1.1. The Uniting Flowers website (www.unitingflowers.com.au), mobile application and related social media accounts (collectively, the Platform) are created and controlled by Uniting Flowers (ABN 14 799 259 904) (Uniting Flowers, we, us or our).
1.3. You acknowledge that you have read, understood and agreed to be bound by the terms of this agreement. The placement of an order for Goods on, or via, the Platform constitutes your acceptance of this agreement.
2. The Platform
2.1. The Platform is a technology portal or conduit providing the Buyer with an online marketplace through which to purchase flowers, plants, gift hampers and related goods (collectively, Goods) from Sellers. Each Seller has created a Seller Portal through which to advertise and display their Goods for sale.
2.2. Uniting Flowers are not Sellers or courier or delivery service providers. We do not carry physical stock of Goods. If you agree to purchase Goods displayed for sale by a Seller on the Platform, the services provided by Uniting Flowers are limited to enabling or facilitating the purchase, fullfilment and delivery of Goods between you and a Seller on, or via, the Platform by processing the payment for the Goods on behalf of the Buyer and Seller (collectively, the Services). Each Seller has its own stock of Goods, processing procedures, delivery methods and times and shop policies. Our Services and our role in providing you with access to, and use of, our Services on, or via, the Platform should be construed strictly in this context only.
3.1. You are granted a non-exclusive, personal, non-transferable and non-sub-licensable licence to use and access the Platform in accordance with the terms of this agreement. You shall not acquire or be entitled to any rights other than those rights expressly set out in this agreement.
3.2. You agree to only use the Platform and Services for a lawful purpose and you will not use the Services and the Platform to engage in any conduct that is in breach of this agreement.
4. Placement of orders
4.1. You may purchase Goods on, or via, the Platform by selecting and placing your order in accordance with this agreement and as directed on the Platform. Any order placed by you in the manner displayed on the Platform is an offer by you to purchase Goods for the price (including Additional Charges) specified on the Platform at the time you place your order.
4.2. You should take care when submitting an order to purchase Goods on, or via, the Platform. To the maximum extent permitted by Relevant Laws and unless otherwise permitted by under our Refund and Return Policy, once you have placed an order for Goods, your order cannot be altered or cancelled.
4.3. You warrant that:
(a) all details you provide to us when placing an order are current, correct and complete;
(b) you are an authorized user of the Third Party Payment Processor account or credit or debit card used to place your order; and
(c) that your nominated Third Party Payment Processor account or credit or debit card will cover the full cost of the purchase.
4.4. Placing an order for Goods does not constitute a legally binding agreement until we confirm that payment has been made on the order and you receive a written order confirmation from us to your nominated e-mail address that payment has been received and the order has been accepted.
4.5. If we are unable to successfully process your Third Party Payment Processor account for your order, we may notify you and cancel your order.
4.6. Each order to purchase Goods constitutes a separate agreement for the supply of Goods, on the terms and conditions of agreement and is subject to your compliance with any specific limitations or terms displayed on the Platform.
4.7. Uniting Flower and/or Seller may, at its absolute discretion, accept or decline any order for Goods (or part thereof) for any reason (or no reason), including an error in the advertised price for, or description of, the Goods on the Platform, or an error in your order. Any order for Goods (or part thereof) not accepted is automatically deemed cancelled.
4.8. If your order details or billing information is incorrect, incomplete or suspicious, Uniting Flower may, at its absolute discretion, require you to provide additional billing verification or order information before accepting any order.
4.9. If you place an order for Goods on, or via, the Platform for someone else to receive the Goods, you warrant that you have the authority to:
(b) bind that person as the principal to this agreement, and to the extent you do not have such authority you agree to be bound to this agreement.
5. Legal capacity
To order or purchase Goods on, via the Platform, you must be over 18 years of age, and legally able to enter into contractual relations. If you are under the age of 18 years (Minor) you must immediately cease and refrain from accessing or using the Platform and/or ordering or purchasing Goods from the Platform, unless and until your parents or guardians have agreed to abide by this agreement. Your continued use of the Platform constitutes an acknowledgement by you that you are over 18 years of age, or your parents or guardians have agreed to abide by this agreement.
6.1. Prices shown on the Platform are in Australian Dollars (AUD) and are inclusive of GST.
6.2. Prices displayed on the Platform are current at the time of issue. Prices and availability of Goods are subject to change effective immediately upon posting to the Platform. You agree to pay the price current at the time of payment.
6.3. Prices for our Goods displayed on third party websites which are linked to the Platform may not be correct and we are not bound by them.
6.4. In addition to the price for Goods as displayed on the Platform, you agree to pay:
(a) any other taxes and government charges, levies or fines in relation to the purchase of the Goods;
(b) delivery and handling fees in relation to the delivery (or re-delivery) of the Goods, packaging costs, transport insurance and all other costs, charges or expenses incurred in relation to delivery (or re-delivery) of the Goods. Delivery charges will vary between Sellers and will depend on the delivery destination, weight and dimension of the Goods and whether you require same day delivery;
(c) surcharges for payments made by credit card; and
(d) charges incurred in connection with the cancellation or variation of an order (Cancellation Fee),
(collectively, Additional Charges).
7.1. Once payment is made your tax invoice will be sent to you.
7.2. You must pay for Goods by credit card (Visa or Mastercard) or by Third Party Payment Process account. If the name on the credit card/payment card/account does not match the name on the order, we may refuse to accept your order or ask you to provide additional information (for example, proof of identity documents) in accordance with our fraud detection processes. By providing your credit card or account details you authorise us or our Third-Party Payment Processors to deduct the price and the Additional Charges (as applicable) from your card or account.
7.3. We may, at our absolute discretion and without notice, change the payment methods that can be used to purchase Goods on, or via, the Platform, at any time.
7.4. We may, at our absolute discretion, decline your payment at any time for any reason, including, but not limited to:
(a) where our fraud detection systems detect possible irregularities; or
(b) because the Third-Party Payment Processors have declined payment or there are insufficient funds in your nominated Third-Party Payment Processor account or credit or debit card to cover the full cost of the purchase.
7.5. If we are unable to successfully process your payment, we will notify you by email and we may, at our absolute discretion:
(a) cancel, or suspend, all (or any part of) your order;
(b) request additional information (for example, proof of identity documents); or
(c) request you made payment by another method.
7.6. If you do not comply with our request for additional information or you fail to make payment by another method within 24 hours, we will cancel your order without further notice.
7.7. You will not purchase Goods from a Seller introduced to you on, or via the, Platform (including on the Platform’s chatbox) outside of the Platform. If you are introduced to a Seller on, or via, the Platform and you subsequently purchase the Goods from the Seller, you are required to pay Uniting Flowers, by way of liquidated damages, the full price of the Goods displayed on the Platform.
8.1. Sellers (and not Uniting Flowers) are responsible for delivery of Goods to you.
8.2. Purchases will not be dispatched by the Seller to you until we confirm payment has been made. Once payment has been made, we will instruct the Seller to deliver the Goods to the address nominated by you. It is your obligation to enter the correct delivery address on, via, the Platform.
8.3. Each Seller has their own delivery policy. Seller may not deliver Goods to a post box, post restante address or address outside of Australia. Therefore, Uniting Flowers recommend that you refer to the Seller’s delivery policy prior to purchasing the Goods from the Seller on, or via, the Platform.
8.4. If you need to change a delivery date or the delivery address, please contact us at least 12 hours before the scheduled delivery date. If you are not available to take delivery on the scheduled delivery date, you will be charged a delivery and handling fee for each additional attempt for delivery in accordance with the Seller’s delivery policy.
8.5. Risk and title to the Goods passes to you when the Goods are paid for in full. Uniting Flowers will not be liable to you or anyone else for any losses, damages, costs or expenses arising out of, or in connection with, any delay or failure in delivery of the Goods or any theft, damage, destruction or loss of the Goods during delivery.
8.6. The Seller shall use reasonable endeavours to promptly notify you of any delays in delivery of the Goods.
8.7. You will ensure that any person who collects or takes delivery of the Goods on your behalf is authorized by you to do so. Acceptance of delivery by such representative will constitute conclusive evidence that you have examined the Goods and found them to be in good condition, complete in every way for the purpose for which it is intended. If required, the duly authorized representative shall sign a receipt confirming acceptance.
8.8. To the maximum extent permitted by Relevant Laws, if any dispute arises concerning any order (and including any measurements, quality, freshness, variety, color, quantity, identity) our records will be conclusive evidence of what was ordered.
9. Refunds and returns policy
9.1. Cancelling or changing an order
(a) If you make an error during the order process (eg adding an additional item or listing the incorrect delivery date) or you wish to cancel your order, you must contact Uniting Flowers immediately.
(b) Uniting Flowers cannot change or cancel your order for Goods once the Seller has accepted and prepared the order for delivery and no refund will be given.
(c) If Uniting Flowers agrees to cancel your order, we will receive a full refund less a cancellation fee equal to 10% of the total cost of the order.
(d) If Uniting Flowers identify an error in your order, we will contact you to clarify your order. If Uniting Flowers is unable to contact you for whatever reason, we will assume the order is correct and the Seller will send the Goods to you.
9.2. Substitution policy
(a) The Sellers work hard to ensure they complete your order exactly as requested, but all orders are subject to availability.
(b) Each Seller will have a substitution policy as the availability of particular of Goods (including variety, color or Good arrangements) which may differ between the date of order and the date the order is fulfilled by the Seller due to seasonal and external factors. In such cases, the Seller may substitute another Food of equal or greater value to assure your Goods arrive on time.
9.3. Refunds and returns
(a) Each Seller will deal with refunds and returns on a case by case basis in accordance with their own refunds and returns policy and the Australian Consumer Law. Therefore, Uniting Flowers recommend that you refer to the Seller’s refunds and returns policy prior to purchasing the Goods from the Seller on, or via, the Platform.
(b) Please choose carefully as exchanges or refunds are not provided where you have simply changed your mind.
(c) Due to the perishable nature of the Goods, if the Goods are damaged, sub-standard or stale, you must immediately contact Uniting Flowers. In such a case, the Seller may arrange for a refund or replacement to be delivered to you in accordance with the Seller’s return and refund policy. Uniting Flowers require you to provide an original proof of purchase and photographic evidence that the Foods are damaged or of inferior quality.
(d) If you do not contact Uniting Flowers within 7 hours of receiving the Goods, you will not be entitled to a refund or replacement.
(e) If the Seller, at its absolute discretion, determines that it will replace the Goods, Uniting Flowers will arrange for replacement Goods to be delivered to you within 24 hours at the Seller’s cost. The Seller may request for the original order to be returned, to assess what may have gone wrong. This may be picked up at the same time as the replacement goods are delivered.
(f) Each Seller will pack the Goods for delivery using suitable materials. However, this does not rule out the possibility of damage or loss as a result of transporting the Goods. Although every effort is taken by our couriers to handle the goods with care, Uniting Flowers are not liable for lost, stolen or damaged Goods during delivery.
(g) Following delivery of the Goods, you must immediately check whether the Goods are for damaged. If Goods are damaged in transit, you must immediately notify Uniting Flowers to arrange for a refund or replacement in accordance the Seller’s return and refund policy.
9.4. Wrong order
(a) If you receive the wrong order from the Seller, the Seller will, at its own cost, replace the Goods. The Seller may ask for the incorrect Goods to be returned. This may be picked up at the same time as the replacement Goods are delivered.
(b) Due to the perishable nature of the Goods, if you do not contact Uniting Flowers within 7 hours of receiving the incorrect Goods, you will not be entitled to a replacement.
9.5. Delivery charges
Uniting Flowers are unable to provide refunds for delivery if you have provided incorrect delivery details. If you provide incorrect details and a subsequent re-delivery is required, you may be charged an additional delivery fee equal to the amount of the new delivery.
9.6. Refund Processing
Refunds will be processed back into the account you placed the order with. Once a refund has been processed it takes up to 3-5 days business days for the refund to appear in your account.
9.7. Consumer Guarantees
(a) As a consumer you are entitled to the benefit of consumer guarantees in respect of Goods purchased from a Seller that cannot be excluded under the Australian Consumer Law. In accordance with Australian Consumer Law, if the Goods have a major failure, you may reject the Good and seek a refund or exchange, or you may keep the Goods and seek compensation for any drop in the value of the Goods.
(b) If you have simply changed you mind or if the Goods have not been correctly cared for upon delivery (eg stems cut, stems placed in fresh water, stored in a cool place away etc) Uniting Flowers and/or the Seller is under no obligation to provide you with a replacement or refund and the Australian Consumer Law does not apply. The Seller may require an original proof of purchase before providing a remedy under the Australian Consumer Law.
10. Warranty disclaimers and liability
10.1. Uniting Flowers does not pre-screen Sellers and therefore we do not guarantee or endorse any Goods displayed, advertised or sold on, via, the Platform (including, but not limited to, the variety, freshness, availability , quality, color, height or other measurements of the Goods).
10.2. Uniting Flowers does not warrant or guarantee that the information or content displayed or posted by a Seller on their Seller Portal is complete, accurate and current at the date the information uploaded, displayed or posted to the Seller Portal. We are under no obligation to update the information or content displayed by a Seller on the Seller Portal.
10.3. Uniting Flowers assume no responsibility or liability for any such inaccuracies, errors or omissions by a Seller on their Seller Portal. It is your responsibility to satisfy yourself as to the suitability, condition and fitness for purpose of the Goods without relying upon our skills or judgment. To the maximum extent permitted by Relevant Laws, we make no warranty or representation that the Goods requested by you meet your personal, domestic or business needs, are suitable for any particular purpose or used under any specific conditions. You purchase the Goods at your own risk on an ‘as is’ and ‘where is’ basis.
10.4. To the maximum extent permitted by Relevant Laws, Uniting Flowers are not liable to you or anyone else if your order is decline or not accepted, your payment is not processed or the Goods are not delivered as a result of, or in connection with:
(a) your failure to provide us (or the Seller) with complete or accurate order information or delivery details;
(b) any act or omission of a Seller (including the failure by the Seller or any person on behalf of the Seller to deliver the Goods ordered by you);
(c) the disruption to, or unavailability of the Platform or any computer or telecommunication systems used in connection with the Platform; or
(d) an Unavoidable Event.
10.5. To the maximum extent permitted by Relevant Law, we exclude:
(a) all representations, conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied or imposed by statute, common law or equity;
(b) all liability to you or anyone else for any:
(i) indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; or
(ii) loss of profits, business interruption, loss of revenue, economic loss, loss of goodwill, loss of or damage to reputation, downtime costs, loss of use, failure to realize anticipated savings, loss under or in relation to any other contract, loss of opportunity or expectation loss or loss of production; or
(iii) loss of, or damage to, any property or any personal injury or death to you or anyone else,
arising out of, relating to or connected to, your access and use of our Platform, the provision, delivery or use of the Goods and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
10.6. Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
10.7. Under no circumstances will our aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the price paid by you for the Goods under this agreement in the preceding 3 months of the claim.
11.1. Uniting Flowers, Sellers and authorized external service providers (such as delivery and courier service providers and Third-Party Payment Processors) may collect Personal Information directly from you when you access or use our Platform, when you place an order or purchase Goods on, or via, the Platform, or when you contact us or a Seller for any reason. Personal Information we collect and use may include your name, billing address, delivery address, telephone number, email address and payment details.
12. Unavoidable Events
We will not be liable to you or anyone else under this agreement or otherwise if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our control including, but not limited to, acts of God, failure of a utility service, transport, banking or telecommunications networks, riots, civil commotion, computer hacking, war, acts of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or earthquake, any disaster or adverse weather, governmental actions, default or non-performance of hosting or data center providers, interruption of the internet or our Platform, or other suppliers or sub-contractors, labour disputes, or any other failure, act or omission in our supply chain, including the Sellers and third party delivery contractors (Unavoidable Events).
Following delivery of the Goods you may rate the services and Goods provided by a Seller. Ratings are used by Uniting Flowers to monitor the standard and quality of services and Goods delivered provided by a Seller. If a Seller receives poor ratings on multiple occasions, we may suspend, block or terminate the Seller’s access to, and use of the Platform.
14. Suspension and termination
We may, in our absolute discretion and without notice, terminate, suspend or block your access to a Seller Profile or the Platform, or any Goods offered, on or via, the Platform for any reason (or no reason), including as result of, or in connection with any breach of this agreement by you. We will not be liable to you or anyone else arising out of, or in connection with, any such suspension or termination.
15. Dispute resolution
The parties must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved with this period, then either party may, in its sole discretion, initiate court proceedings. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this agreement.
16. Contact us
If you have any questions regarding this agreement, please contact us directly by:
(a) email at firstname.lastname@example.org; or
(b) calling us on 1300 359 908.
17.1. This agreement may only be amended in writing signed by both parties.
17.2. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
17.3. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, then the other provisions shall remain in force.
17.4. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, then the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.5. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter which they cover.
17.6. Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement, except that Uniting Flowers may assign, sell or transfer its rights or obligations under this agreement to a Related Bodies Corporate or bona fide third party purchaser of Uniting Flowers’ business.
17.7. If there is any inconsistency between this agreement and any Seller terms and conditions or policies, this agreement shall prevail to the extent of any inconsistency.
17.8. The laws of the state of New South Wales, Australia govern this this agreement. The parties agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
In this agreement, unless the context otherwise requires
(a) Additional Charges has the meaning in clause 6.;
(b) Agreement has the meaning in clause 1.;
(c) Buyer, you or your has the meaning in clause 1.;
(d) Goods has the meaning in clause 2.;
(f) Platform has the meaning in clause 1. and includes the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and associated technology and code;
(h) Refunds and returns policy has the meaning in clause 9;
(i) Related Bodies Corporate has the meaning in the Corporations Act 2001 (Cth);
(j) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements, anywhere in the world.
(k) Seller means a third party private seller of the Goods and where the context permits, includes their Related Bodies Corporate and Personnel; and
(l) Seller Profile means the Seller’s online profile and shop front for displaying and listing Goods for sale to Buyers on, or via, the Platform;
(m) Services has the meaning in clause 2..
(n) Third-Party Payment Processor means PayPal, Afterpay, Braintree and any other a third party payment processor permitted by Uniting Flowers from time to time (as the context permits)
(o) Unavoidable Events has the meaning in clause 12; and
(p) Uniting Flowers, we, us or our has the meaning in clause 1. and where the context permits, includes our Related Bodies Corporate and Personnel.