Terms and Conditions

TERMS AND CONDITIONS OF USE

www.australiatastingroom.com and www.buythebox.co

1. INTRODUCTION

1.1 Welcome to Australiatastingroom.com and Buythebox.co. These Terms and Conditions outline the rules and regulations for the use of Australiatastingroom.com's and Buythebox.co's ABN 13 131 922 088 (the Market Operator) websites, located at www.Australiatastingroom.com and www.Buythebox.co

1.2 By accessing these websites and/or using the Markets as either a Seller or a Buyer (or browsing it as a Viewer without becoming either), you accept these Terms and Conditions, including any updates posted from time to time on the Australiatastingroom.com and Buythebox.co websites. The Market Operator may update these Terms and Conditions at any time by posting them on their websites. You accept the responsibility to check the websites for changes before entering a transaction. Do not continue to use the Australiatastingroom.com and Buythebox.co websites if you do not agree to all the Terms and Conditions stated in these Terms and Conditions.

1.3 What Australiatastingroom.com does
Australiatastingroom.com is an international online Marketplace for Australian wineries and beverage manufacturers, wholesalers, retailers and importers that want to sell wines and beverages to other businesses and companies internationally. Services include, but are not limited to, the collection and distribution of payments, logistics and shipping services and customs and excise solutions.

1.4 What Buythebox.co does
Buythebox.co is an online Marketplace for SME food and beverage manufacturers, wholesalers, retailers and importers that want to sell food and beverages to other businesses and consumers in Australia. Services include but are not limited to the collection and distribution of payments, logistics services and customs and excise solutions.

1.5 Liquor Licence
Australiatastingroom.com and Buythebox.co are operated by Mullholland Pty Ltd (ABN 13 131 922 088), the holder of Victorian (Australia) packaged liquor licence number 33785992 issued by the Victorian Commission for Gambling and Liquor Regulation. The licensee is the Market Operator. Buyers of alcoholic Goods warrant that they, or the party nominated as the addressee, is of drinking age in the destination country and consent to age verification at the point of delivery.

2. DEFINITIONS

In this Agreement:

2.1.1 Assets means all assets, Goods, documents and records of the Customer held by or in the possession or control of the Company (whether or not as part of the arrangement under these Terms and Conditions or the Service Agreement) and includes, without limitation, the Goods and shipping documents, including, without limitation, bills of lading, insurance policies, commercial invoices and certificates as to weight, quality or other attributes.

2.1.2 Authority means the authority and acknowledgement by which the Customer appointed the Market Operator to act on its behalf on the terms of the Authority and on the terms of these Terms and Conditions and as required under section 181 of the Customs Act.

2.1.3 Authorised Deductions are Transaction Fees (if applicable), Logistics Services Fees (if applicable), Return Credits (if applicable) and any other amounts owed by the Seller to the Market Operator or (in connection with a transaction on the Markets) to any Buyer and any others specifically agreed between a Seller and the Market Operator as arise or are agreed to from time to time.

2.1.4 Buyer means a person who buys or attempts to buy Goods via the Market Operator.

2.1.5 Carriage means carriage by vehicles and conveyances of all kinds including acts in furtherance of an act of carriage by another or a specific means, whether by air, sea or land transport.

2.1.6 Chain of Responsibility (CoR) has the same meaning as in the Heavy Vehicle National Law, constituted in the Heavy Vehicle National Law Act 2012 (Qld), the Road Traffic (Vehicles) Act 2012 (WA) and the Road Traffic (Administration) Act 2008 (WA) or such other legislation as may be enacted by a State or Territory Government for the purpose of giving effect to the Council of Australian Governments' Intergovernmental Agreement on Heavy Vehicle Regulatory Reform dated 25 February 2010.

2.1.7 Claims means claims, allegations, notices, proceedings and regulatory action by any person, including a Buyer or a regulatory authority, and the losses, costs, damage and expenses arising from them.

2.1.8 Confidential Information means information of a confidential nature whether oral, written or in electronic form including, but not limited to, these Terms and Conditions, either party's intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, "Personal Information" such as: name, address, D.O.B, occupation, driver's license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

2.1.9 Contract means the Terms and Conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

2.1.10 Cookies means small files which are stored on a user's computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client's computer. If You do not wish to allow Cookies to operate in the background when ordering from the website, then You shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

2.1.11 Customer refers to you, the person accessing these websites and complying with these Terms and Conditions.

2.1.12 Customs Related Law has the same meaning as in Section 4B of the Customs Act.

2.1.13 Debts means all amounts owing by the Customer to the Market Operator on any account whatsoever.

2.1.14 Excluded Interest means any of the interests set out in section 8 of the PPSA or any interest that is not a Security Interest but encumbers the Goods.

2.1.15 Fees means all amounts payable under these Terms and Conditions, including Transaction Fees, Logistics Services Fees and any other charges or amounts notified by the Market Operator.

2.1.16 Force Majeure Event means anything outside the reasonable control of a party (other than a shortage of funds) war, acts of God or the public enemy, national emergencies, radioactive contamination, insurrection, riot, hostile or warlike action, sabotage, terrorism, cyber-attack, cyber activism, cyber sabotage, cyber terrorism, malware, telecommunications failure, telecommunications congestion, epidemic or pandemic or industrial action.

2.1.17 Freight Forwarding Terms and Conditions means the terms under which the Market Operator provides the Logistics Services which can be found at https://www.getfreighted.com.au/

2.1.18 Goods means foods, beverages and related physical items.

2.1.19 Government Authorities means, without limitation, all Government departments and agencies, in Australia or in any other country, with responsibility for the import and export of goods, the collection of revenue on the import and export of goods, and the transport and movement of those goods to include, without limitation, the ABF, the Department of Home Affairs, the Australian Maritime Safety Authority, the Department of Infrastructure, Regional Development and Cities, the Department of Agriculture, the ATO and the RSA.

2.1.20 GST Law means the A New Tax System (Goods and Services Tax) Act 1999.

2.1.21 GST means Goods and Services Tax as defined within the "A New Tax System (Goods and Services Tax) Act 1999" (Cth).

2.1.22 GST Rate means the rate of GST under the GST Law.

2.1.23 Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trademarks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.

2.1.24 Heavy Vehicle National Law means the Heavy Vehicle National Law Act 2013 (Vic) as enacted in the Victorian Parliament and adopted by the States and Territories, including any Regulations made under that Act and any other legislation enacted by the Commonwealth, a State or a Territory for the purpose of giving effect to the Heavy Vehicle National Law or the Council of Australian Governments' Intergovernmental Agreement on Heavy Vehicle Regulatory Reform dated 25 February 2010.

2.1.25 Input Tax Credit has the same meaning as Input Tax Credit under the GST Law.

2.1.26 Insolvency Event means any circumstance in which the Customer is unable to pay any amounts that have become due and payable and includes liquidation, official management, administration, compromise arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.

2.1.27 Liquor Licence means Victorian packaged liquor licence 33785992 issued to the Market Operator by the Victorian Commission for Gambling and Liquor Regulation, as varied or replaced from time to time.

2.1.28 Logistics Services means any logistics or related activities provided by the Market Operator.

2.1.29 Logistics Services Fees means the fees for any Logistics Services provided by the Market Operator.

2.1.30 Logistics Services Terms means the terms for optional Logistics Services provided by the Market Operator.

2.1.31 Markets means the online Markets described in the heading.

2.1.32 Market Operator means Australiatastingroom.com and Buythebox.co ABN 13 131 922 088.

2.1.33 Order means an order for Goods placed by a Buyer via the Markets software.

2.1.34 Our means the Market Operator's businesses.

2.1.35 PPSA means the Personal Property Securities Act 2009 (Cth).

2.1.36 Price means the Price payable (plus any GST where applicable) for the Goods and/or Logistics Services as agreed between us and you.

2.1.37 Recipient Created Tax Invoice (RCTI) means a tax invoice created by the recipient of a supply that complies with the GST Law.

2.1.38 Related Body Corporate has the same meaning as under the Corporations Act.

2.1.39 Reporting Obligations means the obligations of the Market Operator to report the arrival, carriage and movement of goods pursuant to the Customs Act or any Customs Related Law or as required by any Government Authorities or which the Market Operator, at its sole discretion, considers to be necessary to comply with the conditions or obligations of its Licences.

2.1.40 Return Credits means any refund, credit or other compensation that is owed or that the Market Operator determine is owed by a Seller to a Buyer.

2.1.41 Security Interest has the same meaning as under the PPSA.

2.1.42 Seller means a person who sells or attempts to sell Goods via the Market Operator.

2.1.43 Sub-contractor means: (a) any third party appointed by the Market Operator to assist in the provision of the Services; and (b) any person, firm or company which is now or hereafter a servant, agent, employee or subcontractor of any other persons or entities referred to in subclause (a) of this definition.

2.1.44 Supply has the same meaning of Supply under the GST Law.

2.1.45 Tax Invoice has the same meaning as Tax Invoice under the GST Law.

2.1.46 Taxable Supply has the same meaning as Taxable Supply under the GST Law.

2.1.47 Transaction Fees means fees for selling or listing on the Markets.

2.1.48 Us means the Market Operator's businesses.

2.1.49 Viewer means a person who accesses or browses the Markets or any of their content, regardless of whether it subsequently becomes a Buyer or Seller.

2.1.50 We means the Market Operator's businesses.

2.1.51 Websites means www.australiatastingroom.com and www.buythebox.co.

2.1.52 WET means Wine Equalisation Tax as defined within the "A New Tax System (Goods and Services Tax) Act 1999" (Cth).

2.1.53 You means you, the person accessing these websites and complying with these Terms and Conditions.

2.1.54 Your means you, the person accessing these websites and complying with these Terms and Conditions.

3. LICENCE

Unless otherwise stated, Australiatastingroom.com and Buythebox.co and/or their licensors own the intellectual property rights for all material on the Australiatastingroom.com and Buythebox.co websites. All intellectual property rights are reserved. You may access this intellectual property from the Australiatastingroom.com and Buythebox.co websites for your own personal use subject to restrictions set out in these Terms and Conditions.

4. USER COMMENTS

Certain parts of these websites offer the opportunity for users to post and exchange opinions and information in certain areas of the websites. Australiatastingroom.com and Buythebox.co do not filter, edit, publish or review comments prior to their presence on their websites. Comments do not reflect the views and opinions of Australiatastingroom.com and Buythebox.co, their agents, and/or affiliates.

Australiatastingroom.com and Buythebox.co reserve the right to monitor all comments and to remove any comments which can be considered inappropriate, offensive, or causes a breach of these Terms and Conditions.

5. HYPERLINKING TO OUR CONTENT

The following organisations may link to our Websites without prior written approval: Government agencies; Search engines; News organisations; Online directory distributors may link to our Websites in the same manner as they hyperlink to the Websites of other listed businesses.

6. IFRAMES

Without prior approval and written permission, you may not create frames around our Webpage that alter in any way the visual presentation or appearance of our Websites.

7. CONTENT LIABILITY

We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that arise on your Website.

8. PRIVACY AND COOKIE POLICY

8.1 Cookie Policy
We employ the use of cookies. By accessing the Australiatastingroom.com and Buythebox.co website, you agreed to use cookies in agreement with Australiatastingroom.com's and Buythebox.co's Privacy Policy.

8.2 How We Use Cookies
A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added, and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences. We use traffic log cookies to identify which pages are being used. This helps us analyse data about webpage traffic and improve our websites to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system. Overall, cookies help us provide you with better websites by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the websites.

8.3 Privacy Policy
8.3.1 The Market Operator collects various personally identifiable data, including via the use of cookies and functionally similar technologies. As the Privacy Act 1988 (Commonwealth) applies to the Market Operator, the applicable privacy policy will be able to be found at www.Australiatastingroom.com and Buythebox.co.

8.3.2 Sellers, Buyers and Viewers acknowledge that the Market Operator may report data to AUSTRAC or other government regulatory and law enforcement authorities.

8.3.3 The Market Operator is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using these websites, then you can be assured that it will only be used in accordance with this privacy statement.

8.3.4 All emails, documents, images or other recorded information held or used by the Market Operator is Personal Information as defined and referred to in clause 9.3, and therefore considered Confidential Information. The Market Operator acknowledges their obligations in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 ("the Act") including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area ("EEA"), under the EU Data Privacy Laws (including the General Data Protection Regulation "GDPR") (collectively, "EU Data Privacy Laws"). The Market Operator acknowledges that in the event they become aware of any data breaches and/or disclosure of Your Personal Information, held by the Market Operator that may result in serious harm to You, the Market Operator will notify You in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by You by written consent, unless subject to an operation of law.

8.3.5 Notwithstanding clause 8.7, privacy limitations will extend to the Market Operator in respect of Cookies where You utilise the Market Operator's websites to make enquiries. The Market Operator agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable). Such technology allows the collection of Personal Information such as Your: IP address, browser, email client type and other similar details; tracking website usage and traffic; and reports available to the Market Operator when the Market Operator sends an email to You. If You consent to the Market Operator's use of Cookies on the Market Operator's websites and later wish to withdraw that consent, You may manage and control the Market Operator's privacy controls via Your web browser, including removing Cookies by deleting them from the browser history when exiting the site.

8.3.6 If you request credit you agree for the Market Operator to obtain from a credit reporting body (CRB) a credit report containing personal credit information about You in relation to credit provided by the Market Operator. You agree that the Market Operator may exchange information about You with those credit providers and with related body corporates for the following purposes: to assess an application by You; to notify other credit providers of a default by You; to exchange information with other credit providers as to the status of this credit account where You are in default with other credit providers; and to assess the creditworthiness of You including the Your repayment history in the preceding two (2) years. You consent to the Market Operator being given a consumer credit report to collect overdue payment on commercial credit. The Market Operator will destroy Personal Information upon Your request (by e-mail) or if it is no longer required unless it is required to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law. You can make a privacy complaint by contacting the Market Operator via e-mail. The Market Operator will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to decide on the complaint within thirty (30) days of receipt. If You are not satisfied with the resolution provided, You can make a complaint to the Information Commissioner at www.oaic.gov.au.

9. WHAT WE COLLECT

We may collect the following information: name; contact information including email address; demographic information such as postcode, preferences and interests; and other information relevant to customer surveys and/or offers.

10. WHAT WE DO WITH THE INFORMATION WE GATHER

We require this information to understand your needs and provide you with a better service. We may use the information to improve our products and services. We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided. You may opt out of such emails via the subscription management and/or unsubscribe methods available. From time to time, we may also use your information to contact you for Market research purposes. We may contact you by any messaging platform including, but not limited to, email, phone, fax, WhatsApp, Facebook Messenger, Instagram or mail. We may use the information to customise the websites according to your interests.

10.2 Security
We are committed to ensuring that your information is secure. To prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.

10.3 Recording Telephone Calls
We have a policy of recording telephone calls to improve quality control, improve customer service, assist employee training, assist in dispute resolution and ensure compliance adherence.

11. LINKS TO OTHER WEBSITES

Our websites may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.

12. CONTROLLING YOUR PERSONAL INFORMATION

You may choose to restrict the collection or use of your personal information. Whenever you are asked to fill in a form on the websites, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct Marketing purposes. If you have previously agreed to us using your personal information for direct Marketing purposes, you may change your mind at any time by writing to or emailing us at [email protected]. We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so.

You may request details of personal information which we hold about you under the GDPR. If you would like a copy of the information held on you, please write to:

The Proper Officer
Mullholland Pty Ltd TA www.australiatastingroom.com and www.buythebox.co
Level 2/100 Cubitt Street
Cremorne
Victoria 3121
Australia

If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible. We will promptly correct any information found to be incorrect. The Market Operator may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes.

13. RESERVATION OF RIGHTS

We reserve the right to request that you remove all links or any link to our Websites. You agree to immediately remove all links to our Websites upon request.

14. REMOVAL OF LINKS FROM OUR WEBSITES

If you find any link on our Websites that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to do so or to respond to you directly.

15. DISCLAIMER

15.1 To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our websites and the use of these websites.

16. BECOMING A BUYER

16.1 At Buythebox.co: To purchase Goods on the Markets you may register as a Buyer or transact as a non-registered guest. To register as a Buyer, you must specify whether you are a Consumer Buyer or a Business Buyer, and if you are a Business Buyer you must provide your tax/business registration identifier of the jurisdiction the Business Buyer is registered in. In some cases, the Market Operator may request further information before allowing you to register as, or continue to be registered as, a Buyer. The Market Operator may approve or reject or cancel any registration as a Buyer for any reason, and without giving any reason.

16.2 At Australiatastingroom.com: To purchase Goods on the Markets you may register as a Buyer or transact as a non-registered guest. In some cases, the Market Operator may request further information before allowing you to register as, or continue to be registered as, a Buyer. The Market Operator may approve or reject or cancel any registration as a Buyer for any reason, and without giving any reason. The Buyer acknowledges and agrees that all Goods are supplied strictly on a 'For Personal Use Only - Not for Resale' basis. This is the declaration made on export and customs documentation. The Buyer must not purchase Goods for the purpose of resale, further distribution, or commercial importation in any destination country; and the Buyer is solely responsible for ensuring that the importation of the Goods complies with all destination-country customs, excise, alcohol, food, product safety, labelling and personal-importation laws. The Market Operator accepts no liability for any regulatory action, seizure, duty reassessment, prohibition, penalty or enquiry that may arise from a Buyer breaching this requirement, and the Buyer indemnifies the Market Operator against all claims, losses and penalties arising from any such breach.

17. BECOMING A SELLER AND LISTING GOODS

17.1 To list Goods for sale on the Markets you must register as a Seller. To register as a Seller, you must provide all information requested by the Market Operator, including your tax/business registration identification details. All registrations as Sellers are subject to approval by the Market Operator, and the Market Operator may approve or reject or cancel any registration as a Seller for any reason, and without giving any reason.

17.2 The Goods listed for sale on the Markets must be packaged food and beverage products and associated products.

17.3 The Seller is responsible for maintaining accurate pricing and availability for the Goods.

17.4 Where the Goods listed for sale are subject to a use by date, best before date and/or any other expiry date, the Seller must ensure that at the date of delivery those products have at least fourteen days left until their expiry or best before date passes, unless alternative expiry date arrangements are clearly stated in the listing.

17.5 Where the Goods are "perishable" and would customarily be stored and transported in temperature-controlled facilities and equipment but the Seller selects or allows a non-temperature controlled carriage service, the Seller is responsible for packing the Goods to maintain adequate temperature control and for any Buyer claims arising from the Goods not having their temperature maintained, and must indemnify the Market Operator and the transport provider against any Claims made against them in connection with a failure to maintain the Goods' temperature.

17.6 Buyers and Sellers may at their own risk opt out of temperature-controlled services being offered.

17.7 The Seller must ensure that all Goods listed on the Markets comply with the Food Standards Code and all other laws, including in relation to labelling in Australia, and for any other country for which the Seller accepts an order.

17.8 The Seller is responsible for any costs whatsoever arising from inaccurate or incomplete documentation required to affect the transaction.

17.9 If it becomes aware of any safety risk or recall applicable to Goods it has listed on the Markets, the Seller must immediately advise the Market Operator, delist those products and must contact those Customers who have purchased, or may have purchased, affected products. If the Market Operator offers a communications facility for this or states in a published policy that this contact must be made in cooperation with the Markets, then it must do so in cooperation with the Market Operator.

17.10 The Terms and Conditions of any sale via the Markets will be those specified on the Markets and in these terms. A Seller or Buyer may not impose its own additional or substitute terms unless specifically approved in advance in writing by the Market Operator.

18. CONDUCTING A TRANSACTION

18.1 On a Buyer placing and paying for an order for Goods and a Seller failing to place it on 'cancel' or 'hold' status via the Markets software within 24 hours of it being placed, an agreement between the Market Operator and the Seller for the supply of those Goods at the price indicated on the listing at the time the Order was placed (less any Authorised Deductions) will come into effect.

18.2 The Seller acknowledges that its own pricing and availability errors and omissions do not relieve the Seller of its obligation to honour the agreed price and supply once an Order has been placed.

18.3 A Seller may cancel an order after accepting it only if it discovers that it is unable to fulfil it, and where no suitable substitution is available.

18.4 Where a substitution is required and permitted by the Market Operator, the Seller must supply the substituted Goods at no additional cost and at the price of the originally ordered Goods, regardless of the Seller's usual or listed price for the substituted item.

18.5 A cancellation by a Seller must be communicated immediately within our online platform.

18.6 A Buyer may not cancel an order after placing it.

18.7 The Market Operator may cancel an order at its discretion if in the Market Operator's opinion, the Logistics Services cannot be performed, the Seller and/or Buyer are unable or unwilling to complete their obligations arising from the Contract or the transaction.

18.8 Subject to the Market Operator fulfilling any obligations under the optional Logistics Services Terms, and subject to Force Majeure Events, the Seller must ensure that the Buyer receives the Goods ordered within the delivery timeframe indicated on its listing.

18.9 The Buyer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Buyer places an order for or accepts delivery of any Goods.

18.10 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered, the terms of this Contract shall prevail.

18.11 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

18.12 If the supply of Goods and/or Logistics Services requested exceeds the Customer's credit limit and/or the account exceeds the payment terms, the Market Operator reserves the right to refuse delivery.

19. FEES

19.1 Each Seller must pay the Market Operator the Transaction Fees agreed between the Seller and the Market Operator from time to time. If no specific Transaction Fees are agreed with a Seller, the Markets' default Transaction Fees will be deemed to have been agreed. The Market Operator may vary the Transaction Fees on 30 days' notice. Notice will be deemed to have been given if the Market Operator transmits the updated fees to the email address registered on the Seller's profile.

20. ERRORS AND OMISSIONS

20.1 The Customer acknowledges and accepts that the Market Operator shall accept no liability in respect of any alleged or actual error(s) and/or omission(s): resulting from an inadvertent mistake made by the Market Operator in the formation and/or administration of this Contract; and/or contained in/omitted from any literature (hard copy and/or electronic) supplied by the Market Operator in respect of the Goods.

20.2 In the event any error and/or omission whatsoever occurs and is not attributable to the negligence and/or wilful misconduct of the Market Operator, the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

21. FAIR AND ACCEPTABLE USE

21.1 Each Seller, Buyer and Viewer must only use the Markets for their intended purpose, of facilitating sales of packaged food and beverage and associated products via the Markets' own sale and payment mechanisms, and not for any other purpose.

21.2 A Seller or Buyer must not encourage or invite Buyers, Viewers or other Sellers that it first transacts with via the Market or Market Operator's activities, or that browse its listings on the Markets to transact with it outside of the Markets.

21.3 The Market Operator may delist any listing at any time and for any reason, including any person alleges that it, or if the Market Operator otherwise suspects that it might, breach any person's intellectual property rights, breach or result from a breach of any person's contractual rights (including exclusive distribution rights), offend or shock or insult any person, defame any person or bring the Markets into disrepute.

21.4 Each Seller, Buyer and Viewer must conduct its dealings via the Markets in good faith, without engaging in practices such as feedback manipulation or any denigration of any person.

21.5 The mere entry of a listing into and appearance of a listing on the Markets will not be taken to be any form of approval of that listing by the Market Operator.

22. MARKET AVAILABILITY

The Market Operator makes no representation that the Markets will be online or available to all or any Sellers or Buyers or Viewers for any period or at any time. The Markets are dependent upon third-party infrastructure, will require maintenance and modification from time to time and may be suspended, terminated or modified in any way at any time.

23. INTELLECTUAL PROPERTY

23.1 The Intellectual Property Rights in the Markets and any software, handbooks or other materials developed in relation to use of the Markets vests (as between the Buyer, Seller and Market Operator) in the Market Operator. A Buyer, Seller or Viewer must not claim ownership of any such rights, must not imitate any distinctive functions or design elements of the Markets and must not publish content from the Markets anywhere else.

23.2 Each Seller grants the Market Operator a worldwide, irrevocable, royalty-free licence to use (and permit others to use) the Intellectual Property Rights associated with any products sold by the Seller solely for the purposes of operating the Markets and promoting the Markets.

23.3 Each Seller indemnifies the Market Operator against any Claims made against the Market Operator for infringement or alleged infringement of any person's Intellectual Property Rights in relation to the sale of products listed by that Seller on the Markets.

24. PRICE AND PAYMENT

24.1 Price
24.1.1 At the Market Operator's sole discretion the Price, less any Authorised Deductions, shall be: as advised by the Market Operator to You in respect of Goods and/or Logistics Services supplied; or the Price as at the date of delivery of the Goods according to the Market Operator's current price list; or the Market Operator's quoted Price which shall be binding upon You.

24.1.2 The Market Operator reserves the right to change the Price: if a variation to the Goods which are to be supplied is requested; or as a result of an increase in the Market Operator's costs due to changes in its suppliers, statutory, government, or local body charges, taxes, levies, etc. with respect to the Goods and Logistics Services, which are outside the control of the Market Operator.

24.1.3 You shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to You by the Market Operator nor to withhold payment if there is a dispute.

24.1.4 Where we have supplied Goods and Logistics Services to You, You acknowledge that You accept responsibility for the suitability of purpose and use for the Goods and/or Logistics Services and any faults inherent in those products.

24.2 Payments to Sellers
The Seller will accept an Australian Tax Office compliant Recipient Created Tax Invoice for each Market order and any Authorised Deductions. The Market Operator must remit those invoices to the Seller within the timeframes agreed with the Seller. The Market Operator may vary the payment timeframes on 30 days' notice. For Sellers with specifically agreed payment timetables, notice will be deemed to have been given if the Market Operator transmits the updated timetables to the email address registered on the Seller's profile.

25. COMPLAINTS, DISPUTES, RETURNS AND PAYMENT REVERSALS

25.1 In the case of any complaint by You about Goods and/or Logistics Services (or non-delivery of Goods and/or Logistics Services) You must immediately advise the Market Operator of the complaint and of future communications in relation to the complaint. If the Market Operator chooses to, they may appoint themselves to determine whether Your complaint is warranted. The Market Operator may appoint themselves to this role at any point during the process. The Market Operator will not be acting as an arbitrator and may consider factors including transaction size, the nature of the Buyer, the nature of the Seller and the reputation of the Markets in fulfilling this role.

25.2 Returns Policy
This Returns Policy sets out how Australiatastingroom.com and Buythebox.co ABN 13 131 922 088 (the Market Operator) and their Sellers will manage customer return requests and should be read in conjunction with our Terms and Conditions found at www.Australiatastingroom.com and Buythebox.co.

25.3 Any Goods which are accepted by the Market Operator and/or Seller as defective may be returned and will be replaced free of charge or be the subject of a credit for the invoiced value. "Free of charge" does not include labour, transport or material costs. Any Goods supplied with a major fault or defect may be returned for a full refund for the costs of the good and any handling and delivery fees.

25.4 Returns will not be accepted unless You first obtain the Market Operator's written authorisation.

26. LOGISTICS SERVICES

26.1 By giving 30 days' written notice to the email address registered on the Seller's profile and/or via the transmission of an order stating such, the Market Operator may require a Seller or Sellers to use Logistics Services provided by the Market Operator.

26.2 By giving 30 days' written notice to the email address [email protected], the Customer may request the Market Operator to provide Logistics Services.

26.3 Upon any such agreement between the Market Operator and the Customer, You agree that those services are performed under, and that you will be bound by, the Market Operator's Freight Forwarding Terms and Conditions. The Market Operator carries on business as a Freight Forwarder and a forwarding agent. The Market Operator is not a common carrier and will accept no liability as such. All Logistics Services provided by the Market Operator are governed solely by these Terms and Conditions and the Freight Forwarding Terms and Conditions, which shall prevail over any terms and conditions of the Customer and any terms and conditions contained in any transport document.

26.3.3 The Customer acknowledges and agrees that the Market Operator's Reporting Obligations may require the Market Operator, their agents, employees and contractors to disclose a breach or possible breach of any Customs Related Law to any Government Authority. None of the Market Operator, their agents, employees and contractors will have any liability to the Customer arising from compliance with its Reporting Obligations. The Customer must indemnify and keep indemnified the Market Operator, their agents, employees and contractors from all costs and liabilities they incur in relation to their Reporting Obligations.

26.3.4 The Market Operator is committed to ensuring as far as is reasonably practicable that any carriage of Goods by road performed as part of the Logistics Services is performed safely and in accordance with the Heavy Vehicle National Law and its Chain of Responsibility provisions.

26.3.5 The Customer agrees that the Market Operator may treat or otherwise deal with the Goods as directed or required by the Department of Agriculture in relation to any biosecurity or other risks.

26.3.7 The Market Operator is entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to shipping and forwarding agents. The Market Operator may charge by weight, measurement or value and may at any time reweigh, remeasure or revalue the Goods and charge additional fees accordingly.

26.3.8 Quotations as to Fees and other charges are given based on immediate acceptance and subject to the right of withdrawal or revision by the Market Operator. Quotations are valid only for the specified weight and volume ranges quoted and for the designated services quoted.

26.3.9 If any changes occur in the rates of freight, insurance premiums, warehousing, statutory fees or any other charges applicable to the Goods, quotations and Fees are subject to revision accordingly.

26.3.12 All amounts due to the Market Operator in Australia are payable in Australian dollars. The Market Operator is entitled to charge a currency conversion premium when converting receivables into Australian currency.

26.3.13 The Customer agrees that the Fees will be paid on the due date of an invoice statement or as otherwise determined by the Market Operator.

26.3.14 If any amounts payable or due under any agreement between the Market Operator and the Customer are not made within seven (7) days of the due date, the Customer will be in default and shall pay to the Market Operator, by way of liquidated damages, interest calculated in accordance with the National Australia Bank business overdraft reference rate on the amount outstanding calculated from the due date until payment is made in full.

26.3.15 The Market Operator reserves the right to offset any amounts receivable from the Customer against any amounts payable to that Customer or any Related Body Corporate of the Customer.

26.3.16 The Market Operator, their servants or agents shall have a special and general lien on the Assets and a right to sell the Assets whether by public or private sale or auction without notice, for Fees, freight, demurrage, detention charges, duty, fines, penalties, salvage and any and all Debts, charges, expenses or other sums due and owing by the Customer.

26.3.18 Personal Property Securities
The Customer acknowledges that the Market Operator shall have a Security Interest which attaches over any Assets which are the subject of the Logistics Services and in the Market Operator's possession. The Customer acknowledges and consents to the registration and perfection of this interest for the purposes of the PPSA. The Customer warrants that it has rights in the Assets and the power to transfer rights in the Assets to the Market Operator. The Customer must not grant any other person a Security Interest in respect of the Assets.

26.4 Operational Parameters
26.4.1 The Market Operator may refuse deliveries at will.
26.4.2 The Seller must make the Goods available for collection, promptly and in appropriate packaging, at the agreed collection location at all reasonable times during the agreed collection window.
26.4.3 In the event the Goods are not made available during the agreed collection window the Seller will be liable for any additional costs that arise including recollection and reshipment.
26.4.4 If it has been agreed that the Goods will be transported within a particular temperature range, the Seller must ensure that the Goods are provided to the Market Operator or its contractors within that temperature range.
26.4.5 The Seller must ensure that each package is clearly labelled with the name and address of the recipient and the number of packages to be delivered to the recipient.
26.4.6 The size and weight of each package must be as agreed between the Seller and Market Operator.
26.4.7 The Market Operator's liability in respect of the Logistics Services is limited to performing the relevant services again or paying the cost of having the relevant services performed again.
26.4.8 Any duties imposed on bailees by the general law are excluded, and the Market Operator's duty is only to use reasonable, industry-standard care in providing the services.
26.4.9 The Seller may continue to insure the Goods until they are delivered to the Buyer, however, this is not mandatory.
26.4.10 In the event the Buyer is not available to receive the delivery the Market Operator reserves the right to charge any additional costs to the Buyer that arise including re-delivery, storage and re-shipment.
26.4.11 The Seller must pay the Market Operator the fees specified in the applicable notice from the Market Operator.
26.4.12 The Market Operator must specify the fees for the Logistics Services in an email to the email address registered in the Seller's profile, and