This Agreement is between register55 Marketing Pty Ltd (ABN 98 147 411 210) (herein referred to as "register55", "us", "our" and "we") and You (herein referred to as "you" and "the Retailer").
This Agreement is effective from the date you accept this Agreement within your online Retailer Account (herein referred to as "your Account") in the register55 online system (herein referred to as "the system" and "the register55 system").
We may amend this Agreement from time to time and any changes made will take effect from when they are notified either on the register55 website (herein referred to as "the Site") or within your Account.
1.1 You shall represent to customers at all times that register55 is your agent (and no partnership, joint venture, employment, franchise or any other relationship exists or is intended to be created) for the purpose of using and selling through or by the register55 system.
1.2 Where we refer to information on the register55 website or in other documents and Policies, and any quantified data within the register55 system, we will provide at least 30 days notice of any changes coming into effect, either on the register55 website or within your Account.
1.3 You acknowledge and agree that register55 makes no representation or warranty as to the sale or likelihood of sale of any goods by using the register55 system or of the effectiveness of the register55 system or of anything else in relation to the register55 system.
2.1 We may change our services and/or the register55 system and immediately suspend, terminate or restrict your membership, your Account or usage of the register55 system at any time and without any reason or conditions if we believe that this is reasonably justified. In the event that we change our services and/or the register55 system or restrict, suspend or terminate your membership, your Account or usage of the register55 system in the circumstances outlined above, you may not be able to access our services and/or the register55 system temporarily or permanently. You may not have access to, nor have any further right to access, any data or information that is held within your Account.
2.2 Without limiting other remedies available to register55 at law, in equity or under this Agreement, we may without notice to you and in our sole discretion and for any reason whatsoever delay listing a product, refuse to list a product, issue you a warning, restrict your activities through the register55 system (including but not limited to selling and advertising listings), temporarily suspend or immediately terminate your Account and refuse to provide our services to you.
2.3 You acknowledge and agree that we are not liable and cannot be held liable for us taking any of the steps specified in clause 2.2 and you release us to the fullest extent permitted by law from any liability which we would have incurred but for this agreement in relation to taking any of the steps specified in clause 2.2.
3.1 register55 may cancel service to you at any time, for any reason, without your consent or agreement and without providing reasons or imposing any conditions. You release register55 from any liability, for any loss of income or reputation as a result of such cancellation.
4.1 Without limiting your obligations arising under or in connection with this agreement, you are liable for any and all loss that register55 or any other third party may suffer arising directly or indirectly in connection with any third party’s claim as a result of:
4.2 register55 reserves the right to remove all or part of any information or data published using the register55 system as it deems appropriate in its absolute discretion and without any liability or referral to you for the same.
5.1 Any Order may be suspended or cancelled at any time prior to delivery to your Customer at the absolute discretion of register55 and free of charge or penalty.
6.1 The Retailer will be paid amounts payable to the Retailer upon the issue of a valid Tax Invoice generated by register55 in accordance with the payment schedule as detailed in your Account.
6.2 You must report any discrepancies within 7 days of the date of the Tax Invoice, after which time the Tax Invoice is deemed to be correct in all respects.
6.3 Where an item or sums on an invoice is in dispute with you, a Customer, or a Supplier, register55 shall pay you such sum as is not in dispute and settle any disputed sum upon resolution of the dispute.
7.1 You agree to accept any and all items for return in accordance with the conditions as stated in the register55 Returns Policy as published on the Site from time to time. In addition, you agree to accept returns by any Customer, upon presentation of proof of purchase, having used the register55 system.
7.2 If an item is returned by a Customer for reasons of Change of Mind by the Customer, your account balance will be debited the full amount of the freight cost for the initial delivery of the item to the customer.
7.3 You accept responsibility for all representations and warranties made by you in respect of the items and agree to indemnify and hold harmless register55 for any and all loss (direct, consequential or otherwise including legal fees) and claims made against us or involving us as a third party, in respect of the same.
8.1 You must legally be able to sell any item you list for sale or present to us to list for sale on your behalf. If any agreement, consent or licence is required by any relevant authority, whether governmental, third party or otherwise, to enable an item to be sold, advertised or offered for sale, you are responsible for ensuring that you have such agreement, consent or licence and that advertising and selling such items through the register55 system is permitted and not in breach of any licensing requirements.
8.2 You are responsible for ensuring that you comply with all relevant consumer legislation or guidelines, copyright, trademark and other intellectual property rights in respect of the sale of the items that you use the register55 system for. Without limitation, you will not sell or attempt to sell any product that may be:
9.1 To the maximum extent permitted by law, in no event shall register55 be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with your use of the register55 system, our services or this Agreement (however arising, including negligence). You agree to accept sole responsibility for the legality of your actions under the laws which apply to you. You agree that register55 and all affiliates have no responsibility for the legality of any of your actions.
9.2 Notwithstanding any provisions herewith, nothing in these Terms and Conditions is intended to limit or exclude any liability on register55’s part where and to the extent that applicable law prohibits such exclusion or limitation including within the Trade Practices Act 1974.
9.3 Without limiting the operation of any other provision of this agreement, register55 is in no way liable for any loss or damage, whether direct or indirect, of yours arising out of or in connection with the register55 service being disrupted or the register55 system being offline, down, failing to respond or slow or not working properly.
You indemnify us against and agree to hold us and our respective officers, directors, agents and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special or consequential) of every kind and nature, including legal fees, made by any third party arising out of or in connection with, directly or indirectly, any breach of this Agreement or your violation of any law or the rights of a third party.
11.1 You agree to abide by the register55 Privacy Policy, as published on the Site from time to time. You acknowledge having read the Privacy Policy and agree to abide by the Privacy Policy when using the register55 system or having access to any information relating to a Customer. You must not use Customer information in any way other than for the purpose of selling goods through the register55 system nor pass on any information about customers to a third party without our consent.
11.2 You also agree to observe your obligations of and arising under the Privacy Act 1988 (Cwth) as they relate to the register55 system, your Account and information pertaining to a Customer.
12.1 This Agreement is governed by the laws of the State of New South Wales. You irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales.
12.2 The provisions of this Agreement are severable, and if any provision is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced.
12.3 The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
12.4 This agreement, together with the terms and conditions of your Account and any terms and conditions on the website or disclosed in our published policies represents the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this agreement together with the terms and conditions of your Account and any terms and conditions on the website or disclosed in our published policies. If there is any inconsistency between the provisions of this agreement, the terms and conditions of your Account and any terms and conditions on the website or disclosed in our published policies, then to the extent of the relevant inconsistency, the terms and conditions applying to your Account prevails, followed by the terms of this agreement.