Merchant Terms of Service
Last Updated: 17/11/2020
Thank you for using SafetyFind!
Please read these merchant terms of service and agreement (“Terms of Service,” “Terms” or “Agreement”) carefully before using the website, applications and services offered by Talavera Market Pty Ltd (“SafetyFind,” “we,” and “us”). This agreement sets forth the legally binding terms and conditions for your use as a merchant of our website(s), services or applications, including, without limitation, the website at SafetyFind and app offered under the name SafetyFind (collectively, the “Services”).
By registering for or otherwise using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by SafetyFind.
1. SafetyFind is a Marketplace
You understand and agree that SafetyFind is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, listings, links or information posted by you, other merchants or outside parties on SafetyFind. You use the Services at your own risk. You understand and agree that when you enter a transaction with a buyer via the Services, SafetyFind is not a party to this transaction.
To the fullest extent permitted by law, you and your Affiliates waive claims related to, and agree that SafetyFind and SafetyFind’s Affiliates, including any of their officers, directors, employees, consultants or agents, are not responsible for (a) any statements, guarantees, services in this agreement, and expected transactions, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to SafetyFind’s negligence. “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
If you have disputes with any third party over any product, offering or interaction over the Services, you agree not to make any claim of any kind or nature against SafetyFind or its Affiliates, no matter whether such claims, requirements or compensation of damages are known, ensured or released.
2. Merchant Eligibility
Age. SafetyFind’s Services must only be used by individuals who are at least 18 years and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful.
Compliance. You agree to comply with all applicable laws regarding online conduct and acceptable content. In addition, you must abide by SafetyFind’s policies stated in these Terms and the SafetyFind policy documents listed below (which are incorporated into these Terms by reference), each of which, in addition to these Terms, may be updated by SafetyFind from time to time in its sole discretion without notice to you:
You represent and warrant that during the period of registration and agreement: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your Affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you will maintain such records as are necessary pursuant to such Applicable Laws and Regulations and will promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you will monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you will directly notify SafetyFind by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to the items offered through the Services; (h) you will promptly remove any and all offerings of items from the Services whenever these infringe the Applicable Laws and Regulations, become otherwise prohibited in the relevant countries, and/or when these are included in (an updated version of) the Merchant Policies ; and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.
Modification to Terms. We may modify any of the terms and conditions contained in this Agreement (or in any policy or guideline published by SafetyFind) at any time and in our sole discretion. Any modifications will be effective upon the posting of a new set of terms on or within our Services (which we may do with or without notice to you). In some cases, we may notify you before or after such a change, including without limitation on any of our websites or in any merchant policy or other document, or by sending you an e-mail or other notification of such modifications. You are responsible for reviewing these locations and informing yourself of all applicable modifications, changes or notices.
Account Information. You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number and email address. To sell items on SafetyFind you must provide and maintain valid payment information. You authorise us (and will provide us documentation evidencing your authorisation upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorisations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). You also agree to provide SafetyFind any additional information or authorisations as may be necessary for SafetyFind to provide the Services under this Agreement. All payments to you will be remitted to your bank account through a banking network or by other means specified by us.
Account Transfer. You may not transfer or sell your SafetyFind merchant account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms.
Right to Refuse Service. SafetyFind reserves the right, in SafetyFind’s sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.
3. Fees and Payment
Fees. SafetyFind will collect fees or other amounts from you, for your use of the Services, as set out in the Fees and Payments Policy or as otherwise communicated to you by SafetyFind. You are responsible for paying all fees and applicable taxes associated with using and selling on SafetyFind.
Payment. SafetyFind will make payments to you, in connection with your use of the Services, as set out in the Fees and Payments Policy or as otherwise communicated to you by SafetyFind. Payment by SafetyFind to you is considered made and complete upon transmission by SafetyFind, of the payment amount owed to you, to the payment method you have selected irrespective of your receipt of payment from the payment provider or processor. Risk of loss and non-payment from the payment provider or processor remains with you as the merchant. If SafetyFind determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to SafetyFind or third parties, then SafetyFind may in its sole discretion withhold any payments to you for as long as SafetyFind determines any related risks to SafetyFind or third parties persist. For any amounts that we determine you owe us, we may (a) charge your account or any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate our policies, then we may in our sole discretion permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to SafetyFind or third parties.
4. Listing and Selling
Listings. By listing an item on SafetyFind you warrant that you and all aspects of the item comply with SafetyFind’s terms and published policies. You also warrant that you may legally sell the item in all locations that you list your item for sale. You must accurately describe your item and all terms of sale in your SafetyFind shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.
Binding Sales. All sales are binding. When you make a sale via SafetyFind, you are entering into a legally binding agreement with the customer and are required to provide your product or service as described in your listing. You are obligated to ship the applicable order in a prompt manner after a sale is made over the Services or you otherwise complete the transaction with the applicable buyer. You will be responsible for the cost arising from not completing orders in time.
Fee Avoidance. The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. Any action by a merchant to avoid paying a fee is considered fee avoidance and is strictly prohibited by SafetyFind. You may not do anything intended to or having the effect of avoiding any fees due to SafetyFind, or otherwise intended to violate these Terms, including without limitation, altering the item’s price after a sale, misrepresenting the item’s location, or using another merchant’s account without permission.
Sort Order. The placement and ranking of results in search results on SafetyFind may vary and depend on a variety of factors, such as customer search parameters and preferences, merchant requirements, price, availability, number and quality of images, customer service and supply history, reviews and ratings, type of product or service, agreed commission rate, and ease of transaction.
Nonconformity and Defects. You are also responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify SafetyFind as soon as you become aware of any recall related to your items.
Prohibited, Questionable and Infringing Items. You are solely responsible for your conduct and activities on or relating to the Services and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, items, listings, and links that you submit, post or display on the Services (collectively, “Content”). Your Content, use of (or activity on) the Services, and products sold over the Services will not:
- be false, inaccurate or misleading;
- be obscene or contain unwarranted pornography, nudity, or adult material;
- contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- contain images that are not part of a product listing;
- infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third-party brand or trademark that you are not authorised to display in such manner or 3) selling any pirated video or recording;
- violate these Terms, the policies referenced herein, the policies of app stores where SafetyFind’s apps are available (including the Apple App Store and Google Play) or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including SafetyFind staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
- post fraudulent, inaccurate or misleading reviews of merchants or items (and instead will always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefit to write your review); or
- solicit business for, direct sales to, or promote any website, service, or entity outside of the Services.
License. You grant SafetyFind and our Affiliates a non-exclusive, royalty-free, worldwide license and right to use any of your Content for the purpose of providing the Services. SafetyFind will not alter any of your Content from the form provided by you (except to the extent necessary for presentation on the Services) and will comply with your removal requests.
6. Our Intellectual Property
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions are protected by copyright and other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in such content you access through the Services, and you will not use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including SafetyFind’s) rights.
7. Warranty Disclaimer
To the fullest extent allowed by law, the Service are provided on an “as is” and “as-available” basis, without any warranty or condition, express, implied or statutory, of any kind. To the fullest extent allowed by law, SafetyFind expressly disclaims all warranties, representations, and conditions of any kind, either express or implied, including without limitation implied warranties of title, merchantability, performance, fitness for a particular purpose or non-infringement, or that use of the Services will be uninterrupted or error-free. In addition, no advice or information (oral or written) obtained by you from SafetyFind shall create any warranty.
You acknowledge and agree that, to the fullest extent permitted by law, you assume full responsibility for your use of the Services and that any information you send or receive during your use of the Services may not be secure and may be intercepted or otherwise accessed by unauthorised parties. You agree that, to the fullest extent permitted by law, SafetyFind is not responsible for any loss or damage to your property or data that results from any materials you access or download from the Services.
If you rely on any data or information obtained through the Services, you do so at your own risk. You are solely responsible for any damage or loss that results from your use of such data or information.
8. Liability Limitations
To the fullest extent possible at law, we exclude all liability to you or anyone else for loss or damage of any kind or nature relating in any way to the Services including, but not limited to, loss or damage you might suffer as a result of:
- errors, mistakes or inaccuracies on the Services or our social media pages;
- you acting or not acting, on any information contained on or referred to on the Services and/or any linked Services or our social media pages;
- personal injury or property damage of any nature resulting from your access to or use of the Services;
- any unauthorised access to or use of our secure servers and/or personal information and/or financial information stored on those servers;
- any interruption or cessation of transmission to or from the Services;
- any bugs, viruses, trojan horses or other harmful code or communications which may be transmitted to or through our Services by any third party; and/or
- the quality of any product or service of any linked sites.
Where any law (including the Australian Consumer Law) provides a guarantee which may not be lawfully excluded, our liability will be limited to that provided by law.
Except as required by law, in no event shall we, our affiliates and related entities or our suppliers be liable for any loss or any special, incidental or consequential damages arising out of or in connection with our Services or this Agreement (however arising, including negligence). You agree to accept sole responsibility for the legality of your actions under the laws that apply to you. You agree that we, our affiliates and related entities or our suppliers have no responsibility for the legality of your actions.
To the fullest extent allowed by law, you release us and agree to indemnify, defend and hold SafetyFind, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related (a) your actual or alleged breach of any obligations in this Agreement; (b) your products, services or content, including, without limitation, any actual or alleged infringement or violation of any intellectual property rights, violation of any privacy right or third-party agreement, violation of any applicable laws, rules, or regulations, personal injury, death or property damage related thereto; (c) your use of the Services (including any actions taken by a third party using your account); and (d) your taxes (as defined below).
10. Taxes and Customs Duty
Taxes. You are solely responsible for determining your obligations to report, collect, remit or include in your prices any applicable value add, sales, goods and services, or other indirect taxes or income taxes (“Taxes”).
Collection of Tax Information. Tax regulations may require us to collect appropriate tax information from merchants, or to withhold taxes from payouts to merchants, or both. If a merchant fails to provide us with the required documentation under applicable law that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
Termination by You. You may terminate your account with SafetyFind at any time from your account settings. Terminating your account will not affect the availability of some of the Content that you posted through the Services prior to termination (in accordance with Clause 5), nor any fees that may be outstanding.
Termination by SafetyFind. We may terminate or suspend your account and your access to the Services at any time should we have reason to believe you, your Content, or your use of the Services violate this Agreement or for any other reason.
We May Discontinue the Services. SafetyFind reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
Survival. This Agreement will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
Assignment. You agree that SafetyFind may assign all of its rights and duties under this Agreement to an Affiliate of SafetyFind, and in such event, SafetyFind will notify you of such assignment by email or other written notification. You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of SafetyFind.
Confidentiality. During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain SafetyFind’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations.
Governing Law. These Terms are governed by and will be construed under the laws of the State of Victoria, Australia.
Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.