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Customer Terms and Conditions

The following general terms and conditions (Terms) apply to your use of Shop Local SA and our Services and form a legally binding document between you and Shop Local SA.

It is important that you take the time to understand the Terms before engaging in our Service. You will be taken to have read, understood and agree to be bound by these Terms upon using the Website, including but not limited to registering for the Services or making any payment as required for Products on the Website.

1. Definition

1.1. ACL means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth)

1.2. Business means your business, through which you sell the Products

1.3. Business Days means any day except Saturday or Sunday or a Public Holiday in Adelaide, Australia.

1.4. Shop Local SA (also referred to herein as “we”, “us” or “our”) means Marketplace Online Pty Ltd (ABN 72 640 454 502, trading as Shop Local SA and means collectively and individually, the Marketplace, Platform and the Services.

1.5. Confidential Information means any materials or information of provided by you to us that is not publicly known. Confidential Information does not include information that:

(a) was in the public domain at the time we received it;

(b) comes into the public domain after we received it through no fault of ours;

(c) we received from someone other than you without breach of our or their confidentiality obligations;

(d) is independently developed by us without use of or reference to the Confidential Information; or

(e) we are required by law or legal process to disclose.

1.1. Content means written, visual and audio content published or made available through our Platforms.

1.2. Customer (also referred to herein as “you” or “your”) means the person jointly and severally, if more than one person, acquiring or enquiring about the Products from the Vendor

1.3. GST means Goods and Services Tax (GST) as defined within the A New Tax System (Goods and Services Tax) Act 1999 (Cth)

1.4. Intellectual Property means any registered or unregistered rights in any copyright, patents, inventions, discoveries, trade marks, processes, systems, methods, designs or confidential information or any rights of a similar nature under the laws of Australia.

1.5. Marketplace means the online marketplace run by Shop Local SA on the Website that allows Vendors to promote all their Products to Customers.

1.6. Platform means collectively and individually, the Website and all other online platforms operated by us, including but not limited to Instagram, Facebook and Linkedin.

1.7. Products means all goods, products and vendors listed for sale on the Website by the Vendor and which are available for purchase by the Customers

1.8. Services means the online marketplace service provided by us with respect to Shop Local SA or any other communication or service we provide to you in accordance with these Terms.

1.9. Website means htttp://shoplocalsa.com, all subpages and any associated websites operated by us.

1.10. Vendor (also referred to herein as “you” or “your”) means the person, jointly or severally, engaging in our Services to sell your Business’ products.

2. Application of Terms

2.1. We may amend these Terms from time to time without notice. Any amendment will be effective immediately upon being posted on the Website. Your continued use of our Services after any amendment becomes effective will constitute your agreement to be bound by these Terms, as amended

2.2. We reserve the right to vary, modify or discontinue any of the Services of Content available through the Website, at any time, without notice and without liability.

2.3. These Terms (including any terms incorporated by reference) forms the entire agreement between you and us in relation to its subject matter

3. Warranties

3.1. By engaging in our Services you warrant the following is true and correct:

3.1.1. any and all information provided to us by you through our Website, including but not limited to the purchase of a Product is accurate, complete, current and not misleading

3.1.2. you agree to comply with Shop Local SA’s privacy policy and will not do anything that would result in Shop Local SA being in breach of the privacy policy or privacy laws;

3.1.3. the purchase of Products by you will not breach any applicable laws or regulations and will not bring us into disrepute;

3.1.4. any communications with respect to goods and/or services of a Vendor, shall be communications between you and the Vendor and all sales are a transaction between you and the Vendor;

3.1.5. you acknowledge and agree that we are not responsible or liable in relation to any communications between you and the Vendor, or any matter relating to or the subject of those communications; and

3.1.6. if purchasing any alcohol products on the Website, you are over 18 years of age.

3.2. Failure to comply with any of these warranties constitutes a breach of our Terms and may result in immediate termination of our Services.

4. Payment and Orders

4.1. You are not charged fees for the use of the Website.

4.2. For each order, you will, via an accepted payment method, the applicable price for the Vendor’s Products as set by the Vendor and a delivery and handling fee as set by the Vendor.

4.3. If a payment is made via a third-party payment system, you must abide by any terms and conditions applicable to that payment system.

4.4. Prices of Products displayed on the Marketplace are inclusive of GST.

4.5. Shop Local SA acts as a facilitator between you and the Vendor. Each Vendor fulfills and shops its own inventory. Shop Local SA has no part in the stock and actual delivery of the products. Please contact each vendor owner directly with any enquiries in respect of their business product, warranties, disputes, shipping and refunds.

5. Refunds and Disputes

5.1. Shop Local SA acts as a facilitator between you and the Vendor in providing a system to purchase Vendor products and we do not hold any liability to you or the Vendor directly. You are to contact the Vendor directly in respect of refunds through the Vendor’s contact details listed on the Website.

5.2. Refunds must be made by the original Customer.

5.3. The Vendor is solely responsible for refunding you of purchases in accordance with these Terms, all applicable laws and any other lawful terms and conditions of sale notified to you by the Vendor during the purchase process. We are not responsible or liable for any refunds, errors in using refunds or lack of refunds by the Vendor.

5.4. You release us from all claims, demands, loss, liability, expenses and damages arising out of any dispute between you and the Vendor.

6. Disclaimer

6.1. Nothing in these Terms limit or excludes any guarantees, warranties, representations or conditions implied or imposed by law.

6.2. We provide the Marketplace, the Services and all Content accessible on an 'as is' basis and use of the Marketplace and our Website is at your own risk. The information on our Website is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on our Website, to the extent permitted by law, including the Australian Consumer Law, we make no warranty regarding the information on the website (including the Marketplace). You should monitor any changes to the information contained on the website

6.3. We do not warrant that your access to the Marketplace and use of the Services will be uninterrupted or that the Marketplace won’t have some technical glitches, that any defects will be corrected or that this Marketplace and its servers are free of computer viruses and other harmful data, code, components or other material. We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of the Website, or a linked website. You must take your own precautions to ensure that whatever you select for your use from our website is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

6.4. You acknowledge and agree that from time to time we may need to suspend access to all or a part of the Marketplace, Platforms, Services or Content while we fix defects and errors, install updates and undertake general diagnosis and maintenance of the Service or undertake emergency maintenance, and that as a result of which these applications may be less accessible or unavailable to you from time to time

6.5. We reserve the right to restrict, suspend or terminate without notice your access to our Platforms, the Marketplace, any Content, or any feature of the Platforms or Marketplace at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.

7. Liability

7.1. By engaging in our Services, you assume all risks associated with such access and use.

7.2. You may purchase goods or services from Vendors through the Website. The contract of sale of the goods or services entered into through the Website is solely between the Customer and the Vendor. We will not have any liability to a Customer or Vendor in relation to a sale transaction other than as expressly set out in these Terms or otherwise to the extent such liability cannot be excluded by law.

7.3. You acknowledge and agree that the Vendors are solely responsible for the goods and services sold and we do not have any liability to Customers in respect of such goods and services other than as expressly set out in these Terms.

7.4. To the fullest extent permitted by law, and subject to the ACL, Shop Local SA, its directors, employees, agents, contractors and related entities will not be liable to you for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss of reputation or loss of revenue (irrespective of whether the loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise) arising in connection with your use of the Services, the Marketplace, the Platforms or the Content.

7.5. Notwithstanding the above, nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the customer by the ACL or any other applicable law that cannot be excluded, restricted or modified by agreement. Where liability cannot be excluded, any liability incurred by us is limited to the supply of the Services or Content (as applicable) or the reasonable costs of having the Services or Content re-supplied, and any additional rights or remedies available to you against us for failure of a statutory guarantee under applicable law.

7.6. If the ACL applies to your use or acceptance of our Marketplace, then our Marketplace will come with guarantees that cannot be excluded under the ACL.

8. Indemnity

8.1. You agree to indemnify and hold harmless, Shop Local SA, its directors, employees, contractors and related entities (The Indemnified) from any and all claims, demands, losses, causes of action, damage, lawsuits, judgements, including reasonable legal fees and costs, arising out of or relating to:

(a) any breach of these Terms by you;

(b) your use of the Platform, the Content and the Services;

(c) any information or documentation supplied to us by you;

(d) a breach of any applicable laws by you;

(e) your breach of any third party’s rights, including but not limited to intellectual property rights,

except to the extent the loss is caused by the negligence, or a wilful act or omission, of The Indemnified

8.2. To the extent the law permits, Shop Local SA excludes all liability whatsoever to you arising out of or in any way connected with the Marketplace including any liability for consequential or indirect losses of any kind howsoever arising and whether caused by breach of statute, breach of contract, negligence or other tort. Consequential or indirect losses will be taken to include:

(a) any loss of income, profit or business;

(b) any loss in the nature of overhead costs; and

(c) any loss of goodwill or reputation.

9. Intellectual Property

9.1. Unless otherwise specified in writing, we own the Intellectual Property rights to all Content on our Platforms, excluding any Content created or uploaded by a Vendor.

9.2. All Intellectual Property which appears on our Platforms are proprietary to us and/or its affiliates. Use of this Intellectual Property without our consent will infringe our intellectual property rights.

9.3. Nothing on the Platforms or in these terms should be interpreted as granting any rights to use or distribute any Intellectual Property unless express written consent is provided by us.

10. Third Party Services

10.1. You acknowledge that certain services, including but not limited to Website functionality, are provided on our behalf by third parties.

10.2. Our website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and not are not responsible for the content on those third party sights s and have no control over or rights in those third party sites. Intellectual Property

10.3. All other use, copying, or reproduction of the Marketplace or the Content, or any part of any of them is prohibited, except to the extent permitted by law.

11. No commercial use

Other than as expressly provided in relation to Vendors in the Vendor Terms, the Website and the Marketplace is for your personal, non-commercial use only. Other than as expressly provided in relation to Vendors, you may not use the Website, the Marketplace, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website.

12. Promotions and competitions

For certain campaigns, promotions or contests, additional terms and conditions may apply. If you want to participate in such a campaign, promotion or contest, you need to agree to the relevant terms and conditions applicable to that campaign, promotion or contest. In case of any inconsistency between such terms and conditions and these Terms, those terms and conditions will prevail.

13. Unacceptable activity

13.1. You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our Website, including but not limited to:

(a) attempt to circumvent the Marketplace functionality or otherwise avoid payment of any fees;

(b) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals (including intellectual property rights);

(c) using this Website to defame or libel us, our employees or other individuals;

(d) uploading files that contain viruses that may cause damage to our property or the property of other individuals;

(e) post or distribute any unsolicited commercial messages;

(f) posting or transmitting to this Website any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is misleading, false, inaccurate, defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security; and

(g) scrape our Website or otherwise harvest or collect information from our Website without our consent.

14. Termination

14.1. We may suspend or terminate your access to our Platforms, the Marketplace or the Services, without prior notice or liability, for any reason, including but not limited to a breach of these Terms. Upon termination, your right to use the Platforms, the Marketplace or the Services will immediately cease.

14.2. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

15. Confidentiality

15.1. Unless required by law or otherwise agreed, you must keep confidential all information you receive from us which relates to Shop Local SA, or any services Shop Local SA provides and any of its Intellectual Property, other products or processes except to the extent that information is in the public domain.

15.2. You agree to delete, destroy or return (as requested) any Confidential Information or personal information provided to you when it is no longer required for the purpose for which it was given.

15.3. Any publicity advertising or other materials containing references to Shop Local SA, or using Shop Local SA Intellectual Property, must not be distributed or made public without prior written consent.

16. Privacy

16.1. Your privacy is very important to us. You acknowledge and agree that your use of our Marketplace and Services is governed by our Privacy Policy [insert link].

16.2. We collect personal information about you in order to provide you with our Services and for the purpose otherwise set out in our Privacy Policy. Customers expressly agree that we may provide their contacts to relevant Vendors to facilitate fulfilment of orders placed on the Website.

16.3. We may disclose that information to third parties that help us deliver our Services (including information technology suppliers, communication suppliers, our business partners, and Vendors and Customers as relevant) or as required by law. If you do not provide this information, we may not be able to provide all of our goods and services to you, or enable you to place orders via the Website.

16.4. We have no control or liability for the use or disclosure of information that you provide to the Vendor or any other third party to whom you submit such information.

17. Dispute Resolution

17.1. If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute unless the following clauses have been complied with.

17.2. A party to the Terms claiming a dispute (‘Dispute‘) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

17.3. On receipt of that notice (‘Notice‘) by that other party, the parties to the Terms (‘Parties‘) must:

(a) Within 21 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Conflicts Resolution Service, or his or her nominee;

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(d) The mediation will be held in Adelaide, Australia.

17.4. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

17.5. If two weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

18. General

18.1. The laws of the state of South Australia govern these Terms and the parties agree to submit to the non-exclusive jurisdiction of the courts of South Australia, Federal Court of Australia, and all other courts entitled to hear appeals from those courts.

18.2. The failure by either party to enforce any provision of these Terms shall not be treated as a waiver of that provision shall it affect that party’s right to subsequently enforce that provision.

18.3. If any provision of these Terms shall be invalid, void, unlawful or unenforceable, the provision will, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and will not in any way affect any other circumstances of or the validity or enforcement of the remaining terms.

18.4. We may licence, subcontract and/or assign all or any part of our rights and/or obligations under these Terms without your consent.

18.5. These Terms do not create any commercial obligation between you and us beyond these Terms, including but not limited to an agency, partnership, joint venture, employment or franchisee relationship.

19. Survival

The Warranties, Indemnity, Confidentiality and Dispute Resolution provisions survive termination or expiry of this agreement.