Marketplace Seller Agreement

1. Our Platform

1. We provide technology, marketing and concierge support to enable approved third-party sellers (“Vendors”) to sell handmade and/or Australian-designed goods to customers via the Platform.
2. When a customer purchases your goods on the Platform, a contract of sale is formed directly between you and the customer. We are not a party to that contract but facilitate the transaction.
3. Listings are created and updated by our VA team in accordance with your selected Package (see clause 3).

2. Registration & Accounts

1. You must be approved as a Vendor to access the Services. We may approve or refuse registration at our discretion.
2. You warrant that you have authority to enter this Agreement, and if required to be registered for GST, you hold a valid ABN.
3. You must keep your contact, tax and payment details accurate and up-to-date at all times.
4. You must maintain a valid PayPal email address for payouts.

3. Packages, Fees & Commission

1. You may select one of the following packages (each a “Package”):
   • Select your package from our subscription page which includes a one off set up fee, a monthly management fee and 12% commission on product sales.
2. Commission is calculated on the item price only and does not apply to postage (unless we notify you otherwise in writing).
3. Marketing inclusions (social shout-outs/blog feature) are promotional in nature and scheduled at our discretion, acting reasonably.
4. We may update Package pricing and inclusions on at least 7 days’ notice. Your continued use after that notice period constitutes acceptance.

4. Subscriptions & Cancellation

1. Packages are ongoing subscriptions. You may pay annually in advance or monthly by direct debit/credit card.
2. You may cancel at any time. If you cancel:
   1. Annual – service continues until the end of the paid term (no pro-rata refunds unless required by law);
   2. Monthly – service continues until the end of the current billing month.
3. Setup fees are once-off and non-refundable unless required by law.

5. Maintenance & Transitional Credit

1. We may suspend some or all Services for maintenance, upgrades or security. If suspension exceeds 7 consecutive days, we will credit your subscription on a pro-rata basis.
2. Transitional credit: Vendors active at the upgrade date will receive 2 months free after relaunch.

6. Payouts & Postage

1. Payments for your goods are processed via the Platform. Payouts are made to your nominated PayPal account in AUD.
2. We deduct our commission and any applicable fees from the item price. Postage amounts you provide are not subject to commission and will be passed through to you.
3. Payout timing: immediate on cleared funds, subject to fraud/chargeback/compliance checks. We may delay payouts where reasonably necessary.

7. Listing Creation & Content Standards

1. Our VA team will create/update listings based on information you supply. You remain responsible for accuracy and legal compliance of all claims.
2. Product limits apply per Package (10/20/30 active products). Additional uploads may be offered as a paid add-on.
3. You must provide images to required size/ratio and accurate descriptions, safety notices and compliance information. We may edit, crop or optimise content for clarity, consistency and SEO.
4. You warrant that products are Australian-designed and/or handmade, comply with Australian laws and mandatory standards, and do not infringe third-party Intellectual Property Rights.

8. Pricing & Taxes

1. You set the sales price of your goods (including any necessary taxes/charges).
2. If registered for GST, you warrant ongoing registration. Your sales prices must include GST where applicable.
3. We will issue invoices for our fees/commission as required by law. You are responsible for providing customer invoices for goods where required.

9. Order Handling & Service Levels

1. When a valid order is placed, you are committed to fulfilment upon payment confirmation.
2. Minimum service levels:
   • dispatch within 2–5 Business Days;
   • maintain order acceptance >95%;
   • incident and dispute rates below 3%;
   • no more than three sequential cancelled/confirmed orders at any time.
3. You must maintain inventory, ship within stated timeframes, and handle customer queries promptly and lawfully (Australian Consumer Law).

10. Customer Complaints & Returns

1. Your returns/refunds policies must comply with the Australian Consumer Law. Make them available on request or per listing where applicable.
2. You are responsible for acceptance and processing of returns, replacements/repairs and refunds where applicable.

11. Third-Party Links & External Promotion

1. You must not divert Platform customers to external websites from your listings.
2. Brand cards may be included in parcels provided they do not include URLs to competing marketplaces.

12. Website Access & Acceptable Use

1. Use the Platform only via our provided interfaces and in accordance with law. Data mining, scraping, security interference or unauthorised copying is prohibited.
2. We may investigate suspected illegal activity and cooperate with authorities.

13. Product Safety & Recalls

1. Goods must comply with mandatory safety standards and applicable laws. Notify us immediately of any actual/potential safety risk and take reasonable steps (withdrawal, recall, corrective action).

14. Privacy

1. Our Privacy Policy governs how we handle personal information. You must comply with the Privacy Act 1988 and GDPR as applicable regarding customer data.
2. Use customer information only for order fulfilment unless we otherwise permit in writing.

15. Intellectual Property

1. You grant us a non-exclusive, royalty-free licence to use your brand assets, images and descriptions to market your products and the Platform, including sublicensing to service providers.
2. Our customer database remains our property. We grant you a limited, revocable licence to use it solely for order fulfilment.

16. Disclaimer & Liability

1. The Platform and Services are provided “as is” to the maximum extent permitted by law. We exclude liability except where required by the Australian Consumer Law.
2. To the maximum extent permitted, we are not liable for indirect or consequential loss (e.g., loss of profit, opportunity or goodwill).

17. Indemnity & Release

1. You indemnify us for loss arising from your breach, IP infringement, safety risks/recalls, unlawful conduct or omissions. We are not a party to your customer transactions.

18. Suspension & Termination

1. We may suspend or terminate Services at our discretion, including for non-payment or breach. On termination, fees owing become immediately payable and listings are removed. You must fulfil existing orders.
2. You may cease selling at any time, subject to accrued obligations.

19. Amendments

1. We may amend this Agreement and policies on 7 days’ notice via the Website/email. Continued use after the notice period constitutes acceptance.

20. General

1. Entire Agreement: this Agreement, Privacy Policy and incorporated policies.
2. Relationship: independent contractors.
3. Severability and waiver apply.
4. Governing Law: Victoria, Australia. Parties submit to courts in Melbourne, Victoria.
5. Disputes: You will notify The Make It Collective of disputes, meet in good faith, and, if unresolved, refer to the Victorian Small Business Commission for mediation before litigation. Confidentiality applies.

Schedule 1 – Definitions