Platform Seller Agreement
Table of Contents
- 1. Introduction and Background
- 2. Definitions
- 3. Access and Use of the Company Site
- 4. Use of NDIS Provider Number (Registered Sellers)
- 5. Seller Obligations
- 6. The Company Obligations
- 7. Product Listings and Sales
- 8. Pricing and Payment Terms
- 9. Ownership of Intellectual Property Rights
- 10. Confidentiality
- 11. Data Protection and Privacy
- 12. Termination
- 13. Governing Law and Jurisdiction
- 14. Limitation of Liability
- 15. Indemnity
- 16. Special Conditions
1. INTRODUCTION AND BACKGROUND ⬆ Top
- 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".
- 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.
- 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.
- 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
- ABN: Australian Business Number.
- Account: A Seller’s user account.
- Agreement: This Seller Agreement, the Privacy Policy, and any Special Conditions.
- 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.
- Claim: means a claim for payment under the NDIS.
- Company: means Care Access Pty Ltd, ABN 86 631 184 168 whose details appear in Item 1 of the table at Schedule 1.
- Consequential Loss means any indirect, special, or remote loss or damage.
- Corporations Act means the Corporations Act 2001 (Cth).
- Fee means a fee charged by the Company for use of Care Access Checkout.
- Goods means the goods/products listed in the table at Schedule 1 that a Seller is permitted to sell.
- GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- 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.
- NDIS means the National Disability Insurance Scheme operated by the Australian Government.
- Participant means a registered NDIS participant, or their parent or legal guardian if the participant is under the age of 18.
- Parties means Care Access Pty Ltd and the undersigned Seller and “Party” shall mean either one individually.
- Platform means the online platform operated by the Company that connects Sellers with consumers found on the Website.
- Privacy Act means the Privacy Act 1988 (Cth).
- 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.
- Goods Sales Fee means a fee charged by the Company to a Seller for each Transaction processed.
- Fee means a Fee charged by the Company for use of the Website and Platform.
- Registered Seller means a Seller registered with the NDIA and having a provider number.
- Seller means the undersigned Registered Seller or Unregistered Seller whose details appear in Item 1 of Schedule 1.
- 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
- The Seller must only use the Platform through the interfaces provided by the Company and in accordance with these terms.
- The Seller must not (or attempt to):
- interfere (or attempt to interfere) or disrupt (or attempt to disrupt) our site or the servers or networks that host our site;
- use (or attempt to use) data mining, robots, screen scraping or similar data gathering and extraction tools on our site;
- interfere (or attempt to interfere) with security-related or other features of our site; or
- use, copy or distribute (or attempt to use, copy or distribute) content without our express permission.
- 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.
- 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).
- 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.
- The Seller must not (or attempt to):
- interfere (or attempt to interfere) or disrupt (or attempt to disrupt) our site or the servers or networks that host our site;
- use (or attempt to use) data mining, robots, screen scraping or similar data gathering and extraction tools on our site;
- interfere (or attempt to interfere) with security-related or other features of our site; or ;
- use, copy or distribute (or attempt to use, copy or distribute) content without our express permission.
- 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.
- 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).
- 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.
- In order to use the Platform, the Seller must
- complete any required intake forms, provide information as requested
- pay any setup and/or Subscription Fees; and.
- Execute this Agreement.
- In addition to the above the Seller agrees to comply with the following obligations:
- 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;
- maintain accurate and up-to-date product information and pricing on the Platform, including updating inventory available;
- process orders promptly and manage all customer inquiries, complaints, and returns in a professional and timely manner;
- adhere to the Company's policies and procedures for Sellers as may be updated from time to time;
- 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;
- provide the Company with all necessary cooperation and information to enable the Company to operate the Platform effectively; and
- not engage in any activity that could harm the reputation or operation of the Platform or the Company.
- In accordance with this Agreement, the Company agrees to:
- provide the Seller with access to the Platform, enabling the Seller to offer and sell their Goods to consumers
- 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;
- maintain the security and integrity of the Platform, including the protection of Seller and consumer data in compliance with applicable data protection laws
- 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;
- 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;
- 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
- comply with all applicable laws and regulations in the operation of the Platform and in the execution of its obligations under this Agreement.
- The Seller
- agrees to provide accurate, current, and complete information regarding their Goods listed on the Platform
- 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/or Subscription Fees; and.
- 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.
- The Company:
- 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;
- may, at its sole discretion, suspend or terminate the Seller's access to the Platform for repeated violations.
- The Parties agree to the following pricing and payment terms under this Agreement
- 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;
- All prices must be inclusive of any applicable taxes including GST and comply with the relevant laws of Victoria, Australia.
- Commission Fee Registered Sellers
- 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.
- Commission Fee Unregistered Sellers:
- 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.
- The company will pay the Commission fee to the Unregistered Seller within 7 days, unless by mutual agreement
- 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.
4. USE OF NDIS PROVIDER NUMBER (REGISTERED SELLERS)⬆ Top