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YOUR ONLINE MARKETPLACE

Martmox

YOUR ONLINE MARKETPLACE

Martmox – Seller Marketplace Agreement

Essential Details Regarding the Seller Marketplace Agreement

This document outlines the terms and conditions that govern your participation in the Martmox marketplace. It’s crucial to read the entire Seller Marketplace Agreement. However, here are some key points to note:

You hold responsibility for your Products and the sales terms you establish. We do not oversee or take responsibility for customer actions (i.e., Users). You release us from specific claims as outlined in clause 6.4 concerning the sales terms you define for your Products and any actions or inactions of customers. You also agree to indemnify us as mentioned in clause 10 for certain types of losses that may arise from your use of the Sites. To the extent permitted by law, our liability is limited and capped as specified in clause 11 of this Seller Marketplace Agreement. Additionally, you acknowledge in clause 8.3 that the Sites may occasionally be unavailable due to technical difficulties or maintenance, and we do not guarantee uptime for the Sites.

Seller Marketplace Agreement

These terms and conditions govern sellers on: (1) ‘Martmox.com.au’ and any related mobile applications (collectively referred to as the “Martmox site”), operated by Martmox; and/or (2) any associated mobile application (also collectively referred to as the “Martmox site”). These platforms enable sellers to list and sell only those products that we have approved for sale to end users (“users”) of the Martmox site (“site” or “sites,” as applicable).

We encourage you to read the following terms and conditions (“Seller Marketplace Agreement”) thoroughly before using our services. This agreement, along with our platform policies, any seller application form mutually agreed upon, the service level agreement (SLA) mentioned below, and any fee schedule provided, which outlines your payment obligations under this Seller Marketplace Agreement (“Fee Schedule”), constitutes the entire understanding between Martmox (“us, our, we”) and each seller (“seller,” “you, your”).

As a seller, you choose to utilize our platform to list, promote, and sell your products according to this Seller Marketplace Agreement. By listing or selling your products on our sites, you confirm that you have read, understood, and agree to be bound by this agreement. If you do not accept these terms, you must stop using the sites immediately.

We may update this Seller Marketplace Agreement periodically, providing notice as detailed in clause 21. Any revisions will take effect for your use of the sites once the specified notice period has passed. It is your duty to read and comprehend this Seller Marketplace Agreement and to review any updates as they become available. If you do not accept the revised version of this agreement, your only option is to terminate your account and discontinue your product listings on the sites.

1. Seller representations

1. Authority and Legal Capacity

1.1 You affirm and guarantee to us that:

  1. You have the authority and capability to enter into this agreement with us and a User regarding any Product sold or offered by you on the Sites.
  2. If acting as an agent for another entity, you are duly authorized to represent your principal under this Seller Marketplace Agreement, and your authority has not been revoked.
  3. If you are a trustee, you enter into this agreement both personally and in your capacity as trustee. You have the authority to execute this agreement on behalf of the trust identified in your Seller Application Form and can fulfill your obligations under this agreement, ensuring that the details provided regarding the trustee and beneficial owners are accurate.

2. Compliance and Obligations

  • You hold all necessary permits, licenses, certificates, and accreditations required to deliver and supply the Products as per this agreement.
  1. Your entry into and performance under this agreement do not violate any applicable laws or obligations to any other party.

3. Disclosure of Legal Matters

  • You have disclosed any pending or threatened litigation, arbitration, investigation, inquiry, or proceeding that you are aware of, which could adversely affect: a. Your business operations. b. Our reputation. c. Your ability to fulfill your obligations under this Agreement, including the provision of Products to us.

4. Use of the Platform

1.  You agree to utilize the Sites in accordance with this Seller Marketplace Agreement.

2. Platform Role and Seller Relationship

2.1 We operate as a platform that enables you to list and advertise Products for sale to Users on our Sites. While Users can browse, order, and purchase these Products from you as a Seller, they do not buy directly from us. Our role is solely as a limited agent for both you and the User, facilitating the transaction in the following ways:

  1. Facilitating the purchase of Products from you by Users.
  2. Collecting payments from Users for their purchases.
  3. Paying you your Seller Fees (as detailed below).
  4. Providing Support Services (as described below) to assist with issues related to the supply of Products between you and Users.

3. Seller Registration and Account Management

3.1 Seller Registration

To sell Products on our Sites, you must register as a Seller and create an account (“Account”) using the functionality provided on our Sites.

3.2 Seller Application Process

To apply as a Seller, you must complete a Seller Application Form, providing details about the Products you intend to sell and any additional information we request. Upon submission, we may:

  1. Request additional information.
  2. Accept or reject your application and restrict you from creating an Account.
  3. Determine, at our discretion, which Sites you can sell on, based on: a. Compliance with this Seller Marketplace Agreement, the SLA, and our Platform Policies regarding Products, policies, customer support, and fulfillment. b. Your history as a Seller, including any prior Account terminations. c. Risks related to payments, fraud, or other concerns based on credit history or due diligence checks. d. Alignment of your Products and Seller profile with our brand, reputation, and commercial objectives.

3.3 Approval and Product Listings

Once approved, you may list your Products for sale to Users on the Sites. If required, you must submit a new Seller Application Form, which will replace any previous versions.

3.4 Compliance and Information Requests

We may request information from any Seller (including applicants) at any time to verify compliance with this Seller Marketplace Agreement, our Platform Policies, or applicable laws. Failure to provide requested information may result in application rejection, Product removal, Account suspension, or termination.

3.5 Account Security and Responsibility

You are responsible for maintaining the security of your Account credentials and all activities conducted under your Account, including unauthorized use. You must notify us immediately of any unauthorized access. Your username and password are confidential and non-transferable. Ensure your registration details remain accurate and up to date.

3.6 Commission and Updates

During the application process, we will confirm our commission rate (“Commission”), which will be deducted from all sales made through the Sites. Subject to clause 21, we may update our Commission with written notice, with changes applying only to new orders placed after the notice period.

4. Seller Obligations and Terms of Sale

4.1 You may define the complete terms of sale for your Products (“Seller Terms”) on your Seller profile page or the listing page for each Product you offer on the Sites. Your Seller Terms must contain the following minimum supply conditions, which are deemed integral to your Seller Terms:

  1. All terms and warranties implied by the Competition and Consumer Act 2010 (Cth), Australian Consumer Law, applicable fair-trading legislation, and other relevant laws that cannot be excluded.
  2. Supply of the Products will occur after: a. You have accepted the relevant order from the User; and b. We have received full payment of the Sale Price from the User.
  3. Title of the Products will transfer to the User upon delivery.

4.2 Your Seller Terms must align with this Seller Marketplace Agreement, our Platform Policies, and the User agreement between us and our Users (available on the Sites). They should include:

  1. Any special conditions, limitations, or restrictions applicable to the purchase of a Product.
  2. The method of delivery for the Products.
  3. Details of any delivery charges or how these will be communicated to Users.
  4. Your policies and procedures regarding refunds, returns, and exchanges (which are subject to clauses 6.1(a), 7.13, and 7.14).

4.3 We are not a party to the Seller Terms and are not liable for either party's compliance with their obligations under that agreement. However, we may take necessary actions to enforce your Seller Terms as per this Seller Marketplace Agreement.

4.4 You agree to release Martmox from any claims, actions, or proceedings relating to:

  1. Your Seller Terms and associated matters.
  2. Any act or omission by a User.
  3. Any Products supplied under the Seller Terms.
  4. Performance or non-performance of obligations under the Seller Terms by you or a User.

4.5 You further agree that any Seller Terms entered via the Sites must not conflict with your obligations or those of the User to us.

5. Product Listings and Seller Obligations

5.1 When listing a product for sale on the Sites, you must provide all required information about yourself and the relevant product, including but not limited to:

  1. Your name, address, and contact details.
  2. The total price payable by users for the product(s), including all delivery costs ("Sale Price").
  3. The terms of your Seller Terms (as defined below).
  4. Details of any applicable warranty or support terms.
  5. Any other relevant information requested by us or necessary to accurately represent the products.

5.2 We rely on the information provided by each seller regarding their products. Each seller guarantees that the information they provide is accurate, current, complete, and complies with all applicable laws.

5.3 You are responsible for ensuring that there are no errors or misrepresentations regarding the products or in the Seller Application Form.

5.4 We reserve the right to remove products or impose restrictions on certain products or categories based on the information provided (or not provided) under Clause 3.4. Additionally, we may refuse approval, remove, or suspend any product listing if we believe the product:

  1. Does not comply with this Seller Marketplace Agreement or our Platform Policies.
  2. Fails to adhere to applicable laws or regulations.
  3. Could expose us to liability or third-party claims.
  4. May pose brand or reputational risks for Martmox if listed on the Sites.

6. Product Listings and Seller Content Usage

6.1 In relation to the Martmox Site, we acquire “Seller Content” (as defined in clause 16.3 below) from you on the condition that, without prior approval from Martmox:

  1. You will not supply to any customer on the Martmox Site: a. Any product offered or sold by Martmox. b. Any product offered or sold, or proposed to be offered or sold, by another Seller on the Martmox Site.
  2. You acknowledge that we may reject, remove, or suspend any product offered or sold to customers on the Martmox Site that does not comply with condition (1) of this clause 6.1.

6.2 We will make reasonable efforts to notify you if your Products are removed or suspended from being listed on the Martmox Site per clause 5.1(b).

7. Order Processing and Seller Payments

7.1 When a User’s order for a Product is accepted by a Seller through the Sites, a legally binding agreement is formed between the User and the Seller based on the Seller Terms.

7.2 A Seller must promptly communicate the acceptance or rejection of a User's order, adhering to any time frames specified in the SLA (as defined in clause 9.1(b)). If an order is rejected, the Sale Price paid by the User will be refunded.

7.3 Users can select Products for purchase through the Sites, potentially including orders from multiple Sellers. Upon committing to purchase, Users will pay the total amount to Martmox on the applicable Site (“Total Purchase Amount”). This amount includes all Sale Prices for Products purchased at that time. You agree that once paid to us, the Total Purchase Amount belongs to Martmox, and you have no claim to it other than for any Seller Fee as outlined in this Seller Marketplace Agreement.

7.4 Payments from Users will go directly to us, not to individual Sellers. Payments can be made through third-party payment platforms (such as PayPal, and ZipPay) or any other means provided by Martmox. Payments are subject to the terms and conditions of any credit account or payment platform used.

7.5 Sellers must not request any additional payment from Users beyond the Sale Price or through any means not specified without our prior written consent.

7.6 We will not access or retain any User's credit card or payment information (other than details from the third-party payment platform confirming that payment has occurred).

7.7 The Seller Fee (as defined below) will accrue to the Seller when a valid delivery tracking number is entered via their Account, indicating that the Products ordered by a user have been dispatched.

7.8 The “Seller Fee” for each Product sale is the Sale Price minus:

  1. Our Commission.
  2. Any transaction fees payable to Martmox, as specified in the Seller Application Form;
  3. Any applicable third-party fees or charges as communicated to you by Martmox. (Collectively referred to as the “Charges.”)

7.9 We will remit the Seller payments to the Seller no later than 14 days after it accrues per clause 7.7. For new sellers, payments may be held for up to 21 days after providing a valid tracking number to ensure a smooth and secure transaction process. The total amount payable will be the accrued Seller Fee minus:

  1. Refunds issued or payable by Martmox on behalf of a Seller;
  2. Refund administration fees payable to Martmox;
  3. Credit card chargebacks or amounts declined by a payment provider.
  4. Sales of Products marked as dispatched but not actually sent;
  5. Any other amounts owed to Martmox under this Seller Marketplace Agreement.

7.10 Martmox may issue recipient-created tax invoices (“RCTI”) to the Seller for Product sales on the Sites. Unless stated otherwise, all Commissions and Charges (including our Commission) exclude GST, and the Seller must pay us the GST amount in addition to the GST-exclusive number of supplies made under these terms.

7.11 We may change the Charges at any time by notifying the Seller in accordance with clause 21. If the Seller does not accept the modified Charges, they may terminate this Seller Marketplace Agreement.

7.12 To receive the Seller Fee, the Seller must provide accurate account information as requested by us or a third-party payment platform.

7.13 The Seller is responsible for keeping their account information current and for providing a valid delivery tracking code for each order. We will not be liable for any losses incurred by the Seller due to inaccurate account information or invalid tracking codes.

7.14 Users may escalate disputes or complaints regarding Seller orders or Products to us. You agree that we may require the Seller to issue a full or partial refund, or provide another remedy as mandated by Australian Consumer Law, in circumstances including:

  1. A refund is explicitly required under this Seller Marketplace Agreement.
  2. Our agreements with payment providers necessitate a refund.
  3. We reasonably believe a refund is legally required.
  4. The order cannot be fulfilled within a reasonable time after acceptance.
  5. A User has initiated a chargeback against Martmox.
  6. We reasonably determine the Seller has breached the Seller Terms or our applicable Platform Policies.

7.15 Refunds may be issued:

  1. By us on behalf of the Seller, to be reimbursed by the Seller, or by deducting the amount from future Seller Fees.
  2. With prior consent from Martmox, directly by the Seller to the User.

8. Platform Usage Rights and Seller Obligations

8.1 We grant you a limited, non-exclusive, non-transferable, revocable, royalty-free license to use the Sites according to this Seller Marketplace Agreement, subject to the restrictions in clauses 8.2 and 8.3, and compliance with Seller obligations in clause 9.

8.2 Sellers agree not to:

  1. Interfere with or attempt to interfere with the operation of the Sites or adversely affect their availability to other Sellers or Users.
  2. Use the Sites for illegal purposes or in any manner inconsistent with this Seller Marketplace Agreement.
  3. Modify, copy, distribute, or sell any information from the Sites, except for content published by the Seller in accordance with this agreement.
  4. Supply any content that could cause legal breaches or is offensive, defamatory, or could infringe on anyone's rights.
  5. Contact Users or encourage them to reach out outside official Martmox communication channels.
  6. Provide Users with direct contact details, including phone numbers, email addresses, or websites.
  7. Facilitate purchases of Products with Users outside the Sites.

8.3 By using the Sites, you acknowledge:

  1. We may suspend or remove any Product if it’s deemed to breach this agreement or applicable laws.
  2. You will only offer Products for sale that you can fulfill.
  3. You would inform Users if Products ordered become unavailable and notify us for refunds if requested.
  4. The Sites may occasionally be unavailable for maintenance or due to technical issues.
  5. We make no guarantees regarding uptime for the Sites.
  6. There are no guarantees on minimum sales of Products to Users via the Sites.

9. Seller Responsibilities and Compliance

9.1 The Seller agrees and warrants that:

  1. Products will be provided at the Sale Price under the Seller Terms.
  2. Sellers must meet or exceed the obligations set forth in the Service Level Agreement (SLA), which they agree to be bound by upon entering this Seller Marketplace Agreement. The SLA may be amended by Martmox, and if the Seller does not agree to amendments, they may terminate this agreement.
  3. The Seller will comply with all relevant Platform Policies.
  4. Product descriptions and terms of sale comply with applicable laws and regulations.
  5. Conditions, warranties, and representations regarding a Product comply with the Competition and Consumer Act 2010 and other consumer protection laws.
  6. The Seller will adhere to the Competition and Consumer Act 2010 and other relevant laws when selling Products via the Sites.
  7. Descriptions of Products are accurate and not misleading, and the Products will be delivered as advertised.
  8. Any sustainability claims made by the Seller are truthful.
  9. Products meet relevant safety standards, and there are no bans or recalls associated with them.
  10. Products do not infringe any intellectual property rights.
  11. The Seller has the right to sell the Products in Australia and will provide proof upon request.
  12. All conditions regarding Product availability will be clearly stated in the Seller Terms.
  13. The Seller will not provide false delivery tracking codes.
  14. The Seller will not use the Sites solely for contacting Users while selling Products independently.
  15. The Seller will supply all necessary information related to Product sales, including shipping tracking.
  16. The Seller is accountable for delivering and supplying the Products to Users as outlined in the Seller Terms.
  17. The Seller will furnish Users with Proof of Transaction for all orders, as mandated by Section 100 of the Australian Consumer Law.

10. Seller Indemnity and Liability

10.1 Sellers agree to indemnify, defend, and hold Martmox and its affiliated entities (as defined in the Corporations Act 2001 (Cth)), along with their directors, officers, employees, and agents, harmless from any losses, costs, damages, claims, demands, or actions (“Loss”) that arise from:

  1. Any misleading or inaccurate Seller Content and information provided under this Seller Marketplace Agreement that infringes on the rights of others, including intellectual property rights.
  2. Violations of applicable laws, regulations, product safety, labelling requirements, or mandatory safety standards related to the sale of your Products on the Sites.
  3. Breaches of terms set by our payment providers due to actions taken by the Seller.
  4. Any incidents resulting in death or injury to individuals, or damage to property caused by your Products, provided such Loss is due to the actions or omissions of the Seller or its representatives.

10.2 The Seller's liability under this indemnity will be reduced to the extent that the Loss results from actions or omissions by Martmox or its representatives.

11. Termination and Account Suspension

11.1 Either party may terminate this Seller Marketplace Agreement and close the Seller Account by giving 30 days’ written notice to the other party.

11.2 In addition to our right to remove any Product listing as stated in clause 4.4, we may terminate or suspend your Seller Account or this Seller Marketplace Agreement by notifying you if:

  1. You have not yet listed any Products on the Sites.
  2. You breach a significant provision of this Seller Marketplace Agreement that cannot be remedied, or if it can be, you fail to do so within 10 business days after we notify you.
  3. A Seller repeatedly fails to comply with our Platform Policies or obligations set in the SLA.
  4. We reasonably believe that promoting a Product on the Sites or associating with the Seller may harm Martmox's goodwill or reputation or violate any laws or obligations owed to third parties.

11.3 Upon termination or suspension of your Account, you will lose access to features reserved for registered Sellers and will not be able to offer Products for sale on the Sites.

11.4 Upon termination of this Seller Marketplace Agreement:

  1. Unless instructed otherwise by Martmox, you must continue to fulfill all orders placed by Users prior to termination.
  2. We will remove your Account, all Product listings, and your Seller profile page from the Site.
  3. We will pay any outstanding balance of accrued Seller Fees within 60 days of termination.

11.5 The following clauses will remain in effect after the termination of this Seller Marketplace Agreement: 7.13, 7.14, 9.1(d), 9.1(e), 10, 11, 15, 16, and 21.

12. Limitation of Liability

12.1 To the fullest extent allowed by law, we offer the Sites on an "as is" basis and disclaim all warranties, guarantees, or representations regarding the Sites and any Products offered for sale. This includes, but is not limited to:

  1. The availability of any Product for purchase by Users.
  2. Our endorsement or recommendation of any Product, Seller, or User on the Sites.
  3. Assurance that the Sites are free from defects or disruptions or will always be accessible.
  4. The suitability of the Sites for any specific purpose or their compliance with applicable laws or the rights of third parties.

12.2 Subject to clause 12.3, Martmox disclaims all liability for any consequential or indirect losses experienced by Sellers, Users, or third parties in connection with this Seller Marketplace Agreement, the Sites, or the Seller Terms.

12.3 Nothing in this Seller Marketplace Agreement is intended to limit or exclude any warranty or guarantee that cannot be legally limited under the Competition and Consumer Act 2010 (Cth) or the Australian Consumer Law. If any warranties or guarantees are implied by law, we limit our liability with respect to any claims to:

  1. For goods, any one or more of the following: a. Replacement or supply of equivalent goods. b. Repair of the goods. c. Payment for the cost of replacing or acquiring equivalent goods. d. Payment for the cost of repairing the goods.
  2. For services: a. Supplying the services again. b. Payment for the cost of having the services supplied again.

13. Communication and Marketing Consent

13.1 You confirm your agreement to receive commercial electronic messages and marketing communications (including emails, SMS, and newsletters) from Martmox and its associated brands. You may opt out of these messages at any time using the unsubscribe option provided.

13.2 Opting out of communications from one Martmox Group brand does not withdraw your consent to receive messages from other Martmox Group brands. Consent for commercial electronic messages from other brands is governed by separate terms and conditions.

14. International Use of the Sites

14.1 You are responsible for determining the suitability of the Sites for use outside of Australia. If you access the Sites from outside Australia, you must comply with all relevant local laws.

15. Data Protection and Privacy Obligations

15.1 The handling of any personal information provided to us is governed by our Privacy Policies. You agree to our use of your personal information as outlined in those policies.

15.2 For any User information shared with or accessed by Sellers through our Sites (including names, email addresses, shipping details, etc.), Sellers must:

  1. Use this information solely for fulfilling orders and communicating with Users as per this Seller Marketplace Agreement.
  2. Comply with the Privacy Act 1988 (Cth) and any other applicable laws regarding the privacy of individuals and the management of personal information.
  3. Implement appropriate security measures to protect User Information from unauthorized access.
  4. Promptly notify us of any complaints regarding User Information received from Users or third parties.

15.3 If you become aware of any unauthorized access to or loss of User Information (“Unauthorized Access”), you must:

  1. Notify us immediately.
  2. Collaborate with us and provide necessary information to assess the situation.
  3. Identify any affected Users and comply with the requirements of the Privacy Act 1988 (Cth) regarding notifications to affected Users and relevant regulatory bodies.

16. Ownership and Use of Intellectual Property

16.1 All materials on the Sites and associated intellectual property rights are either owned by us or licensed to us. This Seller Marketplace Agreement does not change the ownership of any intellectual property rights held by Sellers, Users, Martmox, or other parties.

16.2 Unless expressly permitted in this Seller Marketplace Agreement or in writing by us, you may not reproduce, modify, distribute, or otherwise exploit any material from the Sites that belongs to Martmox or for which Martmox has obtained permission to use.

16.3 You grant Martmox an irrevocable, royalty-free global license to use, copy, modify (with your prior written consent), and distribute content related to your Products and their advertisement. This allows us to:

  1. Reproduce and host your content on the Sites.
  2. Convert your content into various formats for display purposes.
  3. Create previews of your content for availability on the Sites.
  4. Display your content in connection with the promotion and sale of our or third-party Products.
  5. Generate advertising materials incorporating your content for marketing the Sites or related offers.
  6. Exercise any other rights and fulfill obligations as outlined in this Agreement.

16.4 We reserve the right to modify, delete, or remove any content that we believe violates this Seller Marketplace Agreement or any applicable laws or third-party rights. We will make reasonable efforts to notify you of such changes.

16.5 You represent and warrant that you possess all necessary rights to use and provide any content submitted to us, ensuring that its use in accordance with this Seller Marketplace Agreement will not infringe any laws or the rights of others.

17. GST and Taxation Responsibilities

17.1 Interpretation Unless otherwise defined in this Seller Marketplace Agreement, terms in this clause will have the same meanings as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“Act”).

17.2 Subdivision 153-B intermediary arrangement for Martmox Sellers When a Seller supplies Products via the Martmox Site to Users, that supply will constitute an arrangement under Subdivision 153-B of the Act, and its provisions will apply. Both the Seller and Martmox will make genuine efforts to ensure Subdivision 153-B applies to such supplies. Martmox will, on behalf of the Seller:

  1. Supply the Products to the User.
  2. Facilitate the supply to the User, including issuing invoices or receiving payments for such supplies.

17.3 For this sub-clause:

  1. Martmox will be considered as the supplier of Products to the User.
  2. The Seller will be considered as making a corresponding supply of Products to Martmox.
  3. Both Martmox and the Seller warrant they are registered for GST purposes. The Seller must notify Martmox within 2 business days if they cease to be registered for GST.
  4. Martmox will issue tax invoices and adjustment notes to the User regarding the supply of Products.
  5. The Seller will not issue any tax invoices or adjustment notes to the User related to the supply of Products.
  6. This clause will cease to apply if either Martmox or the Seller is no longer registered for GST and will terminate from the cancellation date of the registration.

18. Amendments to the Seller Marketplace Agreement

18.1 We may update this Seller Marketplace Agreement (including changes to Seller Fees) or publish or modify any Platform Policies by giving you 30 days’ written notice (“Notice Period”).

18.2 If you disagree with the changes communicated, you may terminate this Seller Marketplace Agreement by notifying us in writing or by terminating your Account via the Sites during the Notice Period, provided that clause 12.4 will apply to such termination. You may also terminate this Seller Marketplace Agreement at any time following clause 12.1.

18.3 Any updates communicated will take effect once the Notice Period has elapsed.

19. Seller Support and Assistance

19.1 Sellers acknowledge that they appoint Martmox to assist with addressing User queries related to Products, the Sites, or any matters concerning this Seller Marketplace Agreement or the Seller Terms (the “Support Services”).

20. Product Issues and Dispute Resolution

20.1 If issues arise regarding the Products you offer on the Sites, you are required to:

  1. Communicate directly with the relevant Users first.
  2. Resolve any issues or disputes with Users in accordance with the requirements outlined in the SLA.

20.2 If you cannot resolve an issue or dispute with a User as per the SLA, you must reach out to us through your Account or request assistance via a Zendesk ticket. We will make reasonable efforts to help you and the User resolve the issue, which may include liaising with the User on your behalf, investigating the matter, advising on procedures for Product returns or refunds, or sending Products to third parties for assessment or repair if necessary.

20.3 We will strive to settle disputes between Sellers and Users amicably, but this is contingent upon Sellers complying with this Seller Marketplace Agreement and our Platform Policies. We are not responsible for:

  1. Any failure of a User to engage in the dispute resolution process.
  2. Any delay in resolving your dispute or failure to do so to your satisfaction. 

21. Transfer of Rights and Obligations

21.1 We may novate or transfer our rights and obligations under any part of this Seller Marketplace Agreement, or the agreement as a whole, to another member of the Martmox Pty Ltd with 30 days’ written notice to you. By continuing to list Products on the Sites, you agree to such novation or transfer.

21.2 In addition to our right to novate this Seller Marketplace Agreement, we may partially or fully assign or transfer our rights under this Seller Marketplace Agreement without prior notice to you, provided that the assignee or transferee is a member of the Martmox Pty Ltd

22. Platform Rules and Guidelines

From time to time, and in accordance with clause 21, we may establish and publish policies, rules, and procedures governing your use of the Sites or interactions between Sellers and Users ("Platform Policies"). You agree to adhere to these Platform Policies, including any updates or amendments. In the event of a conflict between the Platform Policies and this Seller Marketplace Agreement, the terms of this Agreement shall take precedence.

23. Miscellaneous

23.1 This Seller Marketplace Agreement, together with the Platform Policies, any Seller Application Form agreed upon, the SLA, and any applicable Fee Schedule, constitutes the entire agreement between the parties regarding its subject matter. No waiver of any breach or default by either party shall be deemed a waiver of any preceding or subsequent breach or default. Section headings in this agreement are for convenience only and have no legal effect. If any provision of this Seller Marketplace Agreement is found to be invalid by a competent court, such invalidity will not affect the enforceability of other provisions, and the remainder of this agreement shall remain in full effect. The failure of either party to exercise any rights under this Seller Marketplace Agreement shall not be considered a waiver of those rights or any other rights provided herein.

23.2 This Seller Marketplace Agreement is governed by the laws of the State of Queensland (excluding its conflict of laws principles). Both the Seller and Martmox submit to the jurisdiction of the Courts of the State of Queensland and their Courts of Appeal regarding this Seller Marketplace Agreement.