemnify, and keep indemnified, the directors, officers, employees and agents of the Company from and against any loss (including reasonable legal costs and expenses) or liability incurred or suffered by the Seller or by the Company arising from any claim, demand, suit, action or proceeding by any person against the Seller or the Company where such loss or liability arose out of, in connection with or in respect of your conduct or breach of this Agreement.
   2. Indemnify the Company against any claims, damages, liabilities, costs, and expenses arising out of the Seller's breach of this Agreement or any act or omission, including any action under the laws of negligence by the Seller in the performance of its obligations under this Agreement.
   3. Indemnify, and keep indemnified, the directors, officers, employees and agents of the Company from and against any loss (including reasonable legal costs and expenses) by the Seller or by the Company arising from any claim, demand, suit, action or proceeding by any person against the Seller or the Company for breaches of any entity or persons Trademark rights or Copyright rights by the Seller.

16. SPECIAL CONDITIONS⬆ Top

1. The parties agree that this clause 15.1 applies to Unregistered Sellers only
   1. The Seller hereby grants the Company the right to use the Company’s NDIS Provider Number for the purpose of facilitating transactions and goods on the Platform on behalf of the Seller.
   2. This clause 15.1 shall remain in effect for the duration of the Agreement or until such time as the Registered Seller or the Company terminates the Agreement in accordance with its terms.
   3. Any unauthorized use of the NDIS Provider Number by the Seller may constitute a breach of this Agreement and could lead to termination of the Agreement and potential legal action.

SCHEDULE 1.⬆ Top