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Seller Terms and Conditions

1. Introduction

1.1. The Uniting Flowers website (www.unitingflowers.com.au) (Website), 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).

1.2. These terms and conditions of service (together with our Privacy Policy) comprise the terms of a legal agreement between you and Uniting Flowers (agreement). In this agreement, Seller, you or your means the person or entity who creates a Portal Profile and lists Goods for sale on, or via, the Platform and includes anyone acting on your behalf or with your express or implied authority.

1.3. Please read this agreement carefully before accessing or using the Services available through the Platform. By accessing or using the Platform you indicate that you have read, understood and accept this agreement, together with our Privacy Policy, and that you agree to be bound by them. If you do not wish to comply with this agreement, you should not access or use our Services or Platform.

2. The Platform

2.1. The Platform is a technology portal or conduit providing the Seller with an online marketplace through which to:

(a) list, advertise, sell and distribute flowers, plants, gift hampers and related goods (collectively, Goods) to Buyers; and

(b) create an online store profile to sell and deliver their Goods to Buyers, (collectively, the Services).

2.2. Uniting Flowers are not buyer or sellers of the Goods and do not offer courier or delivery services. The Services provided by Uniting Flowers in connection with the Platform are limited to enabling or facilitating the purchase, fulfillment and delivery of Goods between you and a Buyer on, or via, the Platform. 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. Licence

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 their intended legal purposes and you will not use the Services and the Platform to engage in any conduct that is in breach of this agreement, including our Fair Use Policy.

4. Your Account

4.1. To access and use the Services on, or via, the Platform, you must register with us and setup an account (Account). Your Account will be operated by a username and password (Password). We do not have access to your current Password. You can change your Password at any time by you using the Account Portal. You may not use one email address to register for multiple Accounts.

4.2. You are responsible for:

(a) maintaining control over, and the confidentiality of, your Account and Password;

(b) keeping your Account registration information current, complete, accurate and truthful, including your Personal Information (such as your name, address, email address, telephone number and payment information) All such Personal Information, as well as the information you provide to register, is subject to our Privacy Policy, which is incorporated into this agreement;

(c) notifying us in writing of any unauthorized access to, or use of, your Account or Password; and

(d) for all activities or transactions that happen under your Account. We are not liable for any loss or damage arising out of, or in connection with, any unauthorized access or use of, your Account or Password, including any misuse, stolen or hacked Accounts or Passwords.

4.3. You will not impersonate another seller or provide false identity information to gain access to or use the Services or the Platform.

4.4. Uniting Flowers reserves the right, at its absolute discretion, to accept or reject your request to register an Account. We may request additional information from you before accepting or rejecting your request to register for an Account. Failure to provide such information is likely to result in rejection of your request.

4.5. We have the right to disable any Account or Password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this agreement.

5. Legal capacity

To setup an Account, create a Portal Profile and to access and use the Services on, or 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 you must immediately cease and refrain from accessing or using the Account, the Services and the Platform. Your continued use of the Account constitutes an acknowledgement by you that you are over 18 years of age.

6. Portal Profile

6.1. In order to create and maintain a Portal Profile, the Seller must provide detailed, accurate and up-to-date:

(a) information regarding the type, quality, Purchase Price and availability of Goods you can offer for sale on, or via, the Platform (including pictures of the Goods);

(b) Personal Information and business information, such as your business name, Australian Business Number or Australian Company Number, address, telephone number email address, trading hours and confirmation whether or not you are registered for GST; and

(c) relevant policies and procedures, including delivery policy (eg delivery times, cut off periods for delivery, same day delivery and delivery locations), refund and return policy and privacy policy, (collectively, Your Content).

6.2. In the event there is any error or change in Your Content you must immediately update your Portal Profile on the Platform. You represent and warrant that Your Content will always be accurate, correct and up to date.

6.3. Uniting Flowers reserves the right, at its absolute discretion, to accept or reject your Portal Profile. We may request additional information from you before accepting Portal Profile, including information required to verify your identity. Accordingly, you consent and authorise Uniting Flowers to obtain such information for the purpose of assessing your suitability as a Seller and your identity. Failure to provide such information is likely to result in rejection of your Portal Profile.

6.4. We do not take any responsibility, nor do we assume any liability, for any Your Content or Platform Content provided by you or any third party. You agree not to hold us liable for any inaccurate or misleading Your Content or Platform Content.

7. Your obligations

7.1. To access and use the Platform and the Services, you must:

(a) open an Account with us;

(b) be over 18 years of age.

(c) pay the membership fee as specified on the Website (Membership Fee);

(d) create and maintain a Portal Profile on the Platform in accordance with our instructions, policies and procedures, including, but not limited to our Fair Use Policy, Privacy Policy and Refund and Return Policy;

(e) provide Uniting Flowers with all necessary co-operation and information to facilitate and provide the Services;

(f) ensure that all Your Content is true, accurate and not misleading; and

(g) carry out all of your responsibilities set out in this agreement in a timely and efficient manner.

7.2. At all time during the Term, you will:

(a) maintain sufficient stock of fresh Goods and packaging to enable you to meet Buyer demand;

(b) order, maintain, pack and supply the Goods in accordance with best industry standards and practices that are applicable from time to time;

(c) ensure that the Goods are properly packed and secured, including in such a manner so as to enable them to reach their destination in good condition;

(d) comply with all Relevant Laws relating to the manufacture, packing, packaging, formulating, marking, storage, handling and delivery of the Goods;

(e) only use reputable Delivery Providers to deliver the Goods to the Buyer;

(f) notify Uniting Flowers immediately in writing if you foresee that there is a possibility of a delay in shipping or delivering the Goods to the Buyer;

(g) fulfill and deliver all orders for Goods placed by the Buyer on, or via, the Platform;

(h) promptly substitute or replace the Goods or refund the Buyer in accordance with our Refund and Returns Policy; and

(i) respond to any queries from Uniting Flowers and/or the Buyer in relation to the Goods.

7.3. On the dates set out in the relevant Confirmed Order, you will:

(a) ensure the type, variety and quantities of Goods are correct;

(b) organize for the delivery of the Goods;

(c) ensure the Goods are ready for collection by the Delivery Provider on the delivery date, including ensuring that the Goods are properly packed and secured for delivery and provide the Delivery Provider with the recipient and delivery details.

7.4. Following delivery of the Goods to the Buyer, you will provide Uniting Flowers with proof of delivery by either sending us an email to contact@unitingflowers.com.au or by uploading such proof of delivery to the Account Portal. We will only accept a Delivery Provider invoice, Buyer signature or photographic evidence of delivery as proof of delivery to the Buyer.

7.5. If at any time you cease providing the Services, you must immediately notify Uniting Flowers in writing so that Uniting Flowers can suspend your Portal Profile. If you do not notify Uniting Flowers that you are ceasing to provide Services (whether temporarily or permanently), we assume that you will fulfill and deliver all Confirmed Orders.

7.6. You shall not (directly or indirectly):

(a) enter into any contact, communications or negotiations of any form outside of the Platform with a Buyer (whether actual or potential) to sell your Goods. If a Buyer is introduced to you on or via the Platform and subsequently purchases the Goods via email or telephone the Service Fee is still payable by you;

(b) circumvent the obligation to pay any fees or charges to Uniting Flowers for access to and the use of the Services, the Platform or as otherwise contemplated herein; and

(c) interfere with or restrict another seller’s listings, sales of Goods or Portal Profile.

8. Fair Use Policy

8.1. When providing, publishing or uploading Your content on or to our Platform, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use, reproduce, process, adapt, modify, publish, display and distribute such Your Content for the purposes of providing the Services and the Platform to you.

8.2. You represent and warrant that you will only publish Your Content on your Portal Profile or elsewhere on the Platform:

(a) for which you hold all necessary rights, licences and consents to publish on, or via, the Platform;

(b) that are factually accurate and up-to-date, including, but not limited to, description, location, quantity, quality, variety, price, transport costs and colour requirements;

(c) does not and will not infringe any Intellectual Property Rights of any third party;

(d) if containing opinion, that contain genuinely-held opinion; and

(e) that comply with all Relevant Laws.

8.3. You must not publish any Your Content that:

(a) are in a language other than English;
(b) contain confidential information;
(c) are, or could reasonably be considered to be, vulgar, offensive, inappropriate, indecent or obscene, pornographic or sexually explicit, harassing, threatening or abusive, inflammatory, hateful or disparaging, seditious, blasphemous, is in breach of another person’s privacy (such as by disclosing personal or identifying details of another person without authorization) or otherwise objectionable according to the dictates of good taste and social acceptability (including by promoting, advocating or seeking to incite racial hatred or discrimination based on race, sex, disability, age, religion, nationality, sexual orientation or an unlawful or illegal act);
(d) are knowingly inaccurate, misleading or deceptive or fraudulent (including, but not limited to, as a result of you having impersonated another person or misrepresented your identity);
(e) are defamatory or harmful to another in any way, including by causing unreasonable embarrassment, annoyance, distress or alarm to another individual, including us or our employees;
(f) are illegal or unlawful, including as a result of their infringement or contravention of intellectual property or other rights or laws, whether based in contract, statute, the common law or equity, and whether municipal or international;
(g) contain any viruses, including, but not limited to, keystroke loggers or other spyware, or similar computer code, files or programs designed to adversely affect, interrupt, destroy or limited in any way the operation or functionality of any computer software or hardware or telecommunications equipment;
(h) include unauthorized, unsolicited or undisclosed advertising or promotional materials, including excessive commercial references;
(i) are gratuitous, off-topic or unrelated to second-hand, unwanted, surplus or recycled building, construction and demolition materials, written in a highly aggressive tone, may be considered to be needlessly or tactlessly related to sensitive subject-matter in the context of current or political events, contains controversial material or could otherwise bring us or the site into disrepute;
(j) are misleading, deceptive or fraudulent statements, including by improperly holding themselves out as being or relating to decrees or announcements by governmental, statutory or municipal authorities;
(k) are designed to give the impression that Your Content originates from us;
(l) are aimed at disparaging or damaging the reputation or goodwill of our business, the Platform or any of our Related Bodies Corporate or Personnel and third parties connected to us; or
(m) constitute or comprise any other material whatsoever which contravenes this agreement.

8.4. Uniting Flowers may (at its absolute discretion but are not obliged to) check, audit or monitor Your Content listed or displayed on your Portal Profile. If Uniting Flowers determines, at its absolute discretion, that Your Content breaches our Fair Use Policy or any other term of this agreement, we may, depending on the severity of the conduct, do any 1 or a combination of any of the following:

(a) remove Your Content that breaches this agreement;
(b) provide a warning to you;
(c) suspend your Account or Portal Profile;
(d) terminate your Account, Portal Profile or this agreement; and/or
(e) in serious cases or where obliged by the law to do so, report your conduct to the
relevant authorities.

9. Payment

9.1. The price of the Goods will be the price indicated on your Portal Profile when a Buyer places their order (Purchase Price). The Purchase Price must be inclusive of GST (if any) and Delivery Provider charges.

9.2. You must ensure that the Purchase Price of the Goods listed on your Portal Profile are accurate all times.

9.3. Subject to receipt by Uniting Flowers of:

(a) confirmation of delivery of the Goods to the Buyer in accordance with clause 7. and
(b) full payment by the Buyer of the Purchase Price, Uniting Flowers will pay you the Purchase Price less a Service Fee (Seller Fee) within 7 Business Days.

9.4. If Uniting Flowers agrees to cancel a Buyer’s order in accordance with its Refund and Returns Policy and in the event you:

(c) have received the Seller Fee, you will immediately refund the Seller Fee to Uniting Flowers, who will arrange for the Buyer to be refunded; or
(d) have not received payment from us, you will not be entitled to the payment of the Seller Fee as a result of the cancellation of the Buyer’s order.
9.5. When opening an Account with Uniting Flowers, you will be required to supply payment information to us or an authorized third-party payment processor (eg Paypal and Afterpay). This payment information may include, for example, credit/debit card or bank account details (Payment Details). All Payment Details supplied to Uniting Flowers will be retained and used by Uniting Flowers in accordance with this agreement and our Privacy Policy.

9.6. You acknowledge and agree that where payment occurs through an authorized third-party payment processor you have read and agree to their terms and conditions applying to that service.

10.  Warranty disclaimers and liability

10.1. You acknowledge and agree that, to the extent permitted by Relevant Laws, Uniting Flowers makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Platform (or any goods or services provided in connection with the Platform), Uniting Flowers will not be liable if the Platform (or any Services provided in connection with the Platform) are unavailable for any reason, including directly or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious or wilful acts or omissions of third parties (including Uniting Flowers’ third party service providers and Delivery Provider);
(c) maintenance carried out by Uniting Flowers or any third party service provider in respect of any of the systems used in connection with the provision of the Platform;
(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
(e) an Unavoidable Event.

10.2. Uniting Flowers does not warrant or guarantee:

(a) the suitability of the Platform or any Services for any particular purpose or use under specific conditions; or
(b) your Goods will be sold on, or via, the Platform within a certain timeframe or at all.

10.3. You warrant, guarantee and agree that:

(a) you have the right to display, post, publish and reproduce information, images, photographs and Your Content (and all Intellectual Property Rights contained therein) in relation to your Goods on the Platform (and to grant us the right to post, publish and reproduce the foregoing);
(b) all Your Content and details relating to the Goods (including the type, quality and availability of Goods, specifications or photographs of the Goods displayed on the Platform) are correct and accurate. You agree to maintain the currency of that information and Your Content by updating us promptly after you become aware of any change;
(c) that the Goods displayed on your Portal Profile is, and will be, available for purchase by a Buyer; and
(d) you are the owner of the Goods and you have the rights to sell and receive income from the sale of the Goods.

10.4. No warranty is given and Uniting Flowers will not be liable for:

(a) any act of omission of a third party, including any failure of the Buyer to purchase the Goods or failure by the Delivery Provider to deliver the Goods to the Buyer;
(b) any loss, damage, cost, expense, personal injury or death to you or any third party arising out of, or in connection with, the delivery of the Goods to the Buyer;
(c) the suitability or use of any Third Party Providers or Third Party Products, third party materials or information, goods or services, which may be purchased, advertised or obtained in connection with the Platform;
(d) any loss, damage or injury arising of out any conduct, statement, representation, act or omission made by you (or on your behalf) to a Buyer or potential Buyer regarding the Platform, the Services, or your Goods; or
(f) any loss or damage caused by an Unavoidable Event.

10.5. You warrant, acknowledge and agree that:

(a) Uniting Flowers is not the Buyer, seller, Delivery Provider or your agent, employee, agent, servant, officer, director, shareholder or Related Bodies Corporate;
(b) your use of the Platform or Services has not been made on the basis of any representations made by Uniting Flowers regarding future features or functionality of the Platform or Services or that your Goods will be sold;
(c) you have the full power and authority to enter into this agreement and perform your obligations contemplated by this agreement and in doing so you will not breach any Third Party rights.
(d) you will comply with all Relevant Laws.

11. Limitation of liability and indemnities

11.1. To the maximum extent permitted by Relevant Law, Uniting Flowers excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the provision of the Services or the Platform.

11.2. 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 Consumer and Competition Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.

11.3. To the fullest extent permitted by Relevant Law, Uniting Flowers will not be liable to you or any third party for:

(a) indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; or
(b) loss of revenue, loss of profits, business interruption, loss of revenue, economic loss, loss of goodwill, loss of data, downtime costs, loss of use, failure to realize anticipated savings, loss of opportunity or expectation loss or loss of production; or
(c) loss of or damage to any property or Goods advertised, displayed for sale or sold by you on the Platform, or any loss or damage to Goods collected for delivery by a Delivery Provider, or any personal injury or death to you or any third person,

arising out of, relating to or connected to the provision or use of the Services, Buyer ratings, the Platform and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

11.4. Under no circumstances will Uniting Flowers’ aggregate liability whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Service Fee paid by Uniting Flowers to you under this agreement in the preceding 2 months of the claim.

11.5. You agree to defend, indemnify and hold Uniting Flowers, its Related Bodies Corporate and its Personnel harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Uniting Flowers or which Uniting Flowers may pay, sustain or incur as a direct or indirect result of or arising out of:

(a) the use by you, your Personnel or any third party of the Services or the Platform; and
(b) any breach by you or your Personnel of this agreement.

12. Term

This agreement commences on the date of execution of this agreement and continues unless terminated in accordance with clause 16 (Term).

13. Third Party Providers

13.1. You acknowledge that Uniting Flowers may use Third Party Products and Third Party Providers to enable us to provide you with the Services and the Platform and that your use of and reliance on it is solely at your own risk.

13.2. Uniting Flowers makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the Platform Content displayed on the Platform by a Third Party Provider or the use of any such Third Party Products, or any transactions completed, and any contract entered into by you, with the Buyer or Third Party Provider.

13.3. Uniting Flowers recommends that you refer to the Third Party Provider’s terms and conditions prior to using the relevant Third Party Products or the Platform.

13.4. Uniting Flowers does not endorse, sponsor or approve any Third Party Products or Third Party Providers made available on, or via, the Platform. It is your sole responsibility to determine that specific products or services used by you, meet your individual needs and/or are suitable for the purposes for which they are used.

13.5. Any rights you may have to access Third Party Products or Third Party Provider’s shall be limited to:

(a) the extent of our ability to pass on such rights to you; or
(b) the relevant Third Party Provider’s licensor terms.

14. Confidential information

Save as required by law, all information supplied by us in relation to Uniting Flowers, the Platform, the Services, Service Fee, the Seller Fee or any terms of this agreement is confidential and must not be disclosed by you to a third party (except your professional advisors) without our written consent. This includes, without limitation, information provided to you in any form (including written and electronic) and by any means (including during any conversations with you). Upon the expiry or termination of this agreement, such confidential information must either be destroyed or returned to us, as directed by us.

15. Intellectual property

15.1. Using the Platform or Services does not give you ownership of, or any right, title or interest in, the Platform or (or any Intellectual Property Rights contained therein) or any information, Platform Content or technology that may be provided to, or accessed by, you in connection with your use of the Platform or Services, all of which is owned by Uniting Flowers or our licensors (collectively, Uniting Flowers IP).

15.2. Unless otherwise agreed to in writing by the parties, all Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with the Platform or the performance of the Services will vest in, and are assigned to, Uniting Flowers (Developed IP).

15.3. You will remain the owner of Your Content, subject to a royalty-free, transferable and worldwide licence for Uniting Flowers to access and use and sub-license any of Your Content you make available to us (and all Intellectual Property Rights contained therein) to perform the Services, provide the Platform or any ancillary services, including, without limitation, for marketing purposes.

15.4. You agree not to submit Your Content or any information through the Platform unless you have the rights to do so and we do not undertake any pre-screening of Your Content.

16. Ratings

Following delivery of the Goods a Buyer may rate the Services provided by you. Ratings are used by Uniting Flowers to monitor the standard of the Services and compliance with this agreement. If you receive poor ratings on multiple occasions, we may suspend your Account or terminate your use of the Platform.

17. Suspension and termination

17.1. Uniting Flowers may, in its absolute discretion and without notice, suspend, revoke or block your access to your Account, Password, Portal Profile or the Platform for any reason (or no reason), including as result of, or in connection with any breach of this agreement by you or your Personnel. We will not be liable to you or anyone else arising out of, or in connection with, any such suspension or revocation.

17.2. We will ordinarily advise you of any suspension or revocation however, we are under no obligation to do so.

17.3. In addition to any other termination right available in this agreement or under Relevant Laws, Uniting Flowers may terminate this agreement immediately by notice in writing if:

(a) you are in breach of any term of this agreement and such breach is not remedied within 7 days after notice to you; or
(b) you are in breach of any term of this agreement and such breach is not capable of remedy; or
(c) you become bankrupt or insolvent, or are placed into receivership, official management, administration, liquidation, provisional liquidation or similar.

17.4. Either may terminate this agreement for convenience at any time by giving the other party at least 14 days’ notice in writing. In the event you terminate the agreement in accordance with clause 17, your Membership Fee, to the maximum extent permitted by Relevant Laws, is non-refundable.

17.5. Termination of this agreement shall not release you from any obligation which has accrued as of the date of termination.

17.6. On termination of this agreement for any reason:

(a) you must immediately surrender all confidential information, Uniting Flowers IP, Developed IP and any other property belonging to Uniting Flowers in your possession, custody or control and certify to Uniting Flowers, in writing, that You have done so; and
(b) you must immediately pay all outstanding amounts owing to Uniting Flowers under this agreement; and
(c) all licences and rights granted to you under this agreement will immediately terminate, such as your licence to access and use the Services and the Platform.

18. 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 Website, or other suppliers or sub-contractors, labour disputes, or any other failure, act or omission in our supply chain, including our Third Party Providers and, Delivery Providers (Unavoidable Events).

19. 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.

20. General

20.1. This agreement may only be amended in writing signed by both parties.

20.2. 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.

20.3. 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.

20.4. 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.

20.5. 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.

20.6. 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.

20.7. Nothing in this agreement is to be construed as constituting a partnership, employment relationship, joint venture, or any other form of association between the parties in which 1 party may be liable for the acts or omissions of any other party.

20.8. 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.

20.9. 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.

21. Definitions

In this agreement, unless the context otherwise requires:

(a) Account has the meaning in clause 4.;

(b) Account Portal means the self-service portal provided to you to access and use the Platform;

(c) agreement has the meaning in clause 1.;

(d) Business Days means any day which is not a Saturday, Sunday or public holiday in New South Wales.

(e) Buyer means any person or entity who purchases Goods from Seller on or via, the Platform;

(f) Confirmed Order means a request from a Buyer to purchase Goods on, or via, the Platform which is automatically accepted by a Seller with an active Portal Platform;

(g) Delivery Provider means a third party courier service engaged by the Seller from to time to time to collect the Goods from the Seller and to deliver the Goods to the Buyer;

(h) Developed IP has the meaning in clause 15;

(i) Fair Use Policy means the fair use policy set out in clause 8;

(j) Goods has the meaning in clause 2.(a;

(k) Intellectual Property Rights means any intellectual or industrial property rights that have been or may be created or developed, whether or not registered or registrable, including without limitation a patent, trade mark or service mark, copyright, visual image, performance, recording or broadcast, registered design, business name, trade secret, confidential information (including the confidential information), or database or list of information;

(l) Membership Fee has the meaning in clause 7.(c;

(m) Password has the meaning in clause 4.;

(n) Personnel includes any officer, employee, agent, contractor, sub-contractor or consultant of a party;

(o) Personal Information has the meaning in our Privacy Policy;

(p) 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;

(q) Platform Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Platform;

(r) Portal Profile means the Seller’s online profile and shop front for displaying and listing Goods for sale to Buyers on, or via, the Platform;

(s) Privacy Policy means our privacy policy available at www.unitingflowers.com.au/privacy or any other internet site notified by Uniting Flowers from time to time, which is incorporated into this agreement;

(t) Purchase Price has the meaning in clause 9.;

(u) Related Bodies Corporate has the meaning in the Corporations Act 2001 (Cth);

(v) 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 and Privacy laws, anywhere in the world.

(w) Refund and Return Policy has the meaning in clause 9 of the Buyer Terms and Conditions;

(x) Seller, you or your has the meaning in clause 1. and where the context permits, includes your Related Bodies Corporate and Personnel.

(y) Seller Fee has the meaning in clause 9.;

(z) Services means the services to be performed by Uniting Flowers under this agreement;

(aa) Service Fee means the fee payable by you for the provision of the Services, being a commission amount equal to 20% of the Purchase Price;

(bb) Term has the meaning in clause 12;

(cc) Third Party Provider means the supply of Third Party Products.

(dd) Third Party Products means software, products, services or content (including all Intellectual Property Rights contained therein) that:

(i) are provided by third parties, such as the courier and delivery services provided by the Delivery Provider;

(ii) interoperate with the Services or the Platform; or

(iii) may be identified as third party products.

(ee) Unavoidable Events has the meaning in clause 18;

(ff) Uniting Flowers, we, us or our has the meaning in clause 1. and where the context permits, includes our Related Bodies Corporate and Personnel;

(gg) Uniting Flowers IP has the meaning in clause 15;

(hh) Website has the meaning in clause 1.; and

(ii) Your Content has the meaning in clause 6..

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