Acceptance of Terms
1.1 Welcome to the NEAU COLLECTIVE PTY LTD (A.C.N 641 581 428) trading as Neau Collective Website (Neau Collective) A.B.N 18 641 581 428 terms and conditions agreement for the use of the Neau Collective Website. These Terms and Conditions of use apply to the entire contents of this website.
1.2 Any reference to ‘you’ or ‘your’ (the individual) in these terms and conditions includes you any other person acting on your behalf or any person that has your authority to do so, either directly, expressly or impliedly. Any reference to ‘we’, ‘us’, ‘our’, or ‘ours’ means NEAU COLLECTIVE PTY LTD trading as Neau Collective (Neau Collective).
1.4 Neau Collective may amend these terms and conditions, the Neau Collective policies or any notices from time to time without prior notice.
1.5 You acknowledge that by using this Website from time to time you shall become bound to the current version of the relevant terms and conditions and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the then current version each time you use this Website.
1.6 Merchants must adhere to our terms and conditions, including our Brand Policy – see clause 16.6.
1.7 By using or accessing the website, you agree to the terms and conditions hereafter, which govern the relationship between Neau Collective and each buyer and merchant, as well as the relationship between buyers and merchants.
2.1 Neau Collective provides a platform for the primary purpose of enabling buyers to interact and transact with merchants through the website and its services.
- Terms and conditions for using the platform
3.1 By registering for an account, listing, selling or buying on the website you confirm that you have understood and accepted Neau Collective’s terms and conditions.
3.2 You warrant that the information you have supplied as part of the purchasing and or registration process is accurate and that you will notify us of any changes. You are responsible for safeguarding the security of your account, including keeping your password confidential.
3.3 Unless agreed by us in writing, all users of the website are limited to one account. We reserve the right to reject any registration and refuse use of the platform for any reason, at our sole discretion.
- Our role
4.1 We provide a platform for the primary purpose of enabling buyers and merchants to interact and transact through the website and its services.
4.2 When a buyer purchases from a merchant, a legally binding contract is formed between these parties. For the avoidance of doubt, by accepting Neau Collective terms and conditions, the buyer will also be accepting the merchant's terms and conditions.
4.3 Neau Collective is not party to the transaction and shall not bear any express or implied liabilities related to the items sold online. We do not possess, check or act as caretakers of any items that are sold by merchants at any time.
- Conduct and behaviour
5.1 You may only use the website and its services for its primary purpose.
5.2 In your interactions, you must at all times remain courteous and polite and not use any nicknames, comments, product descriptions or messages that are obscene, discriminatory, offensive or discourteous.
5.3 You are responsible for all data transferred from your systems to our website and services and shall bear all liabilities in any way connected to such data and content.
5.4 You must not:
(a) Use the Neau Collective website or any of its services for any unlawful activity;
(b) Do anything that causes damage or disruption to the website or its services;
(c) Send malicious information to any party using our services (including viruses, Trojans, adwares, worms, spam);
(d) Use the website or services for commercial solicitation, or use any data obtained from or via our website without our prior consent;
(e) Transfer your account to another party without our prior consent;
(f) Provide us with false, inaccurate or misleading information;
(g) Attempt to manipulate transactions or tamper with the website in any way.
- Use of data
6.2 Merchants agree to fully comply with the Australian Privacy Principle and use buyers’ information solely for the purpose of completing transactions and not store buyers’ data subsequently or pass it on to third parties except where required to full fill the order or provide the services, for example a merchant may provide a buyers details to a courier or transport company to deliver the products ordered.
- No Representation or Reliance
7.1 We do not represent or warrant that the website will be error-free, uninterrupted, free from third party attacks or otherwise available at all times to meet your requirements. You acknowledge that neither we nor any person acting on behalf of us has made any representation or other inducement to you to enter into these terms and conditions, except for representations or inducements if any expressly set out in these terms and conditions.
7.2 You acknowledge and confirm that you do not enter into these terms and conditions in reliance on any representation or other inducement by or on behalf of us, except for representations or inducements expressly set out in these terms and conditions. Neau Collective does not represent or warrant that buyers and merchants will perform their respective obligations under our website as agreed.
7.3 Merchants who provide product descriptions, data and make products available for sale through the Neau Collective website shall be bound by our terms and conditions in addition to their own. Any representations, warranties or descriptions regarding their products shall be solely binding upon them and shall not be binding on Neau Collective.
7.4 Neau Collective does not represent or warrant that the information provided by merchants, such as nutrition, labelling, ingredients, allergens, contents, weight, volume, size, health benefits or any other information is accurate, complete and not misleading.
7.5 In no event shall Neau Collective be held liable for online advertisements, editorial features or recommendations about diets, health benefits and or particular products or services that may be suggested for particular purposes or expectations. No such representations or recommendations that may be displayed on the Neau Collective website should serve as a substitute for professional advice.
7.6 You should not rely solely on the information presented on the website. We recommend that you contact the merchant directly in case you have a specific dietary concern, allergy concern or question regarding a particular product.
7.7 Where a dispute arises between, or out of buyers and merchants activity on our website, each party expressly agrees to waive any subsidiary or recourse claims against Neau Collective and further agrees to indemnify and hold Neau Collective harmless from any claims that may be in any way connected with such dispute.
- Disclaimer of Warranty and Limitation of Liability
8.1 Use of this site is at your sole risk all materials, information, products, software, programs and services are provided “as is” with no warranties or guarantees whatsoever. Neau Collective expressly disclaims to the fullest extent permitted by law all express, implied, statutory and other warranties, guarantees, or representations, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights without limitation, Neau Collective makes no warranty or guarantee that this web site will be uninterrupted, timely, secure or error-free.
8.2 You understand and agree that if you download or otherwise obtain materials, information, products, software, programs, and services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system.
8.3 In no event will Neau Collective be liable to any party for any direct, indirect, incidental, special, exemplary or consequential damages of any type whatsoever related to or arising from this Website, or of any site or resource linked to, referenced or accessed through this Website, or for the use or downloading of, or access to, any materials, information, products and services, including, without limitation, any lost profits, business interruption, lost savings, loss of programs or other data, even if Neau Collective is expressly advised of the possibility of such damages. This exclusion and waiver of liability applies to all causes of action, whether based on contract, warranty, tort or any other legal theories.
9.1 Governing Law
This Agreement is governed by and must be construed according to the law applying in New South Wales. The parties hereby irrevocably submit to the jurisdiction of the courts of New South Wales.
No indulgence or extension of time which either you or Neau Collective may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of Neau Collective in terms hereof, save in the event or to the extent that Neau Collective has signed a written document expressly waiving or limiting such rights.
9.4 Force Majeure
Neither we nor the merchants will be obliged to fulfil the responsibilities detailed in the terms and conditions in circumstances beyond reasonable control. These include but are not limited to pandemics, earthquakes, floods, fire, plague or other natural disasters, terrorism, riots, civil disturbances, war, strikes, nuclear or chemical contamination, failure of public infrastructure, national emergency, inclement weather or acts of God. Duties and obligation will be postponed for the period of the Force Majeure.
10 Merchant terms and conditions
10.1 In order to ensure that the platform promises to buyers are maintained, conditions applicable for merchants to be able to sell on the platform may vary from time to time. These are specified as part of the merchant registration process. By registering and listing products for sale on our website you agree that you and your products comply with the criteria to sell on our website.
11 Australian and New Zealand Products Only
11.1 You may only register and sell products on our website for goods and products that are made, and/or grown in Australia or New Zealand. Goods or products that are not made, and/or grown in Australia or New Zealand may not be advertised or sold on our website.
11.2 You acknowledge the Neau Collective website expressly markets its brand as only selling and advertising products that are madeand/orgrown in Australia or New Zealand and your failure to strictly comply with this essential term and condition will result in you being prohibited from accessing our website and will make you liable for any loss and damage we suffer due to your breach of this essential condition.
- Listing and Advertising
12.1 By uploading products and listing quantities for sale on your profile page you agree that you are legally entitled to sell the products listed and that the descriptions are accurate, not false, ambiguous or misleading, and that the products are in fact available for delivery to all buyers and within the estimated delivery periods specified by you. Order fulfillment must occur by you within 2 working days of receiving the order through Neau Collective.
12.2 It is your responsibility to ensure the sale and distribution of all goods and products is not in breach of any applicable laws and that no regulatory restrictions or specific duties apply to such items. Please be aware that your goods and products may be sold and delivered internationally and it is your obligation to be familiar with and ensure the sale and delivery of the goods and products comply with the laws, regulation and customs of the place of delivery as well as the place of origin.
12.3 Neau Collective shall not be responsible for verifying your right to list and sell products, or whether the sale of such products is prohibited or deemed illegal. The Neau Collective reserves the right to remove from listings, without prior notice to the merchant, any goods or product whose sale becomes illegal or controversial, although Neau Collective does not have any express obligation or responsibility to do so.
12.4 You must ensure your products listed and advertised:
(a) do not infringe any third party intellectual property and you have all necessary licences or approvals in order to sell your products to the buyers on the website;
(b) are labelled and packaged in compliance with any food standards laws and regulations where applicable, and that the nutritional labelling includes mandatory ingredient statements as well as the relevant warnings where products contain major food allergens;
(c) are able to be supplied and delivered in the quantities and within the period specified on your profile page when an order is placed;
(d) match the products you will deliver including quantity, weight or volume;
(e) are not illegal, immoral or offensive;
(f) are of high quality and standard in keeping with the quality and standard expectations of the Neau Collective brand;
(g) are authentic and genuine, for example any products advertised as by indigenous or native must genuinely have these attributes; and
(h) are only made and/or grown in Australia or New Zealand.
12.5 We reserve the right to terminate any listings that are in breach of our terms and conditions and remove any products at our reasonable discretion. If we remove or terminate any listing we will not be liable to compensate you for any lost revenue, lost profit, loss or damage suffered.
12.6 By listing a product for sale at a price you agree that you will supply the product at that price to buyers on the website. The delivery cost of the goods and products sold and delivered domestically (excluding rural areas) must be factored into the sale price and you must not charge an additional fee for the delivery or shipping of the goods or products for domestic sales (excluding rural areas). You may charge delivery and shipping cost for international sales where your products are being delivered or shipped internationally however you must expressly state the delivery and shipping cost so that a buyer knows the total cost to proceed with the purchase before proceeding with the transaction. The price listed must be in Australian currency only and include all applicable taxes and Goods and Services Tax.
12.7 Merchants are required to dispatch orders received on the Neau Collective platform within 2 working days.
13 Merchant Warranties
13.1 You must provide buyers with clear and accurate information regarding all products listed, as well as all consumer statutory rights and warranties, whether express or implied, which shall solely be borne by you.
13.2 You agree and accept you are solely responsible for the goods and products, quality, features, safety, adequate package and transportation of your goods and products, nutritional and dietary information contained on labels and products advertised on line, including any information that may be required or expected by buyers, any disclaimers, notices, warning or product restrictions.
13.3 You undertake to address any concerns, issues or complaints raised by buyers in a professional and courteous manner, including, but not limited to, complaints regarding quality and refunds in a timely and effective manner. Whilst we have no obligation to you or the buyer to assist in resolving a complaint or concern where we chose to try and assist in the resolution of a dispute you agree to promptly provide us with any information that we may reasonably require to investigate and try and assist in resolving the dispute.
13.4 Where you are selling any products, such as alcohol or tobacco, that may only be sold to an adult over the age of 18 years you agree to comply with all your legal obligations in relation to the sale of the goods and products and also to act ethically and responsibly in the sale of these products. Any fines, fees or charges that we may incur because of your breach of your obligations in the sale of goods and products we be charged to you plus a further 10% of the amount to cover our costs and fees in the administration of the matter.
13.5 You must not engage in any conduct or action that may adversely affect, reflect detrimentally or negatively on the Neau Collective brand such as posting adverse or negative comments on any form of social media regarding your experience with a buyer or the Neau Collective website.
- Intellectual property
14.1 You acknowledge and agree that all intellectual property and property rights in the Neau Collective website remain the property of Neau Collective and you will not receive, be entitled to assert or claim or have any property rights, whether by way of licence or custom, in our website which at all times shall remain our intellectual property and property.
14.2 You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use, display, edit, modify, reproduce, distribute, publish, store and if applicable prepare derivative works of Your Content to provide and promote the Services. You also waive any moral rights you have in respect of Your Content. This licence will survive termination of the Terms.
14.3 You acknowledge and agree where we assist you in building, styling and marketing your profile page, for example by arranging professional photos and assisting with the written content of your page or your profile we retain the intellectual property rights in the photographs, design, style and content and you are not authorised or permitted to use the photographs or material on any website, forum, marketing and sales platform, in particular any platform that may be in competition with our website, except for your business own personal website page.
14.4 You acknowledge and agree that:
(a) nothing in these Terms constitutes a transfer/assignment of our intellectual property rights to you;
(b) we own or are licenced all intellectual property rights in or used in relation to our website (including without limitation all software, images, texts, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio and video) (Our IP);
(c) you must not directly or indirectly do anything (or allow anything to be done) that would or might invalidate or put in dispute our ownership or licence in respect of Our IP; and
(d) you must not copy, reproduce, transmit, display, perform, publish, adapt, edit or create derivate works from any of Our IP.
- Our Fees and Charges
15.1 Neau Collective charges a commission per each successful sale transaction that is transacted through our website. Our commission is charged at the rate of 7% plus GST calculated on the total sale price of the goods or products by you. Total sale price includes the GST amount charged by you, but does not include any delivery fees, cost or charges. For example if you sell a product for $50.00 plus GST plus delivery charges our commission will be calculated on the amount of $55.00.
15.2 We reserve the right to vary our commission rate for each merchant depending on the volume of sales transacted through our website and platform. Merchant’s who transact a high amount of business through our website, based on turnover, may be charged a lower rate of commission compared to merchants who transacts a small amount of turnover through our website.
15.3 If we are going to change your commission rate we will provide you with not less than one (1) months written notice, which may be via email, of our intention to change your commission rate. All transactions that occur after the expiration of the period of notice will incur commission at the varied rate.
15.4 If a buyer is entitled to a refund of the goods or products purchased we reserve the right to charge our full commission or such lesser amount as we deem reasonable to reimburse our administration time and costs incurred in arranging the refund. These fees and charges will be deducted from your next payment instalment.
15.5 By listing goods and products on our website you accept and agree to pay all the applicable fees, charges and expenses in accordance with these terms and conditions.
15.6 Commissions on discounts and sale products: If the discount is absorbed by Neau Collective, commission will be charged on the original full price and if the discount is absorbed by the vendor, commission will be charged on the discount price.
- Payment to you, sales payment and refunds
16.1 Your sales proceeds will be paid on the second Thursday of the following month for verified orders dispatched to buyer(s) during the previous calendar month, less the above commission, fees and charges due to us. For the avoidance of doubt, any buyer refunds will be processed by us and deducted from your sales proceeds. If there are no sales proceeds due to you or there are insufficient funds due to you to cover the cost of the refunds, we reserve the right to invoice you directly for the amount refunded and you are required to pay our invoice issued within 7 days from the date of the invoice. If we hold your credit card details on file, you hereby irrevocably authorise us to deduct the refund amount due from your credit card.
16.2 Orders placed via our website by a buyer must only be paid by the buyer through our website payment facility operated by Shopify Credit Card Payment or Paypal. The buyer is not allowed and you are not permitted to process payment of the order directly with the buyer. You acknowledge, in addition to our fees and charges, Shopify or Paypal will charge you an additional fee to use its Credit Card Payment system. This fee is subject to change by Shopify and Paypal directly.
16.3 Shopify and Paypal’s fees and charges may vary. You agree you will be bound to pay Shopify’s then current fees and charges. Please keep in mind the fees and charges you will incur with us and Shopify in determining the selling price for your goods and products.
16.4 You are responsible for all risk and liability related to supplying the order to the buyer and should obtain your own independent professional advice for insurances that you may require to cover you and your business. Neau Collective does not have an insurance policy to cover you and your business against any risk including but not limited to damage, theft or loss of good or products in transit, injury or death caused by your products.
16.4 You are responsible for all risk and liability related to supplying the order to the buyer and should obtain your own independent professional advice for insurances that you may require to cover you and your business. Neau Collection does not have an insurance policy to cover you and your business against any risk including but not limited to damage, theft or loss of good or products in transit, injury or death caused by your products.
16.5 Buyers will be entitled to a refund or return of any products that fail to meet the specifications in your advertising, are unfit for consumption or in accordance with their rights under any applicable consumer laws. The buyer has 3 days from the date of delivery receipt in which to notify you of any defect, including shortfall in quantity, sold and delivered by you. You must act reasonably in determining and actioning any refund or replacement claim by a buyer keeping in mind that adverse social media reviews will be detrimental to your business and the Neau Collective branding.
16.6 Where possible you must adhere to the Neau Collective refund and returns policy as follows:
"We are committed to providing quality products to all of our customers. We anticipate that you will be delighted with your purchase but if for any reason you are not, please contact email@example.com within 48 hours of receiving the product.
We will happily issue a refund or store credit for products that are damaged and/or faulty or products that are not received.
If the product is eligible for a return or refund, the product must be returned, unused and in the original undamaged packaging and labels, together with any accessories, within 7 days of purchase. Shipping expenses will be borne by the customer and will not be refunded."
If your business has any specific refund or return policy, for example certain products may not be returned, cancelled to refunded once an order has been placed you must make this condition expressly clear in the Brand Policy (also known as Returns Policy) section of each product page.
16.7 It is your responsibility to ensure your pricing for goods and products listed include all applicable duties and taxes to deliver the good and products to the buyers, including customs and excise duty, GST and any other applicable taxes. You are responsible for accounting for all taxes due relating to the sale of your products on our website. We will not collect and remit any GST on your behalf.
- Customer communication
17.1 You may not directly communicate with or target marketing (including any statements of your own company website domain) at any customers of the Neau Collective website, via any means, except for responding to direct messages regarding product queries or orders via our platform and website. This includes but is not limited to promotional leaflets in packaging, promotional emails, including email signatures or footers with marketing messages, and order acknowledgement or dispatch emails.
- Confidential Information
18.1 “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.
18.2 Both you and us agree to use the Confidential Information of the other only to perform the obligations in accordance with these terms and conditions. Confidential Information of each party must be protected and respected.
- Additional Services
19.1 In addition to hosting our website we may offer additional services to assist you in managing your profile page, better market your goods and products and increase sales. Any additional services we offer will be charged separately and in addition to our commission rates.
19.2 The additional services we may offer include:
(a) professional photography package to tell your story and market your products;
(c) advertisements opportunities (eg. A banner feature on the home page) to provide extra visibility in order to further promote your goods, products and business.
19.3 Prior to providing any additional services we will provide you with the fee and charges to provide the additional services for your acceptance prior to performing the additional services. The fees and charges for the additional services must, at our discretion, be paid upon the issue of an invoice or may be deducted by us from the monies due to you from monthly sales. In the event we elect to deduct the monies due to you from your monthly sales your hereby irrevocably authorise us to deduct the monies due for the additional services from your monthly sales monies.
20.1 Neau Collective may from time to time amend its policies procedures and systems to better promote the Neau Collective website and branding. You agree to comply with any changes instigated by Neau Collective provided that the changes to not detrimentally affect your rights under these terms and conditions and there is no increase in the fees and charges to you, except where expressly permitted in accordance with these terms and conditions.
20.2 You acknowledge and agree that you must always maintain your profile page relevant and current and regularly update your profile page.
20.3 You acknowledge and agree that:
(a) we retain complete editorial control over our website and services and may alter, amend or cease the operation and/or functionality of any part of our website at any time (in our sole discretion);
(b) we may upgrade our website and the services to add support for new functions and services on our website and you consent to receiving automatic upgrades of the services;
(c) we do not warrant that the website or services are (or will continue to be) compatible with your device;
(d) the Services may contain links to other websites as well as content added by other users and third parties and we do not endorse, sponsor or approve such user generated content or any content available on linked websites.
20.4 You are responsible for the content (including but not limited to names, photos, videos, product or service descriptions, reviews and comments) on your profile page you and any authorised or unauthorised user of the website an services from your account.
- Renewal and Termination
21.1 You acknowledge and agree that when becoming a merchant for the first time you must maintain your profile page and product listings for a minimum of three (3) months from the commencement of trade.
21.2 We will monitor merchants' performance very closely and may reasonably request further information about you or your business activities from time to time. We reserve the right to suspend or terminate your account if you fail to provide us with such information, or if your business conduct or use of the service is detrimental to the quality of the platform in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability or otherwise harmful to our business operation or abusive to buyers. We reserve the right to suspend or terminate your account if you are in breach of the terms and conditions without notice.
21.3 Neau Collective reserves the right, at its discretion, to:
(a) terminate, cancel or suspend your profile page where you are in fundamental breach of these terms and conditions;
(b) terminate, cancel or suspend your profile page where you are not in fundamental breach of these terms and conditions, however have failed to remedy the breach within a reasonable period of notice requesting that your remedy the breach;
(c) where the products listed on your profile page do not accord with branding of the Neau Collective website including any products that are offensive or illegal; or
(d) where there is insufficient sales activity on your profile page which makes it uncommercial for Neau Collective to maintain your profile page.
21.4 If Neau Collective terminates your profile page in accordance with clause 19.2 Neau Collective will not be liable to compensate you for any loss of income, profits or revenue, except Neau Collective will pay to you any monies due to you from sales transactions completed prior to the date of termination.
21.5 In the event that you or your business wishes to leave the Neau Colective website, you must provide us with not less than 4 weeks’ notice of your intention to do so and must fulfull your outstanding orders, notify us via email at firstname.lastname@example.org and you must also deactivate your listings by making your product “unavailable” in the vendor portal. If you determine to leave our website you must still honour your obligations in relation to warranties and refunds for any goods or products sold and delivered prior to the date of you ceasing to use our website.