Terms & Conditions
ONEzoo (EARTHINGS PTY LTD).
ABN:636 1128 5173
3/64 Cambria rd
VIC 3163, Australia
ONEzoo.com.au
Terms and Conditions of use for the ONEzoo System
1. Background
These terms and conditions are the contract between you and ONEzoo (‘EARTHLINGS PTY LTD) ("Us", “Our” or "we", etc). By visiting or using Our Website, you agree to be bound by them.
We are ONEzoo, (Australian Company Number 611 285 173), incorporated in Australia. Our registered office is at 3/64 Cambria Rd, Keysborough, Victoria, Australia 3173.
References to ‘You or ‘Your’ means any visitor or Member to this site, whether they be interested in Buying, browsing, or Selling.
2. Definitions
| “Buyer” | Those people or organisations purchasing items from a Seller; |
| "Commission" | means the commission you pay us, calculated as percent (%) of the value of sales made by you through us, exclusive of GST (where applicable), percentage may vary and subject to change; |
| "Content" | means the textual, visual or audio content that is encountered on Our Website. It may include, without limitation: text, images, sounds, videos and animations. It includes content Posted by you both directly to offer your Products for sale and indirectly, for any other purpose; |
| "Device" | includes any computer, mobile phone, workstation, electronic application or electronic receiving device; |
| "Our Website" | means any website, mobile application or Service designed for electronic access by mobile or other fixed Device which is owned or operated by us or any member of the EARTHLINGS PTY LTD group of companies. It includes all of the hardware and software installations that enable our website to function. |
| "Post" | means place on or into Our Website any Content or material of any sort by any means. |
| "Product" | means any item offered for sale on Our Website, whether physical goods or downloads, together with all supporting text, and information in any medium. |
| "Service" | means all of the services available from Our Website, whether free or charged. For the sake of good order "Service" does not include any service offered for sale on Our Website by any person other than us. |
| "Software" | Means the Software which constitutes the ONEzoo App or which provides any electronic function which supports the use of it. |
| “Seller/Supplier” | means a person or organisation whose Products or Services are offered for sale through the ONEzoo App |
| "ONEzoo or Our App" | means our ONEzoo mobile and app which enables a user of a Device to select, order and pay for goods using that Device via the Internet. It includes any “app” or other product, material or thing offered for licence by us on Our Website, including supporting material, in hard or soft copy, and whether or not bought by you. A reference to “ONEzoo” shall be a reference to all or part of the ONEzoo App. |
| "Your Existing Customer"
"Member"
| These are anyone who has purchased from you in the past 12 months, prior to you getting a lead, order, referral or the like from this customer from us at ONEzoo. You maybe required to send us proof of this.
Means and Buyer or Seller on the Website who has successfully completed a registration form and is eligible to Use the Website.
|
3. Interpretation
In this agreement, unless the context otherwise requires:
2.1. a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. a reference to a person includes reference to that person's successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.4. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.5. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.6. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
2.7. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated $100 per hour.
2.8. all money sums mentioned in this agreement are calculated net of GST (if applicable), which will be charged when payment is due.
3. About the Website
3.1. The Website is a service. The Website only facilitates interactions between the Buyer and the Seller, making it easier for the Seller and the Buyer to locate, communicate, arrange payment and deliver the services in a fast and secure manner (the 'Services').
3.2. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, you acknowledge that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of its products or Services, immediately.
3.3. We reserve the right to review and change any of the Terms by updating this page at its sole discretion. When we update the Terms, we will use reasonable endeavours to provide you with notice of updates of the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records. Your use of this Website following the posting of such shall constitute your acceptance of any such changes.
4. Membership of the Website
4.1. To buy or sell items on the Website, you must first register to become a member. Suppliers may sign a supplier’s form which can be found supplier.onezoo.com.au/become_a_supplier.php. Buyers must complete a Buyer’s form, which can be found https://onezoo.com.au/signup.
4.2. Once you have completed the registration process, you will be a registered member of the Website and agree to be bound by these terms. As a Member, your user details create a universal account that can be used for both purchasing and supplying goods through the Website.
4.3. As part of the registration process, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to:
4.3.1. first and last name;
4.3.2. an email address;
4.3.3. mobile number;
4.3.4. a password;
4.3.5. address;
4.3.6. business details.
4.4. You warrant that any information you give to Us in the course of completing the registration process will always be accurate, correct and up to date.
4.5. You may not use the Services and may not accept the Terms if:
4.5.1. you are not of legal age to form a binding contract with ONEzoo; or
4.5.2. you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services;
4.5.3. you breach any terms of this Website, including clauses 11 and 12 of these Terms and Conditions.
5. Information for Sellers
5.1. The relationship between us and the Seller is solely that:
5.1. in consideration of the Commission charged by us, we provide an internet marketplace as an arm's length contractor for the purpose of facilitating the sale only.
5.2. we act as an agent to the Seller solely in the collection of money paid by a Buyer.
5.3. we are not partners or joint venturers.
5.2. If you place a Product for sale on Our Website, you do so subject to these Terms.
5.3. In consideration of the Commission, we provide for you a marketplace to buy and or sell various products. The amount of the Commission may change from time to time.
5.4. We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.
5.5. In contracting with users of Our App, we make certain assumptions as to your compliance with the law and to the procedures set out on Our Website and named the "Service Level Commitment". You agree to comply so far as your business model permits, with those procedures.
5.6. Insofar as we provide points of guidance on Our Website, relating to product delivery, returns, payments and other practical matters, such guidance is not to be interpreted as appropriate to your particular Products or circumstances. They do not differentiate between the compliance requirements of different merchants nor do they cover exclusions which may apply to you or to some of your Products. Accordingly, you must not assume that you have complied with the law by adopting our standards. Accordingly, your compliance must be provided by:
5.6.1. your business procedures;
5.6.2. all of the pre-purchase information you give to prospective Buyers;
5.6.3. the content on your website.
For the sake of good order, we remind you that the law provides that all information of whatever nature, provided to a Buyer, is deemed to be relevant and true.
5.7. Although we are not a party to your contract with a Buyer introduced to you via Our Website, we shall remove your Products from offer if a Buyer or site visitor has a valid complaint against you.
5.8. Subject to this agreement and to the procedures set out on Our Website, you may enter a Product for sale through Our Website.
5.9. As Seller, you can elect which means of payment you prefer the Buyers to use.
5.9.1. If you elect to utilise a credit card payment model, then we will manage the transaction process and collect that money on your behalf. In this case, we will then deduct our Commission before supplying you with your share. By using this method, you authorise us to collect this money on your behalf.
5.9.2. If you elect to use any other method of payment, an invoice will be sent to you by Us at the end of each calendar month for immediate payment of our Commissions.
5.10. If any dispute as between you as the Seller and a Buyer emerges, you acknowledge that this is not our responsibility, and you indemnify us against any claim of any kind or nature, including legal fees.
6. Information for Buyers
6.1. We operate as a marketplace for you to browse and purchase Products from the Sellers. We are neither a buyer nor seller of Products offered for sale in any form. We are not either a principal or agent in a buying transaction.
6.2. We do not offer Service in all countries. We may refuse service if you live in a country we do not serve.
6.3. In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Service given on Our Website.
6.4. ONEzoo is a marketplace. We are agents of a Seller only. To the extent of use of Our Website as a platform for sale of his/her/its Products and, if required by the Seller to do so, for collection and forwarding of your money. We are not responsible to you further than to take your money and pass it to the Seller.
6.5. We welcome any comment or complaint about a Seller, which you make through Our Website. We may act upon a complaint in our discretion, for the benefit of the body of our members.
6.6. We are not responsible for delivery of any Product you order or for the returns and repayment procedure should you decide to return a Product for any reason.
6.7. In any dispute with a Seller, you should deal only with the Seller. We have neither legal obligation nor detailed information about the Product, and you acknowledge that as an agent of the Seller only, any dispute as between you and the Seller is not our responsibility and you indemnify us against any claim of any kind or nature.
6.8. We may change this agreement in any way at any time. The version applicable to your contract is the version which is Posted on Our Website at the time you buy a Product.
7. The buying and selling procedure
7.1. Information for Buyers
7.1.1. ONEzoo is not responsible for the fulfilment of a contract to buy a Product. As Seller, it is your responsibility to deal directly with the Seller
7.1.2. Prices listed on Our Website by Sellers are exclusive of any applicable GST or other taxes.
7.1.3. Unless it is clear to the contrary, Buyers may assume that every sale is made by a Seller in the course of his/her/its business.
7.1.4. Products may be offered for sale subject to any discount or promotion arranged between ONEzoo and the Seller.
7.1.5. If We have underpriced an item in error, We will not be liable to supply that item to you at the stated price, provided that we notify you before We dispatch that item(s) to you.
7.1.6. Subject to discounts and promotions, Products are offered for sale at a fixed price. GST or other consumption tax may be due and will be either included in the price or shown separately. If not shown, it will not be charged.
7.1.7. All Products will be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by the Seller for each item offered for sale. It may be changed at the discretion of the Seller.
7.1.8. Neither we nor the Seller can be responsible for action by any governmental authority. We do not know and are not responsible for duties, taxes, delays or impounding of any item.
7.1.9. Any detail given by us in relation to exchange rates is approximate only and may vary from time to time.
7.1.10. For security purposes (yours and ours) we will not permit more than a maximum number of transactions with you in a given period of time.
7.2. Information for Sellers
7.2.1. A contract to sell a Product offered by the Seller is a firm and binding contract as soon as the Buyer's payment has been accepted by our payment service provider.
7.2.2. Deliveries of hard copy and physical Products will be made from your premises, by post or by a carrier instructed by you subject to the contract between you and your Buyer. In your contract with a Buyer, you should clearly specify the mode of delivery and expense involved.
7.2.3. In the absence of information to the contrary, you agree to despatch a Product within three days of notification of order by us, by a method likely to reach the Buyer within a further seven days.
7.2.4. You will notify the Buyer by email on the date of sending, that the Product has been despatched and of the expected delivery date.
7.2.5. If at any time, any Buyer notifies you of non-delivery within the timescale offered by you on Our Website, you will investigate immediately and advise the Buyer of what you are doing to rectify the issue and when you expect to be able to deliver the Product.
7.2.6. If it is apparent that a Buyer has not received a Product within 14 days of the expected delivery date, you will refund money paid, including any delivery charge. This is a condition of your contract with us because of our reputation, as well as yours, is at stake in those circumstances.
7.2.7. Products may be offered for sale subject to any discount or promotion arranged between you and us.
7.2.8. Subject to discounts and promotions, Products are offered for sale at a fixed price, inclusive of GST (if applicable).
7.2.9. All Products will be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by you for each item offered for sale. It may be changed at your discretion. Once you have sold an item, the delivery charge offered by you at the time of purchase cannot be increased.
7.2.10. You agree to provide an adequate stock of any Product placed by you for sale through Our Website and to tell us, through your control panel, if at any time your supply is exhausted. If that happens, you must also remove the Product from sale or mark it as unavailable.
7.2.11. The Seller agrees to comply with the requirements implied in the returns policy set out on Our Website.
8. Warranties
8.1. You now warrant that:
8.1.7. you have the authority to enter into this agreement and bind the person or organisation named by you as the Seller or Buyer;
8.1.8. you own the copyright in all Content you may Post to Our Website or that you have the permission of the owner to use it and to grant this licence to Us.
8.1.9. you know of no lawful reason why any person should object to or claim for infringement of, any intellectual property right relating to any Content you may Post.
8.2. As Seller, you further warrant that
8.2.1. any Product you place on Our Website for sale:
8.2.1.1. does not infringe the intellectual property rights of any person;
8.2.1.2. does not offend against the law of any country whose citizens might purchase it;
8.2.1.3. is not intended primarily to advertise any business, except your business, so far only as it is carried on through ONEzoo.
8.2.2. you own the intellectual property rights in any Product you place on Our Website for sale, or that you have the permission of the copyright owner:
8.2.2.1. to place the Product on Our Website for sale;
8.2.2.2. to receive the net proceeds of such sales as arise;
8.2.2.3. to defend the copyright in the Product.
9. Your account and personal information
9.1. When you visit Our Website as a Member, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
9.2. You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
9.3. You agree to notify us of any changes in your information immediately.
9.4. We may terminate your account immediately and without notice to you if you fail to notify us of any such changes.
10. Restrictions on what you may Post to Our Website
10.1. We invite you to contribute Content to Our Website in several ways, as for example to upload information and sales material to promote your products/services. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.
10.2. We do not undertake to moderate or check Content Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.
10.3. You agree that you will not use or allow anyone else to use Our Website to Post Content, upload Content or undertake any activity which is or may:
10.3.1. be unlawful, or tend to incite another person to commit a crime;
10.3.2. be obscene, offensive, threatening, violent, malicious or defamatory;
10.3.3. be sexually explicit or pornographic;
10.3.4. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
10.3.5. use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement.
10.4. In connection with the restrictions set out above, we may refuse or edit or remove a Posting which does not comply with these terms.
11. Restricted content
11.1. In addition to the restrictions set out above, a Posting must not contain:
11.1.1. hyperlinks, other than those specifically authorised by us;
11.1.2. keywords or words repeated, which are irrelevant to the Content Posted.
11.1.3. the name, logo or trademark of any organisation other than yours.
11.1.4. inaccurate, false, or misleading information;
11.1.5. material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old.
12. Removal of offensive Content
12.1. We are under no obligation to monitor or record the activity of any Member for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
12.2. If you are offended by any Content, the following procedure applies:
12.10. Your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.
12.11. we shall remove the offending Content as soon as we are reasonably able;
12.12. after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
12.13. we are free to either re-instate your content, or not, as we decide.
13. Grant of Licence
13.1. In Posting data through our Service you grant to us an irrevocable, sub-licensable, licence to display your Product in images and text in the public domain. In doing so you understand and accept that we shall grant a sub-licence to any person in any terms we may from time to time decide, to download your Product images or any other Content, to his mobile phone.
13.2. We will use that licence only for commercial purposes in reference to ONEzoo and or EARTHLINGS PTY LTD and will stop using it after a commercially reasonable period of time.
13.3. You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Content as provided in the Copyright Act 1968.
13.4. You now irrevocably authorise us to publish feedback, comments and ratings about your activity through Our Website, even though it may be defamatory or critical.
13.5. Posting Content does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
13.6. You understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
13.7. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
13.8. Please notify us of any security breach or unauthorised use of your account.
13.9. We do not solicit ideas or text for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted to us a licence to use it.
14. Seller’s Product
As Seller, you agree:
14.1. not knowingly to place any Product for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.
14.2. to make suitable arrangements for the delivery of each Product, including packaging and carriage, so that you can comply with the delivery terms you have given to us.
14.3. immediately to remove from sale on Our Website any Product which for any reason, you are unable to supply.
14.4. not to re-place any Product we remove from offer for sale.
15. Product Returns
15.1. As Seller, you agree that you will at all times:
15.1.1. reply promptly and in any event within 24 business hours to any Buyer message or other correspondence;
15.1.2. comply with the law relating to all aspects of the contract between you and the Buyer, relating in particular to your obligations to provide full information and accept cancellation and returns. However, you may also offer more favourable terms to your Buyers as per your own returns and refunds policy set out on your website or otherwise in your terms and conditions.
15.1.3. when you have an obligation to return money to a Buyer for any reason, you will do so immediately in line with the returns & refunds policy set out on Our Website;
15.1.4. immediately tell your Buyer in the event that Products bought are not available.
15.1.5. comply with our procedures relating to satisfaction of an order, Products returned and payment as set out on Our Website from time to time.
15.1.6. 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.
15.2. As Buyer, you acknowledge that these provisions apply in the event that you return any Product to the Seller for any reason:
15.2.1. You should examine Product on receipt to check for possible defects and to satisfy yourself that it complies with your order, is of merchantable quality and in safe, clean and usable condition.
15.2.2. The Product must be returned to the Seller as soon as any defect is discovered but not later than 14 days.
15.2.3. The product should be returned in accordance with the procedure set out on the Seller’s website or otherwise in his terms and conditions.
15.2.4. So far as possible, a Product should be returned:
15.1.1. with both Product and all packaging as far as possible in their original condition;
15.1.2. securely wrapped;
15.1.3. including the Seller’s delivery slip;
15.1.4. at your risk and cost.
15.2.5. In returning a defective Product, please enclose with it a note clearly stating the fault and when it arises or arose.
15.2.6. If the Seller agrees that the Product is defective, he/she/it will send a new copy to you or refund the full cost you have paid, in accordance with Australian Consumer Law.
16. Our Commission, Payment and Credit Card Security
16.1. Information for Sellers
16.1.1. Your Product will be sold at the price you place on it, subject to these terms, and to subject also the requirements we set out on Our Website from time to time.
16.1.2. Our Commissions are payable at the point of sale. You irrevocably authorise us to deduct them from sums paid to us by your Buyer.
16.1.3. Our Website selling system is an automated system which can be followed by you through a "control panel".
16.1.4. you may not artificially inflate the delivery charge and reduce the price of the Product in order to reduce our Commission. If we believe that you do so, we may immediately cease to deal with you.
16.1.5. We will pay you within 14 days of confirmed despatch of order.
16.1.6. If you have a bank account located in the Commonwealth of Australia, we will transfer money via the Internet, in full.
16.1.7. We will send you a recipient created tax invoice for our charges.
16.1.8. If we do or could earn interest on any cash balance in our control for the period between payment by a Buyer and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.
16.1.9. If an action by a Buyer results in a charge back to our account, you agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to you.
16.1.10. If you or we accept any return from a Buyer and consequently refund his payment, we are not obliged to repay Commission to you.
16.1.11. If in our discretion we believe that your performance as a seller results in a significant number of charges back and/or Buyer 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 have been settled and/or breach rectified.
16.1.12. Credit Card payments are processed on our page, but the transaction is not controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment. Details of those service providers can be found here http://bit.ly/2n3b7f7. We are not responsible for any electronic funds transfer problems that may arise, and you acknowledge that this is reasonable.
16.1.13 Your existing customers may from time to time be subject to discounts for use on ONEzoo, when applicable you maybe required to show ONEzoo proof that this is your existing customer. Proof such as invoices dated withing the 12 months prior to a lead, order, referral or the like from the customer being sent from our service or representative.
16.1.14 If you decide to exit the platform or are terminated, we will charge an exit fee payable prior to your exit. We charge an exit fee of 3 month’s commission based on the annual commission(monthly average) for the period leading up to the termination.
16.2. Information for Buyers
16.2.1. We take care to make Our Website safe for you to use.
16.2.2. Credit Card payments are processed on our page, but the transaction is not controlled by us. We use a third party service named We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment. Details of those service providers can be found http://bit.ly/2n3b7f7. We are not responsible for any electronic funds transfer problems that may arise, and you acknowledge that this is reasonable.
16.2.3. If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
17. Indemnity
17.1. You agree to indemnify us against any loss, damage or liability, suffered by us at any time and arising out of:
17.1.1. any act, neglect or default of yours in connection with this agreement or with any Product of yours or with your use of our Services, including but not limited to any information supplied by you that we add to Our Website at your request;
17.1.2. your breach of this agreement;
17.1.3. your failure to comply with any law;
17.1.4. any act, neglect or default by any agent, employee, or licensee or of yours;
17.1.5. any contractual claim arising from your use of the Services;
17.2. This indemnity shall include all costs reasonably incurred by us without the need to prove they were necessary.
18. Security of Our Website
18.1. If you violate Our Website we reserve our right to take legal action against you.
18.2. You now agree that you will not, and will not allow any other person to:
18.2.1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
18.2.2. link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
18.2.3. download any part of Our Website, without our express written consent;
18.2.4. collect or use any product listings, descriptions, or prices;
18.2.5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
18.2.6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
18.2.7. hide or remove the banner advertisements on any page of Our Website;
18.2.8. share with a third party any login credentials to Our Website;
18.3. Despite the above terms, we now grant a licence to you to:
18.1.14. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any Product or Service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
18.1.15. you may copy the text of any page for your personal use in connection with our business.
19. Storage of data
19.1. You agree that bandwidth and storage requirement shall not exceed the amount ordered by you.
19.2. If your bandwidth and storage requirement exceeds the contractually ordered amount we may at our discretion:
19.2.1. charge the price currently charged by us for the additional usage you have used, such charges to be paid within 30 days of the invoice date or
19.2.2. if in our opinion your usage puts at risk the continued Services provision to other Buyers, we may limit the Services we provide to what we have agreed to our contract with you. We may not be able to give you notice of this.
19.3. We may, from time to time, set a limit on the number of messages you may send, store, or receive through the Service. We may delete messages in excess of that limit. We shall give you notice of any change to your limit, except in an emergency.
19.4. We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.
20. Copyright and other intellectual property rights
20.1. All Content on Our Website, for example, page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of products for sale. It is all protected by international copyright laws.
20.2. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement or with our written consent.
20.3. For the avoidance of doubt, you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.
21. Disclaimers and limitation of liability
21.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
21.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this subparagraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
21.3. We make no representation or warranty that our Service will be:
1.1.16. useful to you;
1.1.17. of satisfactory quality;
1.1.18. fit for a particular purpose;
1.1.19. data-secure;
1.1.20. available or accessible, without interruption, or without error.
21.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
21.5. We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
21.6. We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
21.7. You acknowledge that our Service may also be interrupted for reasons beyond our control.
21.8. You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to our Service.
21.9. You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a Buyer.
21.10. Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
21.11. Our total liability under this agreement, however it arises, shall not exceed the sum of $1,000. This applies whether your case is based on contract, tort or any other basis in law.
21.12. This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
21.13. If you become aware of any breach of any term of this agreement by any person, please tell us by email. We welcome your input but do not guarantee to agree with your judgement.
21.14. Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
22. Privacy
We take your privacy seriously and any information provided through your use of the Website is subject to Our Privacy Policy, which is available at https://onezoo.com.au/privacypolicy.
23. Dispute Resolution
23.1. Compulsory: 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 (except where urgent interlocutory relief is sort).
23.2. Notice: 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.
23.3. Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
23.3.1. Within 14 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;
23.3.2. 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 Australian Mediation Association or his or her nominee;
23.3.3. 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;
23.3.4. The mediation will be held in Victoria, Australia.
24. Non Solicitation
24.1 Except with ONEzoo’s written consent (which may be granted, withheld or made subject to conditions at its sole discretion), a Seller shall not at any time it is a member of Our Website, either directly or indirectly solicit or encourage any Buyer or potential Buyer sourced through Our Website to purchase directly with the Seller other than on Our Website.
24.2 In the event that a Seller breaches clause 24.1, ONEzoo will be entitled to be paid the commission on any sales undertaken between the Seller and the Buyer or potential Buyer sourced from Our Website at the prevailing commission rate and due date. The Seller shall advise ONEzoo of any such sales undertaken for the purposes of ONEzoo invoicing the commission within 7 days of such sale and subsequent sales made to the Buyer or potential Buyer.
24.3 In the event that the Seller breaches clause 24.1 and does not advise ONEzoo within 7 days from the date of any sales in accordance with clause 24.2, an additional late payment penalty component at 3 times the prevailing commission rate at the time of the sale will be imposed by ONEzoo.
25. Miscellaneous matters
25.1. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
25.2. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
25.3. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
25.4. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
| It shall be deemed to have been delivered: |
| ● if delivered by hand: on the day of delivery; |
| ● if sent by post to the correct address: within 72 hours of posting; |
| ● If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. |
25.6. In the event of a dispute between us, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
25.7. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
25.8. The validity, construction and performance of this agreement shall be governed by the laws of the State of Victoria, Australia.