Vendor Agreement

WARNING! THIS IS A LEGALLY BINDING AGREEMENT THAT GOVERNS YOUR REGISTRATION AS A ‘VENDOR’ ON THE TRIBEES MARKETPLACE

Capitalised terms used in this Vendor Agreement have the meaning given to them in the Website Ts & Cs, unless the context otherwise requires.

• Acceptance of our Terms

  • By registering to become a ‘Vendor’ on the Tribees Marketplace available on the Tribees’ Sites and/or using the services available to Vendors in connection with the Marketplace (the “Services for Vendors”) you agree to be bound by this Vendor Agreement, which is additional to, supplements and is otherwise deemed incorporated into our Website Ts & Cs (together, the “Vendor Agreement”).
  • You understand, agree and acknowledge that this Vendor Agreement constitutes a legally binding agreement between the person(s), company or organisation being registered as a ‘Vendor’ on the Sites and you shall be deemed to have accepted the terms of this Vendor Agreement upon registering to become a ‘Vendor’ or by using the Services for Vendors.
  • If you register on behalf of a partnership, company or organisation, then:
    • you promise that you have the authority to agree to this Vendor Agreement on behalf of the partnership, company or organisation for which you are registering;
    • you acknowledge that the partnership, company or organisation shall be bound to the terms of the Vendor Agreement; and
    • a reference to ‘you’ or ‘your’ or ‘person’ throughout this Vendor Agreement shall include a reference to the relevant partnership, company or organisation unless the context otherwise requires.

• Obtaining Approval as Vendor

  • In order to become approved as a ‘Vendor’ you will be required to submit certain information and details regarding your business and your products.
  • Tribees has the right to approve or reject Vendor applications at its sole discretion.

• Vendor Subscription Fees

  • As an approved Vendor you will be charged a subscription fee at agreed intervals (the “Vendor Subscription Fee”).
  • If you do not pay your Vendor Subscriptions Fees at any time, then we may remove access to your Store and cancel your Vendor Account.
  • You must also provide valid credit card details via ‘Stripe’ to pay the Vendor Subscription Fee. To be clear, we do not collect or store your credit card details.
  • You promise you are authorised to use the credit card you provide in connection with your use of the Sites (and payment to Tribees and third parties) and you authorise that credit card to be charged the Vendor Subscription Fee at the then-current published rate for your chosen plan. Such fee will be charged in advance on the first day of your subscription period (the “Billing Cycle Start Date”).

• Creating Your Store

  • If you are approved as a registered Vendor on the Marketplace and pay the Vendor Subscription Fees, you will be entitled to:
    • create a Vendor page on the Marketplace through which you will be able to make Products available for sale (the “Store”); and
    • sell Products via your Store.
  • You must populate your Store in accordance with the instructions provided by Tribees (including, without limitation, by providing images, videos and other information regarding your Products and your activities or passion for healing the world).
  • You must also set up a method to receive payment for your Products, including (without limitation) creating a ‘Stripe’ account as instructed by Tribees.

• Selling Products via Your Store

  • You may only sell Products via the Store which meet our ‘Prohibited Products Policy’
  • You promise that when creating your Product listing and/or discussing listed items with us or other users, you will act honestly and in good faith and will not provide any misleading or deceptive (whether express or implied) information (including withholding information).
  • When creating a listing on your Store you must complete all required fields accurately and correctly.
  • You promise that you have full power and authority to list and sell all Products you make available on the Sites.
  • You may remove your listing at any time. We may also remove any or all of your listings at any time for any reason at our sole discretion, including (without limitation) if it has become obsolete or cannot be proven to comply with our Products Policy.
  • You agree that you (and not us) will be solely and fully responsibility and liable for each of the Products you make available on the Sites, including the content and description of the listing (and ensuring that such the description of all listings match the items being made available), the availability of the item being listed and any damaged caused as a result of your acts or omissions in connection with the listed Product.
  • When you submit content to the Sites you simultaneously grant us a royalty-free, worldwide, irrevocable, perpetual license to publish, display, modify, distribute, communicate, syndicate and otherwise use in any manner throughout all media such content – and you promise you have the rights to do so.

• Proceeds of Sale of Products

  • You authorise Tribees to collect and hold the proceeds of sale of any Product (“Sale Proceeds”) until up to 72 hours after we have been notified that the Product has been correctly shipped by you.
  • You will be paid the Sale Proceeds within 3-14 working days of confirmed dispatch of order (depending on how long it takes for payments from Shoppers to reach our accounts).

• Tribees’ Commissions

  • When you make a sale through your Store, you will be charged a commission at the then-current published commission percentage based on the sale price you display for that Product plus any amount you charge for delivery and gift wrapping (“Tribees’ Commission”).
  • Tribees’ Commission is deducted from the payment at the time each sale occurs, and is reflected in reports and/or notifications provided to you. For the avoidance of doubt, you irrevocably authorise us to deduct Tribees’ Commission from sums received by us from a Shopper.
  • We may change the commission percentage on which Tribees Commission is calculated at any time by giving you at least 60-days notice.
  • It's important to note that all service fees, including pre-paid fees, are non-refundable.
  • A Shopper may from time-to-time use discount vouchers/codes, this total may be discounted from the total Sales Proceeds ultimately payable to you.
  • Any act or omission intended to avoid paying and/or reducing Tribees’ Commission is considered fee avoidance and is strictly prohibited by Tribees. This includes, for example, encouraging a Shopper to purchase an item in your Store through another platform. A transaction initiated on the Marketplace may not be completed off the Marketplace. The price stated in each listing description must be an accurate representation of the sale value. A Vendor may not alter a Product’s price after a sale for the purpose of avoiding any Commission Fees or other transaction fees or misrepresent the Product’s location.
  • Where legally required, Tribees will report your personal details and details of your transactions to relevant governmental authorities.

• Vendor General Obligations and Restrictions

  • You must not deliberately entice or encourage a Shopper to purchase your Products from locations other than the Sites or otherwise solicit business from a Shopper who you initially sold to via the Sites. Accordingly, you may not include domain names or details on your Store which provide other locations at which the Products may be purchased.
  • To the extent permitted by law, you agree that you shall not advertise or sell your Products in your own store or website (i.e. outside of the Marketplace) at a price which is lower than the price the Product is listed on the Marketplace.
  • You must keep all your Product, sales and shipping information up to date and accurate.
  • You may not use or contact Shoppers using their details obtained via the Sites to promote the purchase of Products outside the Marketplace.

• Third Party Service Providers

  • Tribees has engaged third-party service providers that provide you with regulated payment services and perform many of the services related to payment processing, including card processing, disbursements, currency exchange, identity verification, fraud analysis, and regulatory compliance.
  • Tribees partners with Stripe and other payment providers to facilitate card payments and other payments and the disbursement of funds to Vendors. The provider and processing time for your payment will vary based on the country in which you're located.
  • Tribees may share your personal or transactional information with those third-party service providers for purposes related to payments processing.
  • If Tribees receives notice that your Store’s Products or activities violates a third party's service agreement, we may at our sole discretion take action against your Account to comply with their policies. Such actions may include cancelling a transaction, disabling listings from your Store, suspending or terminating your selling privileges, or removing certain payment methods.

• Returns and Refunds

  • You must refund Shoppers, if we deem it to be required by law or otherwise deem it is fair and reasonable (at our sole discretion) to do so, including (without limitation) in accordance with our Terms of Purchase, any ‘Refund Policies’ we implement from time-to-time by Tribees or your own ‘Returns Policy’ (if any).
  • You may set your own ‘Returns Policy’ on your Store, provided that it complies with minimum legal requirements, does not contradict or conflict with the terms of this Vendor Agreement or our policies or the Website Ts & Cs.
  • You acknowledge that, in Australia, consumers have a legal right to obtain a refund from a business for goods or services purchased if the goods or services are faulty, not fit for purpose or don't match the description. You may not provide or include information in your listing or your own Returns Policy (if any) which may mislead Shoppers about their rights or your Products. You must advise Shoppers that they may have rights under the Australian Consumer Law, if requested.
  • If the Shopper is requesting to return an item for "change of mind” reasons, your own ‘Returns Policy’ will apply – including which party is responsible for return postage costs. You may at your discretion accept or deny a ‘change of mind’ return request if it falls outside your return policy.
  • You acknowledge that we may automate some aspects of the returns process, if no reply is received to a return request within 72 hours.
  • You acknowledge and agree that we may exercise our reasonable discretion to make a final decision on any returns where a Vendor and Shopper cannot come to agreement.
  • You agree that:
    • you will try your best to reply to the Shopper within 72 hours of receipt of any return claims or disputes;
    • you will comply with the law relating to the contract formed between you and the Shopper in connection with purchase, including (without limitation) accepting cancellations and returns in accordance with your Returns Policy;
    • when you have an obligation to return money to a Shopper for any reason (including pursuant to the law the Refund Policy or your own Returns Policy, you will do so promptly (and hereby authorise us to refund money and set off such refunded money with other monies due to you);
    • in the event that a Product ordered is not available, you must promptly notify the Shopper and offer a replacement product or promptly refund any money paid; and
    • you will provide information to us in respect of any claim for non-delivery and any dispute as to payment, so as to enable us to identify the possibility of fraud or error.
  • If an action by a Shopper results in a refund being granted by us, you agree that we may deduct the sum refunded, together with any transaction or bank fees, from any sums due to you.
  • If you or we accept any cancellation and consequently refund money to a Shopper, we are not obliged to repay our Tribees Commission to you.
  • If, in our discretion, we believe that your performance as a Vendor results in a significant number of refunds and/or Shopper disputes or if we believe you are in breach of this Agreement, we are free to hold back payments to you until we are satisfied that disputes and/or issues have been settled and/or breaches rectified.

• Ambassador Arrangements

  • Ambassador’s may request that one or more of your Products appear for sale on the Ambassador’s Page as being endorsed by the Ambassador. If they do, you may choose to accept their offer to become an ‘Ambassador’ of the Product(s) or reject their offer.  If you accept the offer, then an ‘Ambassador Arrangement’ will be deemed to have been reached in connection with the relevant Product (each an “Ambassador Arrangement”) and the Ambassador will be deemed to have endorsed the relevant Product (each an “Endorsed Product”).
  • You shall be entitled to contact Ambassadors to request them to offer to endorse one or more of your Products. If the Ambassador follows the instructions to become an Ambassador of such Product, then an Ambassador Arrangement will be deemed to have been reached in connection with the Endorsed Product.
  • You or the Ambassador may elect to end the Ambassador Arrangement at any time via the notification process on the Sites.
  • During the period an Ambassador Arrangement is in place in connection with an Endorsed Product:
    • the Endorsed Product will appear on your Ambassador Page;
    • the Ambassador will be entitled to receive the Ambassador Commission (set out below) in connection with the sale of the Endorsed Product via the Marketplace; and
    • you will be entitled to make reference on the Sites only to the fact that the Ambassador has endorsed the relevant Endorsed Product.

• Ambassador Commission

  • If a Shopper adds an Endorsed Product to the Shopper’s ‘cart’ by following the link to the Endorsed Product from the relevant Ambassador Page and then subsequently purchases that linked Endorsed Product, then the Ambassador shall be entitled to a percentage of the sale price of that Endorsed Product at the then-current published Ambassador Commission percentage (the “Ambassador Commission”), provided the Product is not returned within 30 days of delivery to the Shopper.
  • If Tribees is notified that the Endorsed Product has been successfully returned by the Shopper within 30-days of delivery to the Shopper, then the amount of the Ambassador Commission will be refunded to the Shopper. If Tribees has not received such notification, then neither Tribees nor the Ambassador will be required to return the Ambassador Commission and, for the avoidance of doubt, the Vendor must refund the full purchase price paid by the Shopper (including an amount to cover the Ambassador Commission).
  • Ambassador’s are not restricted from agreeing to endorse products of other Vendors, even if an Ambassador Arrangement exists in connection with your Endorsed Products. Notwithstanding the foregoing, you agree that Tribees shall be entitled to implement limitations, rules and policies regarding Ambassador Arrangements and exclusivity requirements.

• Tax and Charges

  • You are generally responsible for collecting and paying any taxes associated with using and making sales through Tribees services. For more information about your tax obligations, please contact the Australian Taxation Office.
  • In any jurisdiction where we have an obligation to collect tax on consumer purchases:
    • we may add the applicable tax to the Product price displayed to the Shopper;
    • we may display the tax amount during the purchasing process; and
    • we are entitled to handle the tax in accordance with relevant laws.
  • You acknowledge and agree that where we have an obligation to collect tax on consumer purchases, we may not report tax collected to you.
  • Tribees’ Commission is calculated prior to the deduction of any withholding taxes and Tribees is entitled to collect and retain the full amount of the Tribees Commission calculated without regard to such taxes.

• Code of Conduct and Policies

  • You agree that you shall comply with all codes of conduct, policies and rules implemented by us.
  • You must obtain and maintain any and all insurances, permits, licences and authorities which are required by law or our policies in or to operate your Store and business, sell Products and comply with your legal requirements.
  • You may not link your Store to any other store, website or platform outside of the Marketplace and you must not provide to Shoppers any directions or instructions to access any other store, website or platform which may sell your Products.

• Suspension and Cancellation

  • You may suspend your subscription plan at any time, but you must do so before it automatically renews at your next Billing Cycle Start Date in order to avoid being charged a further month’s subscription fee. If your subscription plan is suspended, then it will remain active until the beginning of the next Billing Cycle Start Date.  If we do not receive payment of your Vendor Subscription Fee, then your subscription plan will be deemed suspended immediately.
  • Your subscription plan may remain suspended for up to 12 months (the “Suspension Period”). During the Suspension Period you may access your Account, but you will not have access to all the functions of the Sites or our services (and you will not be able to sell Products).  If you renew your subscription plan during the Suspension Period, then you will regain full access to the Sites, your Store and our services, including retaining all your up-to-date listing.  You Billing Cycle Start Date will commence on the date you renew your subscription.  If you do not renew your subscription plan during the Suspension Period, then at the end of the Suspension Period you will be deemed to have cancelled your Account in accordance with the following paragraphs.
  • You may cancel your Account at any time. If you cancel your Account, then your subscription plan will automatically be cancelled.  If you cancel your Account and/or your Account is terminated, then you will lose and/or forfeit all features, benefits and inclusions (including all existing credits) connected with your Account and you will not be able to renew such Account after cancellation or termination.  To be clear, if you cancel your Account, then it and your Store will be deleted and may not be reactivated - you shall not be entitled to any compensation and all your listings and history will no longer be available to you.  If you cancel your Account prior to your next Billing Cycle Start Date, then you will be entitled to a pro-rata refund of your Vendor Subscription Fees for the period remaining in your monthly subscription plan.
  • We reserve the right to suspend or cancel your Account, Store and or subscription at any time for any or no reason at our sole discretion.

• Termination of Agreement

  • We may terminate or suspend this Agreement at any time by giving you written notice. If we notify you of such termination, then you shall immediately lose access to your Store.
  • For so long as you use the Sites, the Website Ts & Cs will continue to apply. Terms that are to continue in perpetuity shall be unaffected by any termination of the Website Ts & Cs.

• Changes to the Terms

  • We reserve the right to modify the terms of this Vendor Agreement at any time at our sole discretion by giving you written notice and your continued use of your Store after any changes to this Agreement will signify your agreement to be bound by the amended version of this Vendor Agreement.

• Relationship

  • Nothing in this Vendor Agreement is intended to create a partnership, agency, employment or fiduciary relationship between us and you (or any user of the Sites).

• Miscellaneous

  • All fees are listed exclusive of any goods and services tax or similar taxes that may apply, unless otherwise indicated.
  • For the avoidance of doubt, a reference to ‘Account’ in Website Ts & Cs includes a reference to your Store under this Agreement.
  • For the avoidance of doubt, the terms and conditions set out in the Website Ts & Cs, shall be read into this Vendor Agreement and apply to the terms of this Vendor Agreement.