These Terms for Vendors apply to all Vendors at Red Odyssey Group Pty Ltd t/as She Connects [ ABN 42136108649 ] (“we, us, our”) website at www.she-connects.com. These Terms for Vendors together with the website terms and any other terms and conditions and policies we publish or link to on our website and services form an Agreement with us (“Agreement”).

By clicking that you understand and agree to these Terms for Vendors, you are agreeing to be legally bound by these Terms for Vendors; if you do not agree, you cannot become a Member and use our Listing Services. We may change these Terms for Vendors at any time, and by continuing to use or access our website and services, you are accepting those changes. If you register as a business entity, you personally guarantee that you have the authority to agree to these Terms for Vendors on behalf of the business.

You agree to provide current, complete and accurate information to us, and promptly inform us of any updates to your information.

VENDOR AND LISTINGS

You must become a Member online through our website to create your e-shop and list your Products for sale. Once you have become a Member you will be able to post listings for your Products “Your Content”. Your Content may include images, and descriptions of your Products. The fee is as specified in the Schedule of this Agreement, provided you comply with these Terms for Vendors.

You must maintain the confidentiality of your password and login for your Membership. You are solely responsible for all use of your login and password. Your Membership is non-transferable and you must immediately notify us at [email protected] of any unauthorised use of your login. You are solely responsible for any activity on your membership account.

It is your responsibility to obtain any permits or licenses that are required to sell your Products, and it is your responsibility to comply with all relevant laws.

FACILITATOR ONLY, NO GUARANTEES

We will facilitate the introduction between Vendors and Buyers as well as transactions of any purchase between the parties. The monies will be collected from the Buyers and distributed to the Vendor after sale.

In case of any refunds you must reimburse us the value of the refund amount as we will be providing it to the Buyer. This must be done within 7 business days of the buyer being refunded, where this is not attended to within the specified timeframe, we may suspend your account. She Connects will also refund you the transaction fees associated with the sale or will deduct this amount from the refund amount.

We do not guarantee that you will have any increase in sales, revenue, or that you will have any purchasers for your Products by becoming a Member or using our Listing Services.

Except as required by law we do not warrant the quality of our services or warrant that they will meet your expectations.

RIGHTS IN YOUR CONTENT

When you post Your Content on our website, we do not make any claim to it. We also do not make any claim to your actual Products. For example, we do not make claim to the rights in any copy or images of yours. You are solely responsible for Your Content. You warrant that Your Content does not infringe or violate any third party’s rights, including any Intellectual Property Rights. If Your Content is alleged to infringe a third party’s rights, we will take appropriate action, such as removing Your Content, or terminating your Membership.

By posting Your Content you grant us a licence to use it. This licence is so that we can function as a marketplace, grow our marketplace and help you promote your Products. The reason we need this licence is so that we can do things such as show your photos to Buyers, resize or enhance photos, edit any copy that may have mistakes in it or be outdated, feature your product on our blogs or podcasts, or social media ads or similar reasons.

The following is the legal version of that licence:

You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable licence to all Copyright in Your Content, including, but not limited to, the right to broadcast on any third party platforms (including but not limited to Instagram, Facebook, Tiktok). This is a licence is to use, display, edit, modify, reproduce, distribute, store and prepare derivative works of Your Content. Further, you waive all Moral Rights you have in Your Content.

YOUR OBLIGATIONS WHEN PROVIDING PRODUCTS

You warrant that any Products you list will be of a suitable quality, safety and legality. We do not permit the sale of alcohol, tobacco, drugs, medicines, items with hate speech, dangerous items, pornography, mature content or internationally regulated items. We also do not allow the sale of Multi-Level Marketing products to be sold on our platform. Our platform is for the purpose of listing fashion items, fashion accessories & selected adjacent categories only.

Shipping will be done through vendors directly. All information you provide must be correct and accurate, and you are solely responsible for any errors in shipping costs or delivery times. All delivery information must be entered & updated in the vendor portal.

YOUR CONTENT RULES

You must conduct yourself appropriately when using our Listing Services, including being respectful and courteous to all other Members. Your Content must be accurate, correct and up to date. We may monitor Your Content to ensure that it is suitable and in line with She Connects vision and values. If you post any of the following, we may, at our sole discretion remove Your Content or terminate your Membership:

• any inappropriate or offensive content including but not limited to, any insults or profanity, conduct that is religiously, racially, or sexually offensive, or threatening or abusive, or that impersonates, stalks or harasses another user;
• any illegal content including, but not limited to, anything defamatory, and any post that breaches third party Intellectual Property Rights;
• any immoral content including but not limited to, anything pornographic or obscene; or
• any false or misleading content,
• any threatening or abusive content,
• any copying, modifying or distributing of any other member’s content without their consent;
• any content that offers for sale any counterfeit items or items that infringe any rights including the Intellectual Property Rights of third parties.

You must also comply with the Australian Consumer Law in relation to Your Content at all times, including but not limited to ensuring Your Content is not misleading or deceptive.

If you consider that someone is breaching the content posting rules, please notify us at info@she- connects.com immediately so that we can address the issue immediately. Where you breach these content rules, we may delete Your Content and terminate your Membership at our discretion.

YOUR OBLIGATIONS AFTER A BUYER PURCHASE

After a Buyer makes a purchase we will send you an order notification email with various details, including the Buyer’s name, address and the Product purchased. You must send the Product to the Buyer within 24 hours or one business day of the order being placed . You must comply with the Australian Consumer Law in respect of any Buyer refunds, exchanges, and any additional guarantees or promises you have made to the Buyer. You must also comply with our Return Policy. We will use our reasonable endeavours to resolve any issues regarding returns, however, in cases which are resolved by a store credit, or refund, you must reimburse us the amount of the store credit or refund. In the event of a store credit or refund, we will not charge you the Transaction Fee, and credit you any Transaction Fee already paid.

TRANSACTION FEES

You need to have or set up a Paypal account in order to collect your sales proceeds. When an item sells, a 22.5% Transaction Fee, calculated on the total price of the transaction, is applied. This Transaction Fee includes all third party and bank fees.

We will automatically deduct our Transaction Fees from any sales. We may discount or offer free listings and reduce or waive our Transaction Fees from time to time.

GST/ TAXES

You are responsible for paying any applicable taxes for any sales you make, and ensuring your prices reflect that if necessary (eg whether incl or excl of GST).

REFUNDS OF TRANSACTION FEES

To the extent permitted by law, any refunds of Transaction Fees paid to us are at our absolute discretion. We do not provide refunds where you failed to provide us with adequate or accurate information, or where you fail to get results.

MARKETING

You permit us to use any photos, videos and testimonials you post for our marketing and information purposes, or publications exhibitions and professional awards. You must seek our prior written consent before any publication of information about us.

TERMINATION

We may refuse to provide Membership to you, or anyone, for any reason, at any time. In particular, if you breach this agreement, we may immediately terminate your Membership and remove Your Content. We may also warn Members to use caution when dealing with you. We can also stop offering our Listing Services at any time, for any reason but will provide written notification to you. We are not responsible to you for any changes, or if we suspend or stop our Listing Services.

You can terminate your Membership at any time by providing notice in writing to [email protected]. Vendor memberships will take 10 business days to be fully terminated from the She Connects website &third-party platforms. Any outstanding fees or amounts will be paid to you upon termination of your membership after the deduction of the transaction fees, and if you wish for any of Your Content to be removed you will need to notify us in writing via email to info@she-connects. You will need to honour any transactions that is entered into by a Buyer as a result of Your product listings & content.

LIABILITY AND INDEMNITY

Your use of, or inability to use our Listing Service at your sole risk. To the maximum extent permitted by law, we are not liable for any Loss or Damage arising from your Membership or Your Content including, but not limited to, any errors or omissions in any Your Content, any price changes or discontinued Listing Services, any termination of your Membership, any removal of Your Content and any interruptions, any changes. We are also not liable for any Loss or Damage arising as a result of the Buyers you interact with.

To the extent which we are entitled to do so, our liability under the Australian Consumer Law will be limited, at our option to:-

• the supply of equivalent Listing Services e.g. another opportunity to list your Products ; or
• the payment of the cost of the relevant Transaction Fee.
• In any case, our liability to you will not exceed the sum of $100.

You agree to indemnify us, and to keep us indemnified from any Claim arising out of or in connection with Your Content, your breach of this Agreement, including but not limited to the content rules, where you provide incorrect personal information, any unauthorised use of your Membership account, any lack of results from Your Content, any disclosure of your personal information, and any further meetings or communications with any Buyer, any Product provide to a Buyer, and any direct or indirect consequences of you accessing using or transacting on the website.

IF THERE IS A DISPUTE

In the event of any dispute that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each party agrees to pay their own costs.

OTHER

This Agreement is to be construed in accordance with the laws of NSW, Australia, and you and we submit to the jurisdiction of the courts of NSW, Australia. This is the entire agreement between you and us, and supersedes any prior agreements, proposals and communications whether oral or written, between you and us. These Terms for Vendors do not create any agency, partnership, joint venture, employment or franchisee relationship between you and us. In the event of an inconsistency between these Terms for Vendors and other terms and conditions on our website, these Terms for Vendors prevail. No other term is to be included in this Agreement except where it is required to be included by law. The failure by us to exercise any right, or enforce any provision in these Terms does not waive the future operation of that right or provision. In the event that a provision in this Agreement is not enforceable, such provision shall be severed from this agreement to the extent permitted by law, and the remaining provisions will remain in full force and effect. All obligations and liabilities in these Agreement survive termination of this Agreement.

DEFINITIONS

Agreement means these Terms for Vendors, and the Terms of Use and all other terms and conditions and policies published or linked to our website.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Buyer means any Member who becomes a customer or purchaser of a Vendor’s Products.

Claim means any claim, under statute, tort, contract or negligence, any demand, award or costs.

Confidential Information means any information in any form that is about business structure, methods, procedures, financial information, sales, marketing or promotional information, any login details, any personal information as defined under the Privacy Act 1988 (Cth) and any information that the Buyer lets you know is confidential, or is marked as confidential, and includes the brief; however it does not include information already in the public domain, or that is required to be disclosed by law.

Copyright means the copyright as defined under the Copyright Act 1968 (Cth).

Intellectual Property Rights means all copyright, trademarks, design rights, patents, trade secrets and confidential information whether registered or unregistered.

Listing Services means the Listing Services we agree to provide to you where you can list your own Products and post Your Content on our website.

Loss or Damage means any direct, indirect, incidental, punitive, special, or consequential loss or damages of any kind, including but not limited to, any loss of profits, loss of goodwill, loss of business reputation, revenue, savings, loss of data, loss of enjoyment, virus to systems, personal injury, death, negligence, trespass, property damage and legal costs.

Materials means any materials including any copy, images, documents, logos, concepts, designs, documents, and any other materials.

Member means any person or business that signs up to become a Vendor on our website.

Membership Fee means any membership fee we charge you for being a member and giving you the right to list Products on our website.

Moral Rights means all moral rights as defined under the Copyright Act 1968 (Cth).

Products means any product that a Vendor lists on our website.

Representatives means any of your employees or contractors.
Return Policy means the returns policy as further outlined in the Terms for Buyers.

Transaction Fee means the fee we charge you for each successful sale of your product resulting from a Listing and is currently 22.5% per transaction.

Vendor/ You means any Member being a person or business listing their Products on our website, and includes all your Representatives.

We, us, or our means Red Odyssey Group Pty Ltd t/as She Connects [ ABN 42136108649] and includes any of our directors, officers, employees, agents, partners, contractors and where relevant any parent companies or subsidiaries.

Website means www.she-connects.com, and everything available on this website including, but not limited to, our marketplace and all listing services.

Your Content includes any images, logos, photos, graphics, designs and product and service descriptions in relation to your Products and any further posts made on our website.