Buyer Terms and Conditions – TradeSquare

Important Disclaimer

The website www.tradesquare.com.au is a marketplace to connect buyers and sellers. TradeSquare is not the seller of product and services offered for sele on the website and is simply facilitating the transaction through its website. We accept no legal or transactional risk associated with your purchase and accept no responsibility placed on sellers under the law or otherwise.

Overview
1. TradeSquare Pty Ltd ACN 640 578 614 (we, us, our, TradeSquare) operates an online business to business marketplace with domain address www.tradesquare.com.au (Website) on which businesses (your, your) can buy products and / or services from our registered sellers (Seller). These Terms and Conditions (Terms and Conditions) constitute an agreement between TradeSquare and you for the purpose of your use of the Website and any pages embedded within the Website from time to time. These are the Buyer terms and conditions and apply to Buyers only.
2. If you are a Seller, access our Seller Terms and Conditions at [link to be inserted].
3. Some of the key features of our Website include:
  - (a) Search and find Seller’s profiles on the Website;
  - (b) Order and purchase products and / or services listed for sale by Sellers on the Website;
  - (c) Receive notifications regarding your purchases;
  - (d) Pay for your orders;
  - (e) Rate and review a Seller and their service and / or product; and
  - (f) Facilitating secure financing options by way of finance providers such as (but not limited to) Zip Pay.
4. We reserve the right to update, modify, replace, limit, and expand the Website and its functionality.
5. You should read these Terms and Conditions carefully prior to using the Website.
Acceptance of Terms and Conditions
1. These Terms and Conditions record an agreement between you and us for the purpose of you browsing or using the Website.
2. By using the Website you are accepting these terms and conditions and agree to be bound by them.
3. We reserve the right to make changes to these Terms and Conditions from time to time without notice.
Marketplace only
1. The Website provides a marketplace through which you can buy products or services from Sellers (Transaction). Our involvement in the Transaction is limited to that of a facilitator to the Transaction in consideration of which we charge relevant Sellers a commission payment. We are not and do not purport to be a Seller, guarantor, or otherwise a contractual party to the Transaction. We are in no way responsible for completion of the Seller’s obligations and by transacting with the Seller you assume all legal and transaction risk in dealing with the Seller.
2. Our involvement in the Transaction is limited to the following capacity:
  - (a) Connecting you with the Seller via our Website;
  - (b) Facilitating the Transaction by allowing the Seller to sell and you to buy a product or service through the Website; and
  - (c) Collecting payment from the Buyer and remitting it to the Seller.
3. When you buy a product or service from a Seller through the Website, you are entering into a legally binding contract with the Seller. We are not a party to this contract and are not responsible for the performance of you or the Seller’s obligations under this contract.
4. Sellers may have their own terms and conditions for the products or services they have listed for sale on the Website. When this is the case, your purchase is subject to the Seller’s terms and conditions which you should review carefully before finalising the Transaction.
5. In some cases, individual Sellers may not have written terms and conditions for the products or services they are selling on the Website. Where this is the case, your purchase is subject to terms and conditions implied at law (but only to the extent that such implied terms are not expressly and lawfully excluded by the Seller). Please make yourself aware of such implied terms before finalising the Transaction.
6. By using the Website, you fully release and discharge us from any claims, actions, demands or proceedings which may arise from a Transaction. You agree that we are in no way liable for any obligation arising from a Transaction, including but not limited to:
  - (a) Delivery or performance of a product or service;
  - (b) The quality or standard of a product or service;
  - (c) Reimbursement, compensation, or damages arising from a product or service.
  - (d) Product or service warranties provided by the Seller; or
  - (e) Product or service warranties and obligations placed on the Seller of a product or service under a relevant law.
7. For the avoidance of doubt, we are not nor do we purport to be, in relation to any Transaction:
  - (a) A Seller;
  - (b) The merchant of record; or
  - (c) A party to the contract applying to the Transaction.
8. You acknowledge that we are entitled to a commission payment on each Transaction, which is levied against the Seller.
Use
1. To be eligible to purchase products or services through the Website, you must register for an account in accordance with this clause.
2. To register an account and / or place on order on the Website you must be one of the following:
  - (a) A duly registered business authorised to operate in Australia;
  - (b) An educational organisation;
  - (c) A governmental or quasi-governmental authority or body; or
  - (d) A not-for-profit, non-profit, charity, or similar organisation.
3. To register an account and / or place an order, you may be required to provide (among other things):
  - (a) Details of your business, including:
    - (i) Name;
    - (ii) Address; and
    - (iii) ACN or ABN as the case may be.
  - (b) Valid contact details including;
    - (i) An email address; and
    - (i) A telephone number.
  - (c) A valid Australian credit card number or bank account for payment purposes;
  - (d) A name and address for delivery purposes; and
  - (e) Any other information required to complete the registration or ordering process,What constitutes Client Data may vary from time to time, noting that we may require additional information to that set out above.
4. Failure to supply correct Client Data may result in us being unable to process or comply with your order, and / or may limit your access to the Website.
5. We reserve the right to decline your registration request if you do not comply with our registration requirements as detailed in these Terms and Conditions and on the Website.
6. You agree to permit us to use your Client Data for the purpose of processing or complying with your order and providing the functionality of the Website and any related purpose. You acknowledge that in order to do so, we may share the Client Data with other parties, including Sellers, financiers, stakeholders and suppliers.
7. After completing the order process on the Website, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that an order has been accepted.
8. An order will relate only to the product or service the subject of each individual Transaction. Each Transaction that we facilitate results in a separate binding agreement between you and the relevant Seller for the supply of a product or service.
9. You agree to use the Website for its intended purpose. You may not use the Website for any illegal or unauthorised purpose, including the transmission of malware. You must not use the Website to violate any laws, including but not limited to copyright laws.
10. You must not use the website for any unconscionable behaviour or activity, including but not limited to:
  - (a) Engaging in abusive, derogatory, discriminatory, or vexatious behaviour;
  - (b) Engaging in any activity that disrupts or corrupts the Website or the networks that host the Website; or
  - (c) Attempting to hack, reverse-engineer, disable, circumvent, or otherwise gain access to any security, database, or other secure aspect of the Website.
11. You are responsible for maintaining the security of your login and account information (including the password). We are not liable for any loss or damage from your failure to comply with this security obligation.
12. You are responsible for all activities that occur on your account, and we will not be liable for any loss or damage from activities on your account.
13. All Client Data will be stored and maintained by or on behalf of us in accordance with relevant law.
14. Our use of any information provided within the Client Data will be in accordance with its Privacy Policy available at https://bc37aff1-b252-4519-9727-8ae77814be43.filesusr.com/ugd/17d989_a8589ded9c8f4d1db567ee1aa5c0d98a.pdf.
Accepting or declining a Transaction
1. We reserve the right to accept or decline to process any Transaction initiated on the Website for any reason, including if the requested product or service is not available or if there is an error in the price or the product description posted on the Website.
2. If we decline to process a Transaction, we will endeavour to notify you at the time you place an Order or within 48 hrs after you submit an order.
3. If we decline to process a Transaction, to the extent that we have received funds from you, a full refund, less any applicable credits or discounts, will be made within 10 business days.
Third party payment service
1. The Website uses a third-party service provider for facilitation of Transactions between you and the Seller and is not liable for any issues, including charges from your financial institution, which may arise as a result of this service.
2. We use Stripe to process payments on the Website. Payments submitted through the Stripe payment processing service are subject to Stripe’s terms and conditions which can be viewed at https://stripe.com/au.
Price & payment
1. By accepting these Terms and Conditions you authorise us or any third-party service provider to debit your account at the relevant financial institution connected with the payment details identified and provided in your Client Data.
2. All prices listed on the Website are in Australian Dollars and inclusive of GST. Charges associated with the delivery of your order will be charged separately at the time of payment.
3. Payment for all products and services must be by credit or debit card or any other payment method listed on the online checkout page of the website.
4. When you enter into a Transaction on the Website, payment for the Transaction will be accepted and processed by us, Stripe, or our nominated third party payment processor, and the order will be sent to the Seller at which point they may either accept and confirm the order or reject the order. The Seller will accept or reject the order at its own discretion, and we assume no liability and make no warranty or guarantee that the order will be accepted by the Seller.
5. Orders will be charged to your nominated payment method.
6. You acknowledge that the payment details provided have been verified to confirm the accuracy of the details provided.
7. You acknowledge that you have authority to utilise the nominated payment details for the purpose of entering into any Transaction.
8. You acknowledge that it is your responsibility to ensure that there are sufficient cleared funds or financial capacity in the nominated account or means of payment to honour the Transaction when it falls due.
9. We will not be held responsible for any fees and charges imposed by your financial institution or any other third party that may be incurred if there are insufficient funds in your account or the payment fails.
10. Payments will be processed at the time when you place an order on the Website or at a reasonable time thereafter.
11. From time to time, where you have elected to pay for a Transaction with a third party financiers, we may accept payment from certain third party financiers included but not limited to Zip Pay (Financier). When payment is being made with a Financier, the payment is subject to the relevant terms and conditions of that Financier. We are in no way providing or purporting to provide such finance to you or to any party. We accept no liability, and you release and discharge us from and indemnify us against any loss, damage, claim or action otherwise relating to payment made through a Financier.
12. Your order will not be processed until payment is received in full by us, Stripe or our nominated third party (including any applicable delivery fees and other charges).
13. Where the order is accepted by the Seller, confirmation will be sent to the email address supplied in your Client Data and payment will be remitted to the Seller.
14. Where the order is rejected by the Seller, notice of this will be send to the email address supplied in your Client Data and payment will be refunded to you within 10 business days.
15. All orders placed are final and you cannot change or cancel your order, unless such change or cancellation is otherwise required by law or allowed for in these Terms and Conditions.
16. If the Seller cancels an order that has already been processed, or otherwise fails to deliver your order whether in full or in part, you agree that any complaint, demand for refund or remedy, legal action, or action otherwise is to be taken against the Seller directly and you fully release and discharge us from any such action. To the maximum extent permitted by law, we will not be liable to you for any loss, whether liquidated or otherwise, associated with you entering into a Transaction with a Seller.
17. We accept no responsibility for transactions entered into outside of the marketplace, even in circumstances where you became aware of the Seller via the Website.
18. In the event that we suspect the existence of a fraud account:
  - (a) We reserve the right to investigate all accounts where we suspect incorrect or fraudulent activity occurred.
  - (b) We reserve the right to terminate your order following the investigation.
Products and services
1. Products or services displayed on the Website are listed for sale by the relevant Seller. You agree that to the extent permitted by law, we will not be held responsible for inaccuracies or errors pertaining to products or services listed by a Seller, including but not limited to:
  - (a) Price;
  - (b) Availability; or
  - (c) Quality or suitability.
2. You acknowledge and understand that we are not acting as Seller and accept no responsibilities placed on Sellers under the law or otherwise.
3. You agree that you will make your own enquiries to assess the suitability of a product or service listed prior to entering into a Transaction to purchase or pay for the product or service.
4. You agree and accept that we make no warranty or guarantee as to the quality or suitability of a product or service listed on the Website by a Seller.
5. You agree that orders made through the Website are made only for business or commercial purposes, and not for personal or retail purchases.
6. You agree that a listing on the Website for a product or service does not constitute an offer to sell or provide that product or service and is merely information published on the Website advertising the product or service.
Delivery and performance
1. The Seller is responsible for the delivery of a product or performance of a service the subject of a Transaction. We are not responsible and accept no responsibility for the delivery of a product or performance of a service listed on Website.
2. Delivery and performance timeframes will be provided where possible. Where delivery and / or performance timeframes are provided, these are estimates only and we make no guarantee or warranty as to the accuracy of this time frame. Where delivery and / or performance timeframes are not provided, you may contact the Seller directly to obtain an estimated delivery date or performance date. Delivery dates may vary and may be subject to delay.
3. Sellers are responsible for organising delivery and may charge different rates. You are responsible for confirming the fees associated with delivery prior to processing your order. You are not entitled to a refund after an order has been processed if you are unhappy with the delivery charges.
Refunds and returns
1. Notwithstanding any other provision of these Terms and Conditions, we are in no way required to refund any money spent in a Transaction.
2. Sellers will have their own policies and procedures in relation to returns. We make no guarantee and do not warrant in any way the policies and procedures of individual Sellers in relation to returns. Where you wish to return an item, we are under no obligation to help facilitate that return.
3. All products and services listed for sale on the Website come with guarantees that cannot be excluded under Australian Consumer Law. Any claims under Australian Consumer Law with respect to a product or service are against the Seller only and you agree and fully release and discharge us from any liability, claim, or action against the supply or delivery of a service or product under Australian Consumer Law.
4. Products you purchase from Sellers on the Website may come with warranty documents. Any such warranty is provided by the Seller only and is not given by us.
Termination
1. We may at our discretion terminate these Terms and Conditions, cancel your registration, or cease providing you access to the Website if:
  - (a) You breach any of these Terms and Conditions; or
  - (b) You breach the terms and conditions of a Seller.
2. You may terminate these Terms and Conditions by ceasing to use the Website. Each time you use the Website these Terms and Conditions apply continuously and anew.
Disclaimer and limitation of liability
1. While we have taken reasonable steps to ensure the accuracy, currency, availability and completeness of the information contained on the Website, that information is provided in good faith and on an “as is” and “as available” basis and we do not make any representation or warranty of any kind, whether express or implied, as to the reliability of the information.
2. We make no warranties, representations or conditions of any kind, express, statutory or implied as to:
  - (a) The operation and functionality of the Website;
  - (b) The accuracy, integrity, completeness, quality, legality, usefulness, safety and IP rights of any of the Website content; and/or
  - (c) The products and services associated with the Website or its content. We further disclaim all warranties, express, statutory or implied, including, but not limited to, implied warranties of merchantability, merchantable quality, durability, fitness for a particular purpose and/or non-infringement. No advice or information, whether oral or written, that you obtain from us shall create any warranty, representation or condition not expressly stated herein.
3. To the extent permitted by law, we do not represent or warrant that the website will be available at all times, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted, or that no damage will occur to your computer system.
4. You must take your own precautions to ensure that the process which you employ for accessing the Website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system or any other computer system.
5. Whilst we strive to protect information transferred over the Website, we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.
6. We do not accept responsibility for any loss or damage, however caused (including through negligence), which you may directly or indirectly suffer in connection with your use of, attempted use of, or inability to use the Website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through the Website.
7. We disclaim all liability for any, and to the extent permitted by law under no circumstances will we be liable for any:
  - (a) Indirect, special, incidental, punitive, exemplary, reliance or consequential damages;
  - (b) Loss of profits, loss of contract, or loss of business opportunity;
  - (c) Loss or damage to reputation of you or any third party;
  - (d) Loss of information or data; or
  - (e) Any loss or damage,
  arising out of your use of the Website or in connection with these Terms and Conditions.
8. Our maximum aggregate liability to you for any claims, damages, injuries or causes whatsoever, and regardless of the form of action (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason), will at all times be limited to the greater of (i) the amount paid, if any, by you on the Website in in the 2 months prior to the action giving rise to liability or (ii) $1.00.
9. This clause survives the termination or expiry of these Terms and Conditions.
Linked websites
1. The Website may contain links to other websites (Linked Websites). Those Linked Websites are provided for convenience only and may not remain current or be maintained.
2. The Linked Websites should not be construed as an endorsement, approval or recommendation by us the owners or operators of those Linked Websites, or of any information, graphics, materials, products or services referred to or contained on those Linked Websites, unless and to the extent we stipulate to the contrary.
3. To the extent permitted by law, we accept no responsibility or liability for, and give no warranty (express or implied) of any kind in respect of, the Linked Websites and your use of them or any products or services available on or through the Linked Websites.
Linking to the Website
1. You may link to the Website only:
  - (a) With our prior express permission;
  - (b) In a way that is fair, unbiased, legal and does not damage or exploit our reputation; or
  - (c) In a way that does not suggest either express or implied any association or endorsement by us.
2. You must remove or procure the removal of any link to the Website immediately upon receiving notice from us to do so. We may give such notice at our absolute discretion without justification.
Transfer of rights and obligations
1. These Terms and Conditions are binding on you and us and on our respective successors and assignees.
2. You may not transfer, assign, charge or otherwise dispose of your rights or liabilities under these Terms and Conditions, or any of your rights or obligations arising under it, without our prior written consent.
3. We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Terms and Conditions, at any time without your prior consent.
Intellectual property rights
1. We are the owner or the licensee of all intellectual property rights in the Website, whether registered or unregistered, and in the material published on it. These works are protected by copyright laws and all such rights are reserved.
2. Nothing in these Terms and Conditions or otherwise creates an assignment of any rights in the Website beyond the ability to use it for its intended use.
3. By accepting these Terms and Conditions you undertake not to reverse engineer, replicate, or otherwise copy the Website. We reserve all our rights to seek compensation, damages, injunctions, or any other remedy available to us at law if any attempt to do so, whether successful or unsuccessful, is made by you, your employees, officers, affiliates, customers, or anyone else.
4. You may print off one copy, and may download extracts, of any pages from the website for your personal reference. You must not use any part of our copyright materials for commercial purposes without first obtaining a licence to do so from us and our licensors.
5. If you post comments on the Products or Services to any website, blog or social media network (Commentary) you must ensure that such Commentary represents your fairly- held opinions. By agreeing to these Terms and Conditions, you irrevocably authorise us to quote from your Commentary on the Website and in any advertising or social media outlets which we may create or contribute to.
6. Nothing in these Terms and Conditions, and nothing arising out of your use or access to the Website, or any Transaction initiated on the Website, transfer or assigns any title, ownership, licence or legal right otherwise in the intellectual property of the Website.
Force Majeure Events
1. We will not be liable or responsible for any failure to perform or delay in performance of any of our obligations under these Terms and Conditions that is caused by events outside our control (Force Majeure Event).
2. A Force Majeure Event includes any act, event, non- happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
  - (a) Strikes, lock-outs or other industrial action;
  - (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
  - (c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
  - (d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
  - (e) Impossibility of the use of public or private telecommunications networks;
  - (f) Epidemic, pandemic or other health emergency (whether declared or not); and
  - (g) The acts, decrees, legislation, regulations or restrictions of any governme
3. Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms and Conditions may be performed despite the Force Majeure Event.
General terms
1. To the extent permitted by law, we reserve the right to create, collect and / or store any metadata resulting from your use of the Website To the extent permitted by law, we may use metadata for a variety of functions including (but not limited to) conducting investigations, helping us manage and administer the Website, for purposes of search engine optimisation and to drive traffic to the Website. To the extent permitted by law, we reserve the right to share your information (including metadata) with government agencies and authorities to the extent this is required or requested of us.
2. These Terms and Conditions contain the entire understanding between the parties concerning the subject matter of these Terms and Conditions and supersedes all prior communications.
3. You must not modify, adapt or hack the Website or modify another website or software so as to falsely imply that it is associated with the Website or with us.
4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Website, use of the Website, or access to the Website without our prior express written permission. We claim copyright and all other intellectual property rights over the Website and reserve all of our rights.
5. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any of our employees, members, representatives, or officers, or any breach of these Terms and Conditions will result in immediate termination of this agreement and cancellation of your account. If we do this, you may be prevented from accessing your account, and / or for entering into further Transactions.
6. We do not warrant that:
  - (a) The Website will meet your specific requirements;
  - (b) The Website will be uninterrupted, timely, secure, or error-free; or
  - (c) Any errors in the Website will be corrected.
7. Each party acknowledges that, in entering into these Terms and Conditions, neither party relies on any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
8. Any failure by us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and us and govern your use of the Website, superseding any prior agreements between you and us.
9. If any term or provision of these Terms and Conditions is held by a court to be illegal, invalid or unenforceable under the applicable law will not void the balance of these Terms and Conditions. Any such term or provision will be severed from these Terms and Conditions and the remaining terms and conditions will continue to be valid in accordance with their terms.
10. These Terms and Conditions are governed by the laws of Victoria. Disputes arising from your use of the Website are exclusively subject to the jurisdiction of the courts of Victoria.

Buyer Terms and Conditions – TradeSquare

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