BACKGROUND
A. DealDash operates an online e-commerce platform (the “Platform”), offering various products and services;
B. The Merchant desires to utilise the Platform for the furthering of their business, products and/or services (the “Products”) as per the terms and conditions agreed to from time to time with DealDash
C. The Parties wish to establish a mutually beneficial business relationship by means of membership, consignment, agency, representative, retailer, wholesaler, drop-shipping or as is convenient or beneficial as agreed and appropriate.
D. The objective is one of achieving commerce, sales and business on an electronic platform and e-commerce environment.
E. The Parties now agree as follows:
OPERATIVE PROVISIONS
- PRODUCT
1.1. The Merchant hereby applies for membership to the Platform.
1.2. If membership is granted, the Merchant is then a member and can participate on the Platform.
1.3. The Merchant warrants that it possesses all necessary legal rights and titles to its’ Products, all necessary legislative requirements to offer the Products and the Merchant’s business and Products are legal in the country of operation.
1.4. The Merchant guarantees that all Products offered are as described on the Platform, agreeing not to substitute any Product without the customer’s explicit consent.
1.5. The Merchant shall provide comprehensive Product information, including, but not limited to, images, descriptions, specifications, and any other relevant details to aid in the customer’s decision-making process.
1.6. The Merchant agrees that it will honour all guarantees and warranties it offers to the customer and/or ensure the assistance to the customer if the guarantee or warranty is via another party with which the Merchant deals or has an arrangement.
1.7. The Merchant agrees that all Products are readily available as advertised for dispatch to the customer as per the Merchant’s Terms and Conditions.
1.8. The Merchant agrees to offer all Products at fair market value and at the same value as they may be offering it from time to time on other platforms, in stores or in any other manner.
1.9. The Products value will be comprised of currency, plus a minimum of 25% in an alternative medium of exchange allowed on the DealDash platform OR the Product will be offered for the full value in currency PLUS a reward back to the customer in an alternative medium of exchange allowed on the DealDash platform OR the Product will be sold for 100% alternative medium of exchange.
1.10. If a customer is dissatisfied or in dispute with the Merchant, the Merchant will promptly attend to the dispute and resolve it to the customer’s satisfaction, including providing a full refund if that enables resolution.
1.11. The Merchant is solely responsible for customer service, dispute resolution, logistics & deliveries where applicable, and customer satisfaction regarding Products on the Platform. Customer service and satisfaction being of paramount importance.
1.12. DealDash reserves the right to, at its sole discretion, remove, prohibit or refuse acceptance of the offering of any particular Product.
2. FEES AND PAYMENT
2.1. Initial Membership Fee:
(a) On execution of the Agreement, the Merchant agrees to pay an Initial Membership Fee as provided for in Appendix A by Direct Debit in accordance with Clause 5.
(b) If membership is not granted, DealDash will refund the Initial Membership Fee paid in accordance with sub-clause 2.1(a) within three working days.
2.2 Merchant Fees:
The Merchant agrees to pay the Merchant fees in the amounts and intervals as provided for in Appendix A by Direct Debit in accordance with Clause 5.
2.3. Payment Terms:
The Merchant agrees to the Payment Terms as provided for in Appendix A.
3. TERM
3.1. This agreement commences on the date that it is duly executed by both Parties and continues indefinitely until terminated in accordance with Clause 4
4. TERMINATION
4.1 Termination without cause:
Either party may terminate this Agreement by giving 30 days written notice to the other party.
4.2. Termination with cause:
(a) DealDash may terminate this Agreement immediately by written notice to the Merchant for cause, including but not limited to:
(i) breach of any provision of this Agreement,
(ii) any act exposing DealDash to legal liability or potential financial harm,
(iii) violation of any law or regulation.
5. DIRECT DEBIT
5.1. Direct Debit Providers:
For the purposes of the Agreement, Direct Debit Providers means any of the direct debit providers listed on the Deal Dash Website or the Platform as updated and amended from time to time.
5.2. Direct Debit Authority:
The Merchant authorises and requests Direct Debit Providers to receive, account and remit payments from your bank account or any other account you provide to us in the future, in accordance with the terms of this Agreement and terms and conditions of the relevant Direct Debit Provider which can be found on the DealDash website.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION
6.1. The Merchant indemnifies DealDash against claims arising regarding the Product, the customer, disputes, or violations of law.
6.2. DealDash is not liable for indirect damages, loss of profits, or data arising from the Merchant's use of the Platform.
6.3. The Merchant must notify DealDash of all customer disputes, whether settled or not, including details, within 2 days of the dispute's occurrence and keep DealDash informed until the dispute is settled.
7. EXPLICIT LIMITATION OF WARRANTIES
DealDash provides the Platform "as is" and makes no warranties, express or implied, beyond those expressly stated in this Agreement. DealDash disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.
8. AML/CTF
The Merchant agrees to provide DealDash with all information and/or documentation reasonably required by DealDash to comply with its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2009 (Cth).
9. CHANGES TO THIS AGREEMENT
9.1 The Parties may, by written agreement, change any provision of this Agreement.
9.2 DealDash, on the provision of 30 days’ written notice, may change any provision of this Agreement without the agreement of the Merchant for one or more of the following reasons:
(a) to comply with any change or anticipated change in any relevant law, code of practice or guidance;
(b) to reflect any decision of a court, ombudsman or regulator;
(c) to reflect a change in our systems or procedures including for security reasons;
(d) as a result of changed circumstances (including by adding benefits or new features);
(e) to respond proportionately to changes in the cost of providing the Platform; or
(f) to make the provisions of this Agreement clearer.
10. COMPLIANCE WITH LAWS AND REGULATIONS
10.1. The Merchant shall ensure that all Products sold and their sale on the Platform and the business of the Merchant comply with all applicable local, state, and federal laws and regulations and will in the future at all times comply. This includes, without limitation, consumer protection laws, product safety regulations, and any other relevant statutory requirements.
10.2. The Merchant agrees that DealDash has made no representations and offered no recommendations as to accounting or taxation procedures the Merchant adopts in its business for the transactions when using the Platform. The Merchant will seek advice regarding accounting and taxation.
11. DISPUTE RESOLUTION
11.1. Disputes
(a) A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (“Dispute”) without first complying with this clause 10 unless:
(iv) that Party is seeking urgent interlocutory relief; or
(v) the Dispute relates to compliance with this clause 10.
(b) Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Document.
11.2 Negotiation
(a) In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (“Dispute Notice”).
(b) Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
11.3. Mediation
(a) If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the Australian Disputes Centre (ADC), with such mediation to be conducted:
(i) in good faith;
(ii) in Queensland; and
(iii) in accordance with the ADC Mediation Guidelines.
(b) The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
(c) If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
12. GENERAL
12.1. Governing Law and Jurisdiction:
This Agreement is governed by the laws of Queensland. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland and of Australia.
12.2. Amendments:
Any amendments to this Agreement must be in writing and signed by both Parties.
12.3. Notices:
All notices under this Agreement must be in writing and delivered via email or mail to the addresses provided in Appendix A.
12.4. Waiver:
(a) Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Document does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
(b) A waiver must be in writing and will be effective only to the extent specifically set out in it.
12.5. Assignment:
No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Document without the prior written consent of the other Parties. Any purported dealing in breach of this clause is of no force or effect.
12.6. General Terms and Conditions (Privacy, use of information etc):
The Merchant has read and accepts the DealDash Terms and Conditions and the DealDash Privacy Policy available on the DealDash website.
12.7. Severance:
(a) If a provision of this Document is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
(b) If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Document without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Document.
12.8. Counterparts:
This Document may be executed in any number of counterparts that together will form one instrument.
12.9. Entire Agreement:
This document represents the entire agreement between the Parties, superseding all prior negotiations, agreements, and understandings.
APPENDIX A - DETAILS AND INFORMATION
Merchant Fee Structure:
The Parties agree that the Initial Membership fee is $5.00 (Five dollars) upon becoming a member.
DealDash Payment Terms:
Payment to Merchants if due are paid within 5 business days of a Product sale transaction occurring and a Merchant invoice received, unless different terms are arranged. A Product sale transaction is deemed to occur when DealDash has received full payment for the Product from customers of the Platform.
Merchant Payment Terms:
Fees and charges are payable on the 1st day of the month, in advance for the month, or quarterly or annually in advance with a 5% and 12.5% discount respectively.
Fees and interest may be charged for late payments and the service may be suspended for overdue payments.
Merchant Type:
- Merchant transacts directly (Only pays membership fee)
- DealDash purchases and on-sells (Terms, discounts and alternative mediums of exchange, percentages etc documented separately)
DealDash Notice Addresses:
Email Address: [email protected]