BETWEEN

Dragon Bay Group Pty Ltd tradingas BuyersCircle (ABN: 85 638 026 623) of Suite 703A, Level 7, 1 York Street, Sydney NSW 2000 (SERVICE PROVIDER)

AND

The entity or person named on account (E-TAILER)

RECITALS

A.

The Service Provider agrees to provide a non-exclusive licence for the E-Tailer to buy and sell products, whether sourced by the Service Provider or not, for a limited period of time.
B.The Parties agree to be bound by the terms and conditions of this Agreement.

1. The Agreement


(a)The Service Provider agrees to provide a non-exclusive licence for the E-Tailer to buy and sell products, whether sourced by the Service Provider or not, for a limited period of time.
(b)As a E-Tailer, you acknowledge that you are now contracting with BuyersCircle (also known as the Service Provider) and that you are required to agree to the following terms and conditions if you wish to commence your use of the services provided by the Service Provider.
(c)Before you use the Services provided, you must read and accept the terms contained herein, and by entering into this agreement, it is our assumption that you have already read and agreed to all of the terms below.

2. Buying and Selling Goods through the Service


(a)In the event that your product was deemed to be an infringing product, the Service Provider may:
(i)Items that are deemed to be offensive by us and / or inappropriate for our platform;
(ii)Items that are deemed by us, in our absolute discretion, that infringe any copyright laws, third party rights or any items that are not allowed by the Australian Law;
(b)You agree that you will only sell goods that can legally be sold and used in Australia and goods that you are approved or licensed to sell.
(c)You agree that the Service Provider will be monitoring the goods being sold by you and may suspend your use of the Service in the event that the Service Provider, in their absolute discretion, determines that you have acted in breach of this Agreement.
(d)You agree that you will not be paid for goods that you fail to deliver to a buyer;
(e)You agree that you will not be manipulating the prices of the goods that you sell which makes the environment unfriendly to use and is unfair to buyers;
(f)You agree that you are over the age of eighteen (18);
(g)You agree that you will not, in any circumstances, make any, or cause anyone to make any disparaging statements about the Service Provider;
(h)You agree that you will not transfer your account to anyone without our prior approval;
(i)You agree that you will not distribute computer viruses through the use of your files such as embedding viruses into word documents / excel spreadsheets or executable files;
(j)You agree that you will not in any way, form or manner, advertise or represent that you are associated with the Service Provider as an employee or contractor;
(k)You agree that you will not be collecting personal information from your purchasers without their consent, acting in contravention of the requirements of the Privacy Act 1988 (Cth) and any other Australian legislation on this subject.

3. Delivery of Goods


(a)As a E-Tailer, you agree that the Service Provider will arrange for goods to be picked up and delivered in accordance with your instructions.
(b)You agree and acknowledge that reasonable costs for the delivery of goods will be charged against any proceeds of sale you receive from the sale of your goods.

4. Passing of Risk


(a)The Service Provider specifically excludes from this Service Agreement the operation of section 25 of the Sale of Goods Act 1923 (NSW).
(b)We put you on notice that risks associated with the transportation of goods are to be borne by the courier in the event that losses or damages occurred during the transportation of the goods from a storage facility, whether operated by you or not, to a location designated by the customer.
(c)For the avoidance of doubt, the risk passes to the courier at the time of departure from a storage facility used by the Service Provider; or at the time of the pick-up of the goods from a location that you require, risk does not pass from you to the Service Provider.
(d)In the event of loss or damages, you are to contact:

5. Our Fees


(e)You agree that the Service Provider will be charging the following fees:
(i)Merchant fees for credit card payments;
(ii)Delivery fees;
(iii)A percentage (%) of the price of the Approved Products sourced by the Service Provider.
(iv)and other fees that might be incurred and informed to you from time to time during the duration of this Agreement including but not limited to:
(1)Fees for breach of this Agreement;
(2)Fees for processing non-delivery of goods after you have achieved a sale.
(f)The Service Provider may from time to time, change the rates to the fees applicable and any such changes will be published on the website operated by the Service Provider at www.buyerscircle.com.au.
(g)As E-Tailer, you agree to pay for all fees and applicable taxes associated with your use of the Service promptly and in a timely manner.

6. Infringement of Copyright


(h)In the event that your product was deemed to be an infringing product, the Service Provider may:
(i)Suspend your account;
(ii)Remove the product in question from your electronic shopfront; and,
(iii)Refuse to pay to you, any proceeds of sale, whether these proceeds originated from the sale of the infringing goods or not.
(i)You agree and acknowledge that any funds not released to you will be retained for the purposes of paying:
(i)Damages to the copyright owner;
(ii)Any other damages payable to purchasers that acquired the infringing goods from you.

7. Suspension of Service


(j)The Service Provider may at its absolute discretion suspend the E-Tailer’s use of or modify any Services in the event that the E-Tailer is, determined by the Service Provider, to be in breach of the provisions of this Service Agreement.
(k)If the Service Provider exercises its right to suspend the Service pursuant to clause 4 of this Agreement, the Service Provider is released from any liability that may be suffered by the E-Tailer due to the suspension of the Service, including but not limited to consequential losses, loss of sale and other losses that may be attributable to the suspension.

8. Intellectual Property attached to your Postings


(l)You agree that when you upload any intellectual property contained in any posts, words, or contents that you to the Service, you grant to the Service Provider a irrevocable, non-exclusive, worldwide, perpetual, royalty-free right to use your intellectual property, whether by the Service Provider or to an entity that the Service Provider sublicensed its use to.
(m)You consent that the Service Provider may copy, publish, adapt, amend, exhibit or transmitting your intellectual property as the Service Provider sees fit.

9. Release of Liability


(n)You agree to release the Service Provider as to any losses incurred or caused by actions from:
(i)The Service Provider;
(ii)Other E-Tailers using the Service;
(o)You acknowledge that the Service Provider does not have absolute control over the manner upon which other E-Tailers or E-Tailers act when they are using the Service.
(i)The Service Provider may, from time to time, have the ability to control the narrative or descriptions over the approved products that we may organise for you to sell;
(ii)The Service Provider may, upon having received a complaint, be in a position to change the description or narrative of particular goods or class of goods;
(iii)Despite the above, you agree to release any losses or damages suffered, incidental to or arising out of the description of goods used by the other E-Tailers.
(p)You acknowledge that we cannot guarantee the accuracy or truthfulness of listings by other users;
(q)You acknowledge that we do not guarantee that a buyer has the ability to complete the transaction, except that we would attempt to debit a buyer’s credit card or debit card whichever the situation would be;
(r)You agree and acknowledge that the Service Provider shall not be liable for any loss of money, goodwill, reputation, direct, indirect or consequential losses arising from the use of the Services whether by you or another person.

10. Breach(es) by You


(s)If you acted in breach of this Agreement, the Service Provider can:
(i)Delay the payment of funds to you from your sales;
(ii)Remove your item from your electronic shopfront;
(iii)Issue a warning to you;
(iv)Restrict your access to the Services;
(v)Temporarily or permanently suspend your account with the Service Provider; or,
(vi)Require you to pay extra fees due to your conduct.
(t)You agree and acknowledge that the Service Provider is not required to provide you with any reasons as to the process adopted in determining the appropriate remedy due to the Service Provider as a result of your breach(es) of this Agreement.

11. Managing Payments


(u)You agree and acknowledge that the Service Provider will collect any proceeds of sale on your behalf from the buyer.
(v)You further agree that the proceeds of sale, net of any expenses incurred by the Service Provider and / or agreed charges, will be deposited in an account nominated by you within ten (10) business days of the expiry of this Agreement.
(w)You further agree that the service provider may in its discretion allow an additional incentive to be paid to distributers introduced by you.
(x)In the event that the Service Provider requires you to provide information to satisfy the requirements of the anti-money laundering and counter-terrorism financing act 2006 (Cth), and you fail to provide the required information within time limit set, the Service Provider may withhold the payments in question until such time that the Service Provider is in receipt of the information required to make an informed decision as to whether the payment of funds were indeed a contravention of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).

12. Invoicing and ABN Registration


(y)In the event that your annual turnover exceeds $75,000.00 during a financial year, the Service Provider requires you to be registered for GST.
(z)In the event that you are not registered for GST, you are not allowed to charge GST on the goods you sell through the use of the Services.
(aa)You must, where required:
(i)provide Customers with an invoice under your own trading name and a receipt for payment in a form specified by the Service Provider;
(ii)not extend credit to any Customer unless the you comply with the credit policies that may be communicated by the Service Provider to the you from time-to-time.
(iii)You must only use credit card facilities that are authorised by the Service Provider and comply with the Service Provider’s credit policy and other policies as set out in the website of the Service Provider from time to time.

13. Confidentiality


The parties must keep the terms of this deed confidential, save for any necessary disclosure to their respective legal and financial advisers, or otherwise as required by law.

14. Entire agreement


This deed is the entire agreement and understanding between the parties on everything connected with the subject matter of this deed, and supersedes any prior understanding, arrangement, representation or agreements between the parties as to the subject matter contained in this deed.

15. Amendment


An amendment or variation to this deed is not effective unless it is in writing and signed by all the parties.

16. Dispute resolution


If a dispute arises between the parties, the complainant must not commence any court or arbitration proceedings, except where that party seeks urgent interlocutory relief, unless it has first complied with this clause:

(ab)Notification
The complainant must inform the respondent in writing of the following:
(i)The nature of the dispute;
(ii)The outcome the complainant desires, and
(iii)The action the complainant believes will settle the dispute.
(ac)Endeavour to resolve dispute
On receipt of the complaint by the respondent, both parties will make every effort to resolve the dispute by mutual negotiation within 14 business days.
(ad)Mediation
Any unresolved dispute or difference whatsoever arising out of or in connection with this contract shall be submitted to mediation under the Mediation Rules of the Resolution Institute.
(ae)Survival of this clause
This clause survives termination of this deed.

17. Waiver


Any waiver by any party to a breach of this deed shall not be deemed to be a waiver of a subsequent breach of the same or of a different kind.

18. Events beyond control


Neither party shall be liable to the other party for any loss caused by any failure to observe the terms and conditions of this deed, where such failure is occasioned by causes beyond its reasonable control including but not limited to by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi government authorities.

19. Severance


If anything in this deed is unenforceable, illegal or void, it is severed and the rest of the deed remains in force.

20. Notices


A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:

(af)Delivered personally; or
(ag)Posted to their address when it will be treated as having been received on the second business day after posting; or
(ah)Faxed to their facsimile number when it will be treated as received when it is transmitted; or
(ai)Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

21. Counterparts


This deed may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the deed will be the date on which it is executed by the last party.

22. Costs


You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Services provided.

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