ZERO2SEVENTEEN PLATFORM TERMS AND CONDITIONS
1. Introduction
1.1 The Zero2Seventeen Platform Terms and Conditions, together with our Privacy Policy, comprise the terms of a legal agreement between the person listed in the Registration Portal (Member, you or your) and Zero 2 Seventeen Pty Ltd (ACN 681 087 650) (Zero2Seventeen, we, our or us) (collectively, the agreement).
1.2 By accessing and using the Zero2Seventeen Platform, you warrant that you have read this agreement and agree to be bound by this agreement. If you are using the Zero2Seventeen Platform as a representative of an entity, you are agreeing to the agreement on behalf of that entity.
2. Zero2Seventeen Platform
2.1 The Zero2Seventeen Platform is a portal or online marketplace through which Members (as Buyers) can purchase second-hand children’s products and goods, including, but not limited to, toys, clothing, furniture and bedding and maternity wear (collectively, Goods) from other Members (acting as Sellers) on, or via, the Zero2Seventeen Platform.
2.2 We are a mere online marketplace or conduit for introducing Members (acting as a Buyer, Seller or both). We are not a seller, re-seller, supplier, distributor, retailer or manufacturer of Goods or a consumer or buyer of Goods or a courier or delivery service provider, and our role in providing you with access and use of the Zero2Seventeen Platform should be construed strictly in this context only.
2.3 When you create an Account on the Zero2Seventeen Platform, Zero2Seventeen grants you a non exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, access and use the
Zero2Seventeen Platform for the Membership Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.
3. Changes
We reserve the right to change any provision of this agreement in any way and we may, in our absolute discretion, add, change or remove any functions or features of the Zero2Seventeen Platform, any Members, Listings, Goods, Membership Fees or any other ancillary products or services offered on, or via, the Zero2Seventeen Platform with, or without notice, to the Member. If we provide the Member with notice of changes to this agreement, we shall do so either by email or by posting it on the Zero2Seventeen Platform.
4. Membership Term
4.1 This agreement commences on the date the Member creates an Account with us on, or via, the Zero2Seventeen Platform (Commencement Date) and continues, unless terminated in accordance with clause 19 (Membership Term).
5. Account
5.1 Unless you enter as a guest (in which you can only view Listings), to access and use the Zero2Seventeen Platform, the Member must create and setup an account with us via the Registration Portal (Account).
5.2 Your Account will be operated by a username which is your first name (User Name) and password (Password). A ‘one time password’ will be sent to your mobile phone. Once you access your Account using the ‘one time password’, you will be directed by the Zero2Seventeen Platform to select your own unique Password. You can change your Password at any time via the
Registration Portal. We may at any time request that the owner of the Account provide identification to verify their identity.
5.3 In order to open an Account or otherwise access and use the Zero2Seventeen Platform, you must:
(a) be over 18 years of age, and legally able to enter into contractual
relations. If you are under the age of
18 years, you may only access and
use the Zero2Seventeen Platform if
you have your parents’/guardians’
permission to download, access and
use the Zero2Seventeen Platform.
Your continued use of the Account
constitutes an acknowledgement by
you that you are: (i) over 18 years of
age; or (ii) under 18 years of age, but
have your parents’/guardians’
permission to access and use the
Zero2Seventeen Platform and that
your parents’/ guardians’ have
agreed to abide by this agreement;
and
(b) provide accurate and complete registration information (including,
but limited to, your full name, date of
birth, mobile number, email address
and profile picture). The only
registration information in your
Account that can be viewed by other
Members on your Member Profile is
your first name and location (Profile
Name) and profile picture or image.
All Personal Information as well as
the information you provide to setup
your Account is subject to our
Privacy Policy.
5.4 In relation to your Account, you are responsible for:
(a) maintaining control over, and the confidentiality of, your Account and
Password;
(b) keeping your Account registration information current, complete,
accurate, and truthful. You must not
impersonate another account holder
or provide false identity information
to gain access to or use the
Zero2Seventeen Platform;
(c) notifying us by emailing us at support@zero2seventeen.com of
any unauthorised access to, or use
of, your Account, User Name or
Password; and
(d) for all activities or transactions that occur using your Account, User
Name or Password. The owner of
the Account is solely responsible for
the activity conducted on the
Account. We are not liable for any
Loss or damage arising out of, or in
connection with, any unauthorised
access or use of, your Account, User
Name and Password.
5.5 Zero2Seventeen has the right to suspend or terminate any Account or your access or use of all or any part of the Zero2Seventeen Platform, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.
6. Your general obligations
6.1 To access and use the Zero2Seventeen Platform, you must:
(a) unless you enter as guest, open an Account with us via the
Zero2Seventeen Platform;
(b) provide us with all necessary co operation and information to
facilitate and provide the
Zero2Seventeen Platform including
(but not limited to) proof of identity;
(c) ensure that all information is true, accurate, complete and not
misleading;
(d) obtain and maintain all equipment, hardware and software required by
you to use and/or access the
Zero2Seventeen Platform;
(e) comply with all reasonable directions, policies and guidelines of
Zero2Seventeen as advised from
time to time (including the
Acceptable Use Policy); and
(f) carry out all of your responsibilities set out in this agreement in a timely
and efficient manner.
7. Seller obligations
7.1 Provided you comply with your obligations under this agreement, you (as a Seller) may, at any time post, publish, submit, update, edit, delete or add any advertisements or listing for the sale of Goods (Listings) published or displayed by you on, or via, the Zero2Seventeen Platform.
7.2 By publishing, displaying or posting Listings on, or via, the Zero2Seventeen Platform, the Member (as a Seller) warrants that at all times that:
(a) you will comply with the Acceptable Use Policy; and
(b) all information provided by you in relation to the Listings are true,
complete and accurate. You will
immediately update your Member
Profile if any of the Listings, details
or information you submit or upload
to the Zero2Seventeen Platform is
inaccurate, incomplete, or out of
date. For example, if you have
already sold Goods subject of the
Listing, the Listing should be
removed from your Member Profile.
7.3 During the Membership Term, the Member (as a Seller) will:
(a) ensure any Goods supplied or sold by you will be: (i) fit for purpose, of
merchantable quality and free from
defects (unless otherwise disclosed
to the Buyer in your Listing prior to
the Buyer purchasing the Goods);
and (ii) accurately described in the
Listing; and
(b) ensure that the sale and supply of Goods will comply with all Relevant
Laws, and you will not sell Prohibited
Goods.
7.4 We will not be liable to the Member (as a Seller) or anyone else for any:
(a) error, omission, failure to update or change your Account details, your
Member Profile or Listings which are
published, listed or displayed by a
Buyer on, or via, the
Zero2Seventeen following your
request; or
(b) Loss incurred by you or any third party as a result of, or in connection
with any content or information
supplied by you which is uploaded,
published or submitted in relation to
the Zero2Seventeen Platform.
7.5 The Member (as a Seller) acknowledges and agrees that, to the maximum extent permitted by Relevant Laws:
(a) Zero2Seventeen is not responsible for monitoring or censoring Listings;
however, we may (in our absolute
discretion and with notice to you): (i)
remove, modify, refuse to publish or
alter the Listings if we consider that
such Listings do not comply with this
agreement (including our
Acceptable User Policy or any of our
policies or guidelines published by
us from time to time); and/or (ii)
restrict, suspend or terminate your
Account or your Member Profile on
the Zero2Seventeen Platform. For
example, if we receive a report or
complaint that your Listing has
contravened the Intellectual
Property Rights of a third party or
your Listing contains Prohibited
Goods;
(b) we are not responsible to you or anyone else for any actions,
activities, conduct or transactions
(whether online or offline) that occur
as a result of, or in connection with
the sale of Goods to a Buyer
introduced to you, or via, the
Zero2Seventeen Platform;
(c) control the supply, performance or delivery of the Goods to Buyers or
the collection of Goods by Buyers
from you (as the context permits),
and we are not liable to you or
anyone else for any Loss suffered by
you as a result of the Buyer’s acts or
omissions;
(d) the risk in the Goods, including from loss, theft, damage or destruction of
the Goods, remains with the Seller
until delivered to the Buyer or
collected by the Buyer (as the case
may be); and
(e) title to the Goods passes to the Buyer when the Seller receives
payment of the full purchase price
for the Goods from the Buyer.
8. Buyer obligations
8.1 Before purchasing Goods from Sellers on, or via, the Zero2Seventeen Platform, the Member (as a Buyer) should carefully review the Member Profile and Listing. We do not recommend or endorse any Sellers (including Members Profiles) or any information, content or Listings published on a Member Profile, the Zero2Seventeen Platform or our related social media pages. You acknowledge and agree that, to the maximum extent permitted by Relevant Laws:
(a) Zero2Seventeen is not responsible for monitoring or censoring Listings;
however, we may (in our absolute
discretion and with notice to you)
remove, modify, refuse to publish or
alter the Listing if we consider that
such Listing do not comply with this
agreement (including any of our
policies or guidelines published by
us from time to time);
(b) Zero2Seventeen makes no representations, warranties or
guarantees in relation to the
availability, continuity, reliability,
accuracy, currency or security of the
Zero2Seventeen Platform, any
Goods offered for sale by Sellers on,
or via, the Zero2Seventeen
Platform, or any other ancillary
products or services made available
to you on, or via, the
Zero2Seventeen Platform. You
acknowledge that any Goods or any
other ancillary products or services
made available to you on, or via, the
Zero2Seventeen Platform are
provided ‘as is’;
(c) it is your responsibility to determine that the Goods or any other ancillary
products or services made available
to you on, or via, the
Zero2Seventeen Platform, meets
your specific needs and/or are
suitable for the purposes for which
they are used or purchased;
(d) Zero2Seventeen makes no representations, warranties or
guarantees in relation to: (i) the
standard, quality or fitness for
purpose of any Goods supplied by a
Seller; (ii) the reliability, expertise,
legitimacy, repute, or credibility of
any Seller; or (ii) a Seller’s ability or
willingness to sell, provide or deliver
the Goods to you; and
(e) Zero2Seventeen do not control the supply, performance or delivery of
the Goods to you, and we are not
liable to you or anyone else for any
Loss suffered by you as a result of
the Seller’s acts or omissions.
8.2 When purchasing Goods from a Seller on, or via, the Zero2Seventeen Platform, you (as a Buyer):
(a) must pay the purchase price for the Goods as displayed in the Listing or
as otherwise agreed with the Seller;
and
(b) as solely responsible for arranging for the Goods to be delivered by the
Seller to you or collected by you
from the Seller.
9. Restrictions
9.1 You must not:
(a) license, sell, rent, lease, transfer, assign, distribute, display, disclose,
or otherwise commercially exploit, or
otherwise make the
Zero2Seventeen Platform available
to any third party;
(b) violate our Intellectual Property Rights. For example, a Seller cannot
upload or display photographs of
Goods that belong to another
person, unless you have consent
from the copyright owner;
(c) impersonate or pose as any other person, or misrepresent your true
legal identity in your dealings with us
or any other user of the
Zero2Seventeen Platform;
(d) modify, alter, adapt, reverse compile, disassemble, reverse
engineer or otherwise reduce to
human-perceivable form all or any
part of the Zero2Seventeen Platform
or your Account, including any
images contained on the
Zero2Seventeen Platform which
belong to other advertisers or us;
(e) access all or any part of the Zero2Seventeen Platform in order to
build a product, service or code
which competes with the
Zero2Seventeen Platform; and
(f) data mine the Zero2Seventeen Platform, conduct penetration
testing of the Zero2Seventeen
Platform nor access, store,
distribute or transmit any viruses,
worms, trojans or other malicious
code, or any material when using the
Zero2Seventeen Platform that is
unlawful, unethical, harmful,
threatening, defamatory, obscene,
infringing, harassing or racially or
ethnically offensive or a
contravention of the rights of any
third party or corrupts, damages,
degrades or disrupts the operation
of the Zero2Seventeen Platform.
9.2 We reserve the right to limit your use of the Zero2Seventeen Platform, your right to purchase, sell or advertise Goods and/or any other ancillary products or services made available to you on, or via, the Zero2Seventeen Platform, including the right to restrict, suspend or terminate your Account if we believe you are in
breach of this agreement or you are misusing the Zero2Seventeen Platform.
10. Zero2Seventeen obligations
10.1 Zero2Seventeen shall use reasonable endeavours to provide you with access and use of the Zero2Seventeen Platform.
10.2 The undertaking in clause 10.1 shall not apply in the event of:
(a) any non-conformance which is caused, or contributed, by use of the Zero2Seventeen Platform contrary to our instructions or the terms of this agreement;
(b) modification or alteration of the Zero2Seventeen Platform by any party other than us or our duly authorised Personnel;
(c) the unsuitability or malfunction of the computer hardware or computer software in conjunction with which the Zero2Seventeen Platform are used;
(d) Force Majeure Events; and
(e) the unsuitability or malfunction of the Zero2Seventeen Platform when used in conjunction with any software, platforms, applications and tools supplied by a third party provider.
10.3 In the event that Zero2Seventeen fails to provide you with access and use of the Zero2Seventeen Platform in accordance with clause 10.1, we will use reasonable endeavours to correct any such non
conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 10.1.
11. Membership Fees
11.1 Unless you enter as a guest, to access and use the Zero2Seventeen Platform, you must pay either a monthly or annual membership fee as specified on the Zero2Seventeen Platform (Membership Fee). We do not charge a Member a Membership Fee to download and install
the Zero2Seventeen Platform. A guest does not have to pay a Membership Fee to view Listings; however, to sell Goods on, or via, the Zero2Seventeen Platform, the guest must create an Account and pay the Membership Fee.
11.2 The Membership Fees displayed on the Zero2Seventeen Platform are current at the time of issue. The purchase price displayed on a Listing by a Seller and availability of Goods and any other ancillary products or services made available to you on, or via, the Zero2Seventeen Platform, are subject to change effective immediately upon posting to the Zero2Seventeen Platform. You agree to pay the price current at the time of payment.
11.3 The purchase price for Goods displayed on third party websites which are linked to the Zero2Seventeen Platform may not be correct and Zero2Seventeen are not bound by them.
11.4 We reserve the right to vary the Membership Fee by providing you with 14 days’ written notice of these changes. If you do not agree to these changes, you may terminate this agreement no later 14 days after you have received written notice of the new fees. If Zero2Seventeen does not receive the written notice within [14 days, you will have deemed to have accepted the new fees.
12. Payment
12.1 The Membership Fees shown on the Zero2Seventeen Platform are in Australian Dollars (AUD) and are inclusive of GST.
12.2 To the maximum extent permitted by Relevant Laws and unless otherwise stipulated in this agreement, you agree that all Membership Fees or any other amounts owing to us under the agreement are non-refundable.
12.3 Payment of the Membership Fees are made by means of direct debit in accordance with the Direct Debit Authority in clause 13. We use a Third
Party Payment Processors to process payments made to us. By making payment of the Membership Fees, or any other amounts owing to us under the agreement, you agree to provide Zero2Seventeen with accurate and complete billing information, and you authorise us to your share billing information with our Third Party Payment Processor for the purpose of processing your payment.
12.4 We may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the Zero2Seventeen Platform at any time.
13. Direct Debit Authority
13.1 By accepting this agreement, you authorise us to arrange for the Membership Fees or any other amount owing to Zero2Seventeen under this agreement to be debited from your credit card or bank account (as applicable) as and when such fees are due and payable under this agreement (Direct Debit Authority).
13.2 You may cancel or change your Direct Debit Authority by accessing the ‘subscription’ page on the Zero2Seventeen Platform before the day on which your next debit is due. If you cancel the Direct Debit Authority, Zero2Seventeen will not be able to provide you with access to, and use of, the Zero2Seventeen Platform beyond the current billing cycle, unless you provide Zero2Seventeen with a new Direct Debit Authority.
13.3 It is your responsibility to ensure that there are sufficient funds available on your credit card or bank account (as applicable) to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds:
(a) the transaction will be rejected and the payment will be treated as if it were never made;
(b) your financial institution may charge you a fee and/or interest;
(c) you must arrange for the debit to be made by another method or arrange for sufficient funds to be available by an agreed time so that our Third Party Payment Processors can process the debit.
13.4 It is your responsibility to check your credit card or bank account statement (as applicable) to verify that the amounts debited from your credit card or bank account are correct.
13.5 If you believe that an error has been made in debiting your credit card or bank account (as applicable), you should update your credit card or bank account details by accessing the ‘member management’ page on the Zero2Seventeen Platform as soon as possible.
13.6 If you cancel the Direct Debit Authority, your right to access and use the Zero2Seventeen Platform will cease at the end of the current billing cycle. If you wish to resubscribe, you will need to renew their membership and pay the Membership Fees prevailing at the time you create a new Account.
14. Acceptable Use Policy
14.1 By downloading, accessing and using the Zero2Seventeen Platform (including the chat function contained within the Zero2Seventeen Platform), you agree to comply with the rules for the acceptable use of the Zero2Seventeen Platform as specified herein (Acceptable Use Policy).
14.2 You are solely responsible for the accuracy, currency, completeness and use of your Member Profile, Listings and any other information you publish, submit or post on, or via, the Zero2Seventeen Platform (including the chat function contained within the Zero2Seventeen Platform), and you agree to post, submit or publish your Member Profile, Listings and other
information on, or via, the Zero2Seventeen Platform at your own risk. We accept no responsibility and assume no liability for any Member Profile, Listings and any other information posted, published or otherwise transmitted by you, any other Member or any third party on, or via, the Zero2Seventeen Platform.
14.3 By advertising, uploading, transmitting, posting or publishing Listings to the Zero2Seventeen Platform, the Member (as a Seller) warrants that at all times:
(a) you hold all necessary rights, licences and consents to upload or publish the Listing on, or via, the Zero2Seventeen Platform;
(b) nothing in the Listing will cause you or us (or anyone else) to breach any Relevant Laws;
(c) no Listing is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or privacy or false and misleading;
(d) the Listing does not contain, nor will they cause, any software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) nothing in the Listing would bring Zero2Seventeen or the Zero2Seventeen Platform, into disrepute or adversely affect the reputation and goodwill of the Zero2Seventeen Platform or Zero2Seventeen;
(f) the Listing does not infringe the Intellectual Property Rights or other rights of any person;
(g) the Listing does not contain any Prohibited Goods; or
(h) the Listing is true, accurate, complete and up-to-date.
14.4 The Member (as a Seller) acknowledges and agrees that Zero2Seventeen is reliant on you for direction as to the extent Zero2Seventeen is entitled to use, publish, transmit, market, promote, advertise or display Listings on the Zero2Seventeen Platform. Consequently, you warrant that, in relation to any Listings and Goods uploaded, published, posted or offered for sale on, or via, the Zero2Seventeen Platform:
(a) it has been shared, uploaded, published and posted in accordance with the Relevant Laws; and
(b) you own all Intellectual Property Rights in the Listings and Goods, or you have a licence or have obtained the informed consent or authority from the owner of the Listings and Goods for Zero2Seventeen to use, publish, post and transmit the Listings and sell the Goods on, or via, the Zero2Seventeen Platform.
14.5 The Member (as a Seller) must not publish, post, transmit or upload Listings on, or via, the Zero2Seventeen Platform that:
(a) contain confidential information;
(b) are knowingly inaccurate, misleading or deceptive or fraudulent (including, but not limited to, as a result of you having impersonated another person or misrepresented your identity);
(c) are defamatory or harmful to another Member in any way, including by causing unreasonable embarrassment, annoyance, distress or alarm to another individual, including Zero2Seventeen or our Personnel;
(d) are aimed at disparaging or damaging the reputation or goodwill of our business, the Zero2Seventeen Platform, our social media pages, or any of our Personnel and third parties connected to us; or
(e) constitute or comprise any other material whatsoever which contravenes this agreement.
14.6 Zero2Seventeen may, at our absolute discretion, monitor, censure, remove, modify, suspend or refuse to publish or alter any Listing (with or without notice to you) if:
(a) Zero2Seventeen considers that such Listing does not comply with the Acceptable Use Policy, any other term of this agreement or any of our policies or guidelines published by Zero2Seventeen from time to time); or
(b) Zero2Seventeen receive a complaint from another Member or third party that you are infringing their Intellectual Property Rights or other rights. Zero2Seventeen may investigate any complaint within a reasonable period of time and will let you know the outcome of its investigation.
14.7 When accessing or using the chat function within the Zero2Seventeen Platform, you acknowledge and agree that it is your responsibility to:
(a) ensure that all communications with other Members, are polite, respectful and courteous;
(b) to ensure that any information or content you post, publish or transmit through the chat function within the Zero2Seventeen Platform is accurate, reliable, up-to-date, and complete;
(c) respect the privacy rights of other users and third parties;
(d) ensure that you have adequate legal rights to publish, post, transmit, reproduce or otherwise use any information or content you transmitted through the chat function on the Zero2Seventeen Platform; and
(e) comply with the Acceptable Use Policy at all times.
14.8 You may make a complaint that a Listing published by another Member contravenes the Acceptable Use Policy (eg the Member does own the Goods for sale or the Member does not own copyright in the Listing) by emailing us at support@zero2seventeen.com.
Zero2Seventeen shall use reasonable endeavours to investigate the complaint and remove any Listings and/or Goods from sale that has been published in contravention of the Acceptable Use Policy within a reasonable period of time.
15. Intellectual Property Rights
15.1 You acknowledge that, notwithstanding anything else, Zero2Seventeen and/or our licensors own all Intellectual Property Rights in the Zero2Seventeen Platform, including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Zero2Seventeen Platform (and anything arising or generated therefrom) (collectively, the Zero2Seventeen IP). Accessing and using Zero2Seventeen Platform does not give you (or anyone else) ownership of, or any right, title or interest in any of the Zero2Seventeen IP, all of which is, and will remain, owned by Zero2Seventeen or our licensors.
15.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Zero2Seventeen Platform will automatically vest in, and are assigned to, Zero2Seventeen.
15.3 By creating an Account, Member Profile and/or publishing, uploading or submitting Listings on, or via, the Zero2Seventeen Platform, you grant Zero2Seventeen for the Membership Term a royalty-free, non-exclusive, sub
licensable, transferable and worldwide licence to:
(a) use your Account, Listing and Member Profile (including registration information and Personal Information) for the purpose of
providing you with access to, and use of the Zero2Seventeen Platform and any ancillary products or services made available on, or via, the Zero2Seventeen Platform or for marketing purposes; and
(b) market, promote, distribute and sell Goods to other Members on, or via, the Zero2Seventeen Platform.
16. Warranties
16.1 To the maximum extent permitted by Relevant Laws, Zero2Seventeen excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the provision of the Zero2Seventeen Platform.
16.2 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
16.3 You acknowledge and agree that, to the extent permitted by Relevant Laws, Zero2Seventeen makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Zero2Seventeen Platform, Goods or any other ancillary products or services made available to you on, or via, the Zero2Seventeen Platform. You acknowledge that the Goods or any other ancillary products or services made available to you on, or via, the Zero2Seventeen Platform are provided ‘as is’ and Zero2Seventeen will not be liable if the Zero2Seventeen Platform, the Goods or any other ancillary products or services made available to you on, or via, the Zero2Seventeen Platform, are unavailable for any reason, including directly or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious or wilful acts or omissions of third parties (including our third party service providers);
(c) maintenance (scheduled or unscheduled) carried out by our or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the Zero2Seventeen Platform;
(d) products or services provided by third parties (including internet service providers and Sellers) ceasing or becoming unavailable; or
(e) a Force Majeure Event.
16.4 The Member warrants, acknowledges and agrees that:
(a) your use of the Zero2Seventeen Platform has not been made on the
basis of any representations made
by Zero2Seventeen regarding
current or future features or
functionality of the Zero2Seventeen
Platform;
(b) you (if you are acting as a Seller) have the right to post, publish and
reproduce the Listings posted or
displayed on your Member Profile
(and all Intellectual Property Rights
contained therein), and to grant us
the right to post, publish and
reproduce the Listing on the
Zero2Seventeen Platform or any of
our social media pages;
(c) you have the full power and authority to enter into this agreement and
perform your obligations
contemplated by this agreement,
and in doing so, you will not breach
any third party rights; and
(d) Zero2Seventeen makes no representations, warranties or
guarantees that you (if you are
acting as a Seller) will make any
profit, revenue, a minimum number
of sales or increase your market
share or client base by accessing,
using and advertising on, or via, the
Zero2Seventeen Platform.
17. Limitation of Liability
17.1 To the fullest extent permitted by Relevant Laws, Zero2Seventeen will not be liable to you or any third party for any:
(a) Loss; and
(b) loss of, or damage to, any property or any personal injury or death to
you, any other user or any third
person,
arising out of, relating to or connected to, the supply, purchase or use of Goods by Members, your access to or use of the Zero2Seventeen Platform (or any other ancillary products or services made available to you on, or via, the Zero2Seventeen Platform) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
17.2 To Under no circumstances will Zero2Seventeen’s aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed:
(a) in the case of a guest, the sum of $10; or
(b) in the case of a Member, the Membership Fee paid by you to us
in the preceding two months from
the date of the Claim.
17.3 You agree to defend, indemnify and hold Zero2Seventeen, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Losses and Claims that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:
(a) the access and use by you, your Personnel, your Affiliates or any
third party of the Zero2Seventeen
Platform (including the supply and
use of any Goods);
(b) a breach by you, your Personnel or your Affiliates of any Relevant Laws
or the Intellectual Property Rights of
Zero2Seventeen or any third party;
(c) any breach by you or your Personnel of any Relevant Laws; or
(d) any breach by you, your Personnel or your Affiliates of this agreement.
18. Privacy
18.1 All Personal Information you provide to open an Account, create a Member Profile and any Listings you upload, generate, share, or publish on, or via, the Zero2Seventeen Platform, is subject to our Privacy Policy, which is incorporated into this agreement..
18.2 You warrant that, in relation to any Personal Information comprising your Account, Member Profile, Listings or any other information disclosed to Zero2Seventeen on, or via, the Zero2Seventeen Platform:
(a) it has been collected in accordance with Privacy Laws;
(b) you have the authority to upload, post, publish or otherwise transmit
such information on, or via, the
Zero2Seventeen Platform; and
(c) you have obtained the informed consent of the individuals who are
the subject of such Personal
Information in order for
Zero2Seventeen to use, disclose,
store, transfer, process or handle it.
19. Termination
19.1 During the Membership Term you may terminate this agreement at any time by accessing the ‘membership management’ function in the Zero2Seventeen Platform or this agreement will automatically terminate at the end of the billing cycle if you do not pay the Membership Fee in advance for the next billing period. If you terminate the
agreement in accordance with this clause 19.1, you will not be entitled to a pro rata refund of the Membership Fees for the unused portion of the Membership Term.
19.2 Zero2Seventeen may terminate the agreement any time (without liability to you except we will provide you with a pro rata refund of the Membership Fees for the unused portion of the Membership Term) by giving you 14 days’ written notice.
19.3 You agree that Zero2Seventeen may, at any time and at our absolute discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):
(a) your Account, Member Profile and/ or Listings;
(b) the Zero2Seventeen Platform and/or Website; and/or
(c) any social media pages, products and/or services offered on, or via the
Zero2Seventeen Platform.
19.4 Cause for such suspension or termination under clause 19.3 may include, but are not limited to:
(a) any serious or repeated breaches or violations of this agreement, our
policies and guidelines
(including our Privacy Policy and
Acceptable Use Policy) and any
other agreements entered into
between the parties;
(b) serious or repeated breaches or violations of Zero2Seventeen or
another person’s Intellectual
Property Rights or privacy rights;
(c) unless you are a guest, your failure to pay the Membership Fees to
access and use the
Zero2Seventeen Platform;
(d) your activities, conduct or transactions on, or, via, the
Zero2Seventeen Platform, brings, or
has the capacity to bring,
Zero2Seventeen into disrepute;
(e) requests by law enforcement or other government agencies.
19.5 If Zero2Seventeen terminates the agreement in accordance with clause 19.3, you acknowledge and agree that you are not entitled to pro rata refund of the Membership Fees for the unused portion of the Membership Term.
19.6 You agree that all such suspensions or terminations shall be made at our absolute discretion and that we will not be liable to you or any third party for any such suspension or termination.
20. Effect of termination
20.1 On termination of this agreement for any reason:
(a) all licences and rights of access granted under this agreement will
immediately terminate;
(b) you must pay all outstanding Membership Fees and any other
outstanding monies owing to
Zero2Seventeen under this
agreement within seven days; and
(c) Zero2Seventeen will disable your Account, your Member Profile and
your Listings will no longer be
accessible by you through the
Zero2Seventeen Platform. All
information that is no longer needed
will be securely destroyed or de
identified; however,
Zero2Seventeen will be required to
retain Personal Information
(including basic registration
information) in accordance with
documentation retention and
destruction laws.
21. Third party websites
21.1 The Zero2Seventeen Platform or any Listings may contain third party content or content that may link to other websites, services, products or resources on the Internet, and other websites, services, products or resources may contain links to the Zero2Seventeen Platform. These websites are not under our control and
are not maintained by us. We are not responsible for the content of those websites, resources, products or services, and accept no responsibility for them or for any Loss or damage that may arise from your use of them (notwithstanding anything else contained herein). We only provide links to third party websites for your information and convenience.
21.2 Links, references or other connections to these websites, resources, products or services do not imply any endorsement of them or any association with their owners, operators or advertising material (as the context permits).
21.3 Your linking to or from these sites, or use of, or reliance on, such websites, resources, products or services is at your own risk. You should carefully review the terms and conditions and privacy policies of all off-site pages and other websites or third-party suppliers that you visit or transact with.
22. Dispute Resolution
The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this Agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.
23. Force Majeure Event
Zero2Seventeen will have no liability to you or anyone else under this agreement if we are prevented from or delayed in performing our obligations under this agreement or otherwise, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or
telecommunications network, act of God, natural disasters, pandemics, epidemics, mandatory government lock-downs, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors, shortage of suppliers, equipment and materials,(Force Majeure Event).
24. Updates
24.1 Without notice to you, Zero2Seventeen may, at our absolute discretion, from time to time:
(a) change, add or delete the functions, features, performance, or other
characteristics of the
Zero2Seventeen Platform; or
(b) apply or install updates to, or new versions of, the Zero2Seventeen
Platform.
24.2 You acknowledge that the Content, Member Profiles and Listings on the Zero2Seventeen Platform are subject to change at any time and may be out of date at any given time. Zero2Seventeen are under no obligation to:
(a) update, correct or fix any Content, Member Profiles, Listings or errors
in the Zero2Seventeen Platform;
and/or
(b) notify you of any changes to the Content, Member Profiles, Listings
or the Zero2Seventeen Platform,
unless required by a Relevant Law
to do so.
25. Notice
25.1 By accessing and using Zero2Seventeen Platform, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Zero2Seventeen Platform.
25.2 You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.
25.3 Notice will be deemed received and properly served immediately when posted on the Zero2Seventeen Platform or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in the Registration Portal.
26. General
26.1 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
26.2 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
26.3 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
26.4 Zero2Seventeen may deduct from any amounts owing to you under this agreement from any amounts due or owing to us under this agreement (including under the indemnity in clause 17.3).
26.5 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter they cover.
26.6 You may not assign, transfer or deal in any other manner with all or any of your rights or obligations under this agreement
without our prior written consent. To the extent permitted by Relevant Laws, we may, at our absolute discretion, assign, transfer or deal in any other manner with all or any of our rights or obligations under this agreement without your prior written consent.
26.7 Clauses 11, 12, 16, 17, 18, 19, 20, 21, 22, 23, 25, 26 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.
26.8 Nothing in this agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
26.9 The laws of the state of Victoria, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
27. Contact Us
If you have any questions about this agreement, please contact us via email at support@zero2seventeen.com.
28. Definitions
28.1 In this agreement, the following words shall have the following meanings:
(a) Acceptable Use Policy has the meaning in clause 14.1
(b) Affiliate means in relation to any party, a person which, directly or
indirectly, (i) is Controlled by that
party; or (ii) Controls that party; or
(iii) is Controlled by a person
referred to in (ii) above, and for this
purpose Control means the power
of a person to secure (whether by
the holding of shares, possession of
voting rights or by virtue of any
powers conferred by articles of
association, constitution,
partnership agreement or other
document regulating such person)
that the affairs of another are
conducted in accordance with its
wishes.
(c) Business Days means each day excluding Saturdays, Sundays and public holidays in Victoria , Australia.
(d) Buyer means a Member who orders or purchases Goods on, or via, the Zero2Seventeen Platform.
(e) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.
(f) Commencement Date has the meaning in clause 4.1.
(g) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the agreement: (i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense; (ii) loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data, or loss of enjoyment; (iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; (iv) loss or damage to any property, or for any personal injury or death; or (v) loss or damage of the nature set out above in clauses (i) to (iv) (inclusive) that is incurred or suffered by or to a third party.
(h) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Zero2Seventeen Platform.
(i) Force Majeure Event has the meaning in clause 23.
(j) Goods has the meaning in clause 2.1.
(k) GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(l) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.
(m) Listing has the meaning in clause 7.1 and includes any videos, content, materials, works, text, graphics, photographs, images, and other data.
(n) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.
(o) Member, you or your has the meaning in clause 1.1 and where the context permits, is a Buyer and/or Seller.
(p) Member Profile means the profile of a Member that is displayed on the Zero2Seventeen Platform and which contains the Member’s profile information (including Personal Information) and may include Listings (if the Member is selling Goods).
(q) Membership Fee has the meaning in clause 11.1.
(r) Membership Term has the meaning in clause 4.1.
(s) Password has the meaning in clause 5.2.
(t) Personal Information has the same meaning that it has under Privacy Laws, namely information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the
information or opinion is true or not and recorded in a material form or not.
(u) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.
(v) Personnel means any officer, employee, agent, contractor, sub contractor or consultant of a party.
(w) Privacy Policy means our privacy policy available at www.zero2seventeem.com or any other internet site notified by Zero2Seventeen from time to time, which is incorporated into this agreement.
(x) Profile Name has the meaning in clause 5.3(b).
(y) Prohibited Goods means any goods or products that are: (i) obscene, inappropriate, disparaging, indecent, offensive, pornographic or otherwise not suitable for children under the age of 17 years; or (ii) are volatile, explosive, flammable, hazardous or otherwise damaging or dangerous, banned products or services or any goods, products or services that are illegal or cannot be sold or offered for sale under any Relevant Law.
(z) Registration Portal means the registration portal on the Site or mobile application used by Members to access, use and subscribe to the Zero2Seventeen Platform.
(aa) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements anywhere in the world, and includes Privacy Laws.
(bb) Seller means a Member who advertises and sells Goods on, or via, the Zero2Seventeen Platform.
(cc) Site means our website located at www.zero2seventeem.com and social media linked pages or any other internet site notified by Zero2Seventeen from time to time.
(dd) Third Party Payment Processor means Apple Pay, Google Play and any other a third party payment processor permitted by Zero2Seventeen from time to time.
(ee) User Name has the meaning in clause 5.2.
(ff) Zero2Seventeen, we, our or us has the meaning given in clause 1.1, and where the context permits, our Personnel and Affiliates.
(gg) Zero2Seventeen IP has the meaning in clause 15.1.
(hh) Zero2Seventeen Platform means the online marketplace (including all Intellectual Property Rights contained therein) owned and operated by Zero2Seventeen and made available to Members via a mobile application and/or the Site.