In becoming a Seller on this site, you agree to the following terms and conditions:
1 Introduction and contract formation
1.1 The Fabulous Ladies’ Wine Society provides a curated online marketing platform on the Website. Seller has or intends to establish a Store on this platform.
1.2 The relationship between Seller and The Fabulous Ladies’ Wine Society is one of principal and agent. When a Customer purchases a product from the Website, the contract for sale is formed between the Customer and Seller. The product is shipped by Seller directly to the Customer and does not come into the ownership or possession of The Fabulous Ladies’ Wine Society at any time. In relation to such contracts, The Fabulous Ladies’ Wine Society acts solely as the agent of Seller. The Fabulous Ladies’ Wine Society also provides various marketing and advertising services to promote the sale of Seller’s products.
1.3 By setting up a Store or using the Website as a marketing platform, Seller agrees to be bound by these terms and conditions.
1.4 The Fabulous Ladies’ Wine Society may amend these terms and conditions and the applicable Commission rate and Fees from time to time and will notify Seller of any such amendments. By continuing to use the Website as a marketing platform after receiving such notification, Seller will be deemed to have agreed to be bound by such amendments.
1.5 Capitalised terms are defined in clause 15.
2 Term and termination
2.1 This Agreement will commence on the date on which Seller sets up a Store on the Website and will continue for an indefinite period, subject to termination under clause 2.2.
2.2 Either party may terminate this Agreement at any time without cause by giving notice of termination to the other.
2.3 On termination of this Agreement (a) The Fabulous Ladies’ Wine Society may immediately remove Seller’s Store and Information from the Website; and (b) Seller will continue to perform its obligations under this Agreement for Orders received before termination. See also Clause 13.1
3 Agency relationship
3.1 Seller irrevocably and unconditionally appoints The Fabulous Ladies’ Wine Society as Seller’s agent to (a) offer and sell products that Seller displays in its Store; (b) enter into agreements with Customers for the sale of such products on the Standard Customer Terms and any other terms and conditions permitted or contemplated under this Agreement; and (c) do all other things necessary or desirable in relation to the promotion, sale and supply of Seller’s products on the Website, including promotion through print and online catalogues, print and online advertisements, Google AdWords, Facebook, and other print and electronic media channels.
3.2. When a Customer makes a purchase on the Website, The Fabulous Ladies’ Wine Society in its capacity as Seller’s agent will cause the Website to automatically generate an invoice for that transaction. Seller will not render any separate or additional invoice in respect of such sale.
3.3 Seller acknowledges that The Fabulous Ladies’ Wine Society is not a party to, and has no obligations under or in relation to, any agreement that is formed between Seller and a Customer for the sale and purchase of any product.
3.4 Seller assumes all liability for the performance of all obligations and the discharge of all liabilities under or in relation to (a) all agreements for the sale of a product on the Website; (b) any product supplied by Seller to a Customer; (c) the fulfilment of any Order accepted by The Fabulous Ladies’ Wine Society on behalf of Seller; (d) the publication of Seller’s Information on the Website; and (c) any Loss or Tax relating to or arising out of the supply or sale of any product by the Seller from one territory to a Customer located in, or purporting to be located in, another territory.
3.5 Seller indemnifies The Fabulous Ladies’ Wine Society against any Losses or Claims suffered or incurred by The Fabulous Ladies’ Wine Society in relation to (a) any agreement that is formed between Seller and a Customer for the purchase of any product by a Customer from Seller; (b) any product supplied by Seller to a Customer; (c) any Order accepted by The Fabulous Ladies’ Wine Society on behalf of Seller; (d) the publication of any of Seller’s Information on the Website; (e) any breach by Seller of this agreement; and (f) any cost, expense, Loss, claim, action or proceedings incurred by or made against The Fabulous Ladies’ Wine Society relating to or arising out of any Tax that relates to or arises out of the supply or sale of any product by the Seller from one territory to a Customer located in, or purporting to be located in, another territory.
4 Seller Administration Section on the Website
4.1 The Fabulous Ladies’ Wine Society will provide a Seller Administration Section on the Website where Seller can set up a Store and enter, edit and update product details and manage Orders.
4.2 Seller will provide the necessary computer hardware, software and internet services to access and use the Seller Administration Section. The Fabulous Ladies’ Wine Society has no responsibility for the provision, support and maintenance of any of the Seller’s hardware or software.
4.3 Seller will ensure that at all times (a) all computer hardware and software it uses to access and interoperate with the Website is equipped and functions with up-to-date software and protection against Viruses; and (b) that information supplied electronically to The Fabulous Ladies’ Wine Society and to the Website is submitted free from Viruses.
4.4 The Seller Administration Section requires Seller to set up a password. Seller will keep any such password confidential, not disclose it to any third party and notify The Fabulous Ladies’ Wine Society if Seller suspects there has been any improper use or disclosure. Seller is responsible for any access to or use of a Store that is made with Seller’s password unless and until Seller has notified The Fabulous Ladies’ Wine Society of any suspected improper use.
4.5 Seller will not (a) use the Seller Administration Section or the Website beyond the scope of use contemplated by this Agreement; (b) access the Seller Administration Section or the Website unlawfully; (c) modify or make derivative works based on the Website; (d) attempt to reverse engineer or access the backend of the Website with the intention of creating a competitive product or service; or (e) copy or build any concepts, features, functions or graphics based on the Website. Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that The Fabulous Ladies’ Wine Society will be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach.
5 Seller’s Store and the Website
5.1 The Fabulous Ladies’ Wine Society will provide Seller with instructions on how to set up and manage its Store.
5.2 Seller will not promote or include any reference to any other business or website (including Seller’s Website) in its Store.
5.3 Seller will ensure that Seller’s Information:
• is accurate, complete, up-to-date and not misleading or deceptive
• does not contain any Virus (including any computer program or code that can disrupt the operation of software, hardware or systems, or cause file deletions, file modifications or other effects that are not part of the functionality of software, hardware or systems)
• complies with all applicable laws
• is not: (a) defamatory or in contempt of any legal or other proceedings; (b) indecent, obscene, vulgar, pornographic, offensive or of doubtful propriety; (c) of a menacing character; (d) discriminatory to any group of persons including groups defined by reference to colour, race, sex, origin, nationality or ethnic or national origins; or (e) offensive or denouncing of political or religious beliefs.
5.4 Seller will ensure all offers and sales of wine and any other alcoholic product complies with all applicable laws and regulations.
5.5 Seller will ensure that all products offered for sale in its Store are of a nature consistent with The Fabulous Ladies’ Wine Society’s reputation as a shopping site for wines that are produced by women. Seller will not offer any products for sale in its Store that are from a brand or producer not approved by The Fabulous Ladies’ Wine Society.
5.6 Seller will not do anything that adversely affects the reputation or goodwill of The Fabulous Ladies’ Wine Society or the Website. The Fabulous Ladies’ Wine Society may immediately remove any product or any of Seller’s Information from the Store and the Website if The Fabulous Ladies’ Wine Society believes that it fails to comply with this Agreement, or that it is inconsistent with the ‘look and feel’ of the Website.
5.7 Seller acknowledges that The Fabulous Ladies’ Wine Society retains the absolute and unconditional right to determine:
• the nature of all other sellers using the Website and products offered for purchase using the Website and
• the manner in which the Website is presented (including the nature and arrangement of content, the categorisation of products, the order in which products and sellers are presented, features, functionality, advertising, links and the ‘look and feel’).
6 Seller’s terms of supply
6.1 Seller will offer, sell and supply products to purchasers who use the Website on the Standard Customer Terms and on no other terms and conditions.
6.2 Seller acknowledges that The Fabulous Ladies’ Wine Society is not responsible for providing Seller with any legal advice on the Standard Customer Terms. Seller should obtain its own legal advice to determine whether the Standard Customer Terms are suitable for the Seller and its products.
6.3 The Seller will offer its Customers a Free Shipping on products purchased through the Website above a certain dollar amount (e.g. Free Shipping on orders of $150 or more). Seller may also offer its Customers additional shipping options at cost, including Flat Rate and Table Shipping.
6.4 Unless otherwise agreed by The Fabulous Ladies’ Wine Society, Seller will ensure that the prices of products offered for purchase in its Store are the same as or lower than the prices for those products available for purchase on Seller’s Website.
7 Customer Orders, payment and fulfilment
7.1 If a Customer places an Order:
- The Fabulous Ladies’ Wine Society will collect payment for that Order on behalf of Seller using the payment mechanisms made available by The Fabulous Ladies’ Wine Society, provided however that The Fabulous Ladies’ Wine Society may decline to collect or process any payment at its discretion (for example, in the case of fraudulent or suspicious Orders); and
- upon receipt of payment for the Order, The Fabulous Ladies’ Wine Society will (a) notify Seller of the Order by email alert; and (b) include details of the Order in the Seller Administration Section for access by Seller.
7.2 Upon notification of an Order, Seller will:
- fulfill the Order by shipping the relevant product with within 1 – 2 business days or within such other period specified in the dispatch note which Seller has set for that product in Seller’s Store;
- include a packing slip with each shipped Order in the form specified by The Fabulous Ladies’ Wine Society, together with any other materials which The Fabulous Ladies’ Wine Society may require to be included; and
- promptly update the order status in the Seller Administration Section to indicate that the product has been shipped;
7.3 Seller will not include Seller’s Website URL, contact particulars or any marketing materials with a shipped Order, other than those required by or pursuant to this Agreement.
7.4 If Seller ships a product in fulfilment of an Order and the Customer does not receive the product for any reason, Seller will promptly ensure that alternative fulfilment arrangements are executed.
8 Returns, refunds, disputed payments and dissatisfied Customers
8.1 Seller will adopt and adhere to the Returns Policy. Seller may offer Customers additional rights of return or replacement provided that such rights are more favourable to the Customer.
8.2 The Fabulous Ladies’ Wine Society will use its best endeavours to resolve Customer enquiries relating to returns and refunds and in accordance with the Returns Policy, in its capacity as agent for the Seller. In cases which are resolved by the issue of a Store Credit or a refund (a) Seller will reimburse The Fabulous Ladies’ Wine Society for the value of the Store Credit of refund; and (b) The Fabulous Ladies’ Wine Society will not charge Commission in relation to the sale in question and will create a credit in favour of Seller for any Commission that has already been paid.
8.3 If a Customer disputes a payment charged for an Order (a) The Fabulous Ladies’ Wine Society will notify Seller of the dispute and provide Seller with a reasonable opportunity to demonstrate why the payment should not be reversed or charged-back; (b) Seller will provide The Fabulous Ladies’ Wine Society with all reasonable information, assistance and co-operation required to resolve the dispute within the timeframes imposed by the Website Payment Provider. In cases which are resolved by the reversal of the payment (a) Seller will reimburse The Fabulous Ladies’ Wine Society for any Charge-back Fee; and (b) The Fabulous Ladies’ Wine Society will not charge Commission in relation to the sale in question and will create a credit in favour of Seller for any Commission that has already been paid.
8.4 If a Customer is dissatisfied with Seller’s service or delivery times, then (a) The Fabulous Ladies’ Wine Society may in its capacity as agent of the Seller issue a Store Credit to the Customer for a value no greater than 50% of the amount paid by the Customer for the relevant products; and (b) Seller will reimburse The Fabulous Ladies’ Wine Society for the value of the Store Credit.
9 The Fabulous Ladies’ Wine Society Commission and Fees and net payment to Seller
9.1 Seller will pay The Fabulous Ladies’ Wine Society (a) the Commission in relation to each Order; and (b) all Fees.
9.2 On or about the 15th day of each month (a) The Fabulous Ladies’ Wine Society will invoice Seller for Commission on Orders shipped during the previous month and any applicable Fees; (b) The Fabulous Ladies’ Wine Society will deduct the Commission, Fees, any adjustments for Store Credits or refunds from the payments it has collected and any GST calculated pursuant to clause 11.4, and will pay the net amount to Seller, either by electronic funds transfer or by PayPal; and (c) The Fabulous Ladies’ Wine Society will provide Seller with a statement showing details of how the net amount is calculated, including any credits or offsets pursuant to clause 8
9.3 If the amount of such invoice is greater than the amount collected pursuant to clause 7, The Fabulous Ladies’ Wine Society may at its discretion either (a) create a credit note for the difference and offset it against amounts payable to Seller in subsequent months; or (b) invoice Seller for the difference, payable within 14 days of the invoice date.
9.4 The Fabulous Ladies’ Wine Society may reduce any amounts payable to Seller under this Agreement by any amount that is payable by Seller to The Fabulous Ladies’ Wine Society.
10 GST for Australian Sellers
10.1 This clause 10 applies only to Australian Sellers.
10.2 Seller must supply a valid ABN.
10.3 Invoices issued by The Fabulous Ladies’ Wine Society pursuant to clauses 3.2 and 9.2(a) will be inclusive of GST.
10.4 If the Delivery Address for the Order is in Australia, the invoice generated pursuant to clause 3.2 and the net amount paid to Seller pursuant to clause 9.2(b) will include GST that Seller is required to collect from the Customer. If Seller is required by law to be registered for GST, Seller acknowledges that it is liable to report and remit such GST to the Australian Commissioner of Taxation.
10.5 If the Delivery Address for the Order is not in Australia, the invoice generated pursuant to clause 3.2 and the net amount paid to Seller pursuant to clause 9.2(b) will include GST. In respect of such Orders, Seller will ensure that the products are exported within the time period referred to in Clause 7.2 or within 60 days from the date of the Order, whichever first occurs..
11 Exclusions of and limitations on liability
11.1 Seller acknowledges and agrees that:
- it is not feasible for The Fabulous Ladies’ Wine Society to ensure that the Website is available at all times or that it is error-free or Virus-free and the internet is not necessarily a secure or reliable method of communication;
- while The Fabulous Ladies’ Wine Society has systems to back-up information on the Website, Seller should retain a copy of Seller’s Information so that it be can reloaded to a Store if necessary; and
- The Fabulous Ladies’ Wine Society is not liable for any failure to properly send or receive communications (including Orders) via the internet, or to make available the Website, due to any interference or failure.
11.2 Subject to clause 11.3, all express or implied warranties, representations, statements, terms and conditions relating to this agreement or its subject matter (including the Website) that are not contained in this Agreement are excluded to the maximum extent permitted by law.
11.3 Nothing in this agreement excludes, restricts or modifies any Non-Excludable Provision.
11.4 If a Non-Excludable Provision applies to this Agreement and The Fabulous Ladies’ Wine Society is entitled at law to limit Seller’s remedy for a breach of that Non-Excludable Provision, then The Fabulous Ladies’ Wine Society’s liability is limited to one or more of the following at The Fabulous Ladies’ Wine Society’s option:
- in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
- in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
11.5 Subject to clauses 11.6 and 11.7 and subject to The Fabulous Ladies’ Wine Society’s obligations under any Non-Excludable Provisions, to the maximum extent permitted by law, The Fabulous Ladies’ Wine Society’s maximum aggregate liability for all claims under or relating to this Agreement or its subject matter which arise at any time during or after the Term, whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the lesser of $2,000 and the aggregate amount of Commissions and Fees that The Fabulous Ladies’ Wine Society has received from Seller.
11.6 The limitation in clause 12.5 does not apply to The Fabulous Ladies’ Wine Society’s obligation to remit payments to Seller that are collected by The Fabulous Ladies’ Wine Society under this Agreement.
11.7 Subject to The Fabulous Ladies’ Wine Society’s obligations under any Non-Excludable Provisions, to the maximum extent permitted by law, The Fabulous Ladies’ Wine Society is not liable for, and no measure of damages will, under any circumstances, include special, indirect, consequential, incidental or punitive damages or damages for loss of profits, goodwill, anticipated savings or Loss or corruption of data whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term, or on any other basis.
12 Intellectual property rights
12.1 Seller grants The Fabulous Ladies’ Wine Society a world-wide, non-exclusive, royalty-free license (including the right to sublicense) to use, reproduce and communicate to the public Seller’s Information:
- during the Term: either as part of the Website (including in response to search requests or when displaying a list of products sorted by product category) or for promotional purposes relating to The Fabulous Ladies’ Wine Society or the Website in any medium; and
- after the Term: for archival, record-keeping and related and incidental purposes. Direct product links will stay active indefinitely for search engine optimisation purposes, even if a product has been unpublished or deleted, but such products will not be available for purchase.
12.2 Seller represents and warrants that the products displayed on its Store and Seller’s Information do not infringe the Intellectual Property Rights of any third party. Seller indemnifies The Fabulous Ladies’ Wine Society against any Loss that The Fabulous Ladies’ Wine Society may suffer or incur as a result of any Claim brought against The Fabulous Ladies’ Wine Society that the products displayed on its Store or the Seller’s Information infringes the Intellectual Property Rights of any third party.
12.3 The Fabulous Ladies’ Wine Society or its licensors retain ownership of all Intellectual Property Rights in and to the Website (other than Seller’s Information). Except as expressly permitted by this Agreement, Seller will not use or reproduce The Fabulous Ladies’ Wine Society’s name, logo or trade marks without The Fabulous Ladies’ Wine Society’s prior written approval.
13 Miscellaneous
14.1 Seller will comply with all reasonable guidelines provided from time to time by The Fabulous Ladies’ Wine Society relating to the operation of the Website, including those set out in the instructions provided.
14.2 Seller will comply with all applicable laws in relation to the performance of its obligations under this Agreement, Seller’s products made available for purchase on the Website and Seller’s dealings with any purchasers of such products.
14.3 Seller may only use the information that The Fabulous Ladies’ Wine Society provides to Seller in relation to a Customer for the purposes of providing the Customer with products that are purchased by the Customer using the Website. Seller will not use such information for marketing or any other purposes.
14.4 During and after the Term, each party may only use the other party’s Confidential Information for the purposes of exercising its rights or performing its obligations under this Agreement. Otherwise, each party will keep the other party’s Confidential Information confidential and will not disclose, or cause or permit the disclosure of, such information except with the prior written consent of the other party.
14.5 This Agreement is governed by the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.
14.6 Waiver of any right, power, authority, discretion or remedy arising on default under this Agreement must be in writing and signed by the party granting the waiver.
14.7 Seller will not assign this Agreement or any right or benefit under, relating to or arising out of this Agreement except with The Fabulous Ladies’ Wine Society’s prior written consent.