Terms & Conditions
Our Disclosures
Our complete terms and conditions are contained below, but some important points for you to know before you create an account and accept our terms and conditions:
For Vendors:
Nothing in these terms limit your rights under the Australian Consumer Law. |
Introduction
These terms and conditions (Terms) are entered into between Vendor Stock Pty Ltd t/a Sell 2 Vendors ABN 99 625 817 183 (we, us or our) and you, together the Parties and each a Party.
We provide a platform where car owners and car Vendors who would like to sell cars through the Platform (Sellers) and car Vendors (Vendors) can connect and transact (Platform).
In these Terms, you means (as applicable) the person or entity registered with us as either a Vendor or Seller or the individual accessing or using the Platform.
If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
Acceptance and Platform Licence
You accept these Terms by checking the box to confirm acceptance, agreeing online, registering or creating an account on the Platform, or using the Platform or the Sell 2 Vendors Services.
You must be at least 18 years old to use the Platform.
We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with these Terms.
Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
using the Platform to defame, harass, threaten, menace or offend any person;
using the Platform for unlawful purposes;
interfering with any user of the Platform;
tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
using the Platform to send unsolicited electronic messages;
using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
facilitating or assisting a third party to do any of the above acts.
Accounts
You must register on the Platform and create an account (Account) to access the Platform’s features.
You may only have 1 Account as a Seller and 1 Account as a Vendor on the Platform. If you are a car Vendor who would like to list vehicles to sell on the Platform, you must create a separate account as a Seller to do so.
You must provide basic information when registering for an Account including your contact name and email address and you must choose a username and password. As a Vendor you must provide your Motor Vendor license number and you must also select a membership (Membership). The username you choose must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.
We may review your request for an Account before approving the request. We may request additional information from you and if you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.
Once your Account has been approved, your Account information will be used to create a profile which you may then curate.
All personal information you provide to us will be treated in accordance with our Privacy Policy.
You agree to provide accurate, current and complete information during the registration process and regularly update such information to keep it accurate, current and complete.
Your Account is personal and you must not transfer it to others, except with our written permission.
You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of the services, threshold of reviews.
Platform summary
The Platform is a marketplace where Vendors and Sellers can find each other, and advertise, buy and sell cars. We provide the Platform to users (including hosting and maintaining the Platform), provide promotional opportunities for Sellers and provide acquisition opportunities for Vendors (together the Sell 2 Vendors Services). You understand and agree that we only make available the Sell 2 Vendor Services. We are not party to any agreement entered into between a Vendor and a Seller and we have no control over the conduct of Sellers, Vendors or any other users of the Platform.
A Seller wanting to provide sell a car posts as accurate and complete a description of the car to be sold, including the registration details and licence plate number of the car (Listing). A Seller can only make one Listing at a time.
A Vendor may browse Listings to find cars to purchase and if a Vendor finds a car to purchase, the Vendor may send a bid to purchase the car through the Platform
The bid is an offer from the Vendor to the Seller to buy the car described in the Listing.
Once the bidding has finished, we will make available the highest bid to the Seller and the Seller may negotiate off the Platform with the Vendor for the sale of the car. We will only make available the highest bid, not all of the bids.
We are not party to any contract for the sale of a car. Any such contracts are the responsibility of the Seller and Vendor respectively.
If the Seller and Vendor cannot come to an arrangement to sell the car, we may allow the Seller to create a new Listing without charge.
Vendors may ask Sellers questions through the Platform before bidding has finished. By doing so, the Vendor’s email address will be disclosed to the Seller.
Listing Fees (applicable to Sellers only)
In order to create a Listing, you must pay the listing fee set out on the Site (Listing Fee).
Memberships (applicable to Vendors only)
Once you have created an Account and chosen a Membership, you agree to pay the membership fee set out on the Platform (Membership Fee) to use the Platform and benefit from your Membership.
The Membership lasts for the period set out in the Membership inclusion set out on the Platform (Membership Period) and starts from the date the Account is created.
Your Membership is automatically renewed at the end of each Membership Period unless cancelled 24 hours before the next payment date.
When you cancel your Membership, you will have access to the Platform until the next payment date when your access to the Platform will be cancelled.
We may need to change the Membership (for example, the inclusions and exclusions) and Membership Fee from time to time. If we change your Membership or Membership Fee, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the new Membership Fee to your existing payment details for all future payment dates, and your Membership changes will take effect on the same date. If you do not agree with the new Membership or Membership Fee, you may cancel your Membership in accordance with these terms.
Payments – general
The payment methods we offer for the Listing Fees or for the Membership Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
To the extent permitted by law, the Listing Fees and Membership Fees are non-refundable and non-cancellable once paid.
You must not pay, or attempt to pay, the Listing Fees or Membership Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
Background verification
If we choose to conduct background checks on any Vendor or Seller, to the extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Vendor or Seller or guarantee that a Vendor or Seller will not engage in misconduct in the future. Any verification of Sellers on the Platform is not an endorsement or recommendation that the Seller is trustworthy or suitable or that a Vendor will be a suitable business to sell a car to.
You acknowledge and agree that (1) any background check may not be fully accurate, as it is dependent on the information provided by the relevant individual or business and/or information or checks performed by third parties; and (2) you should not rely on the background check, and you should make your own inquiries as to the accuracy, legitimacy, validity, credibility or authenticity of any users of the Platform.
Intellectual Property
All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.
We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
You must not, without our prior written consent
copy, in whole or in part, any of Our Intellectual Property;
reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of our intellectual property.
Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
you do not assert that you are the owner of Our Intellectual Property;
unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
you comply with all other terms of these Terms.
This clause will survive the termination or expiry of these Terms.
Content you upload
You may be permitted to post, upload, publish, submit or transmit relevant information and content including car advertisements (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms. You may request that any of your User Content is removed from the Platform or social media by sending us an email to the address at the end of these Terms. We will endeavour to action any removal requests within a reasonable time.
You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:
you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
This clause will survive the termination or expiry of these Terms.
Warranties
You represent, warrant and agree that:
you will not use our Platform, including the Content, in any way that competes with our business;
there are no legal restrictions preventing you from entering into these Terms;
all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.
Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
As a Vendor, the goods and services provided by a Seller may also confer on you certain rights under the ACL.
This clause will survive the termination or expiry of these Terms.
Exclusions to liability
Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
any aspect of the Vendor and Seller interaction including the car offered by the Seller, the description of the car in the Listing, or the contract for sale of the car between the Seller and the Vendor; and
any event outside of our reasonable control.
This clause will survive the termination or expiry of these Terms.
neither Party will be liable for Consequential Loss;
each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that party to mitigate its losses; and
our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Sell 2 Vendors Services to you or, in our sole discretion, to us repaying you the fees paid by you to us in respect of the supply of the Sell 2 Vendors Services to which the Liability relates (Membership Fees in the case of a Vendor and Listing Fees in the case of a Seller).
This clause will survive the termination or expiry of these Terms.
Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in your in the Account page section of your Account settings.
We may terminate these Terms at any time by giving 30 days’ written notice to you (Termination for Convenience).
These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
the other Party (Defaulting Party) breaches a material term of these Terms that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
the Defaulting Party is unable to pay its debts as they fall due.
Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.
Upon expiry or termination of these Terms:
we will remove your access to the Platform;
we will immediately cease providing the Sell 2 Vendors Services;
you agree that other than where termination is due to our Termination for Convenience and to the maximum extent permitted by law, any payments made by you to us (including any Membership Fees or Listing Fees) are not refundable to you;
where you are a Seller, we will cancel any existing Listings; and
where we terminate the Terms for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination.
Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
This clause will survive the termination or expiry of these Terms.
Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Vendor and us, or a Seller and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
Further assurance: Each party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
Governing law: This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Publicity: If you are a Vendor, you agree that we may advertise or publicise the broad nature of our supply of the Sell 2 Vendors Services to you, including on our website or in our promotional material.
Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us.
Definitions
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
For any questions or notices, please contact us at:
Vendor STOCK PTY LTD T/A SELL 2 VendorS ABN 99 625 817 183
Email:
Last update: 28 October 2021
