Welcome to CellarSpace!
WHAT PARTS OF THESE TERMS APPLY TO ME?
This agreement governs your use of the CellarSpace platform, accessible at https://www.cellarspace.com/ (Platform) and any other goods or services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Cellarspace Pty Ltd ABN 66 617 384 951 (CellarSpace, the Company, we or us).
The remainder of this agreement is divided into three parts:
● Part A (All Users), which sets out terms that apply to all Users;
● Part B (Sellers), which sets out additional terms that apply to Sellers, being Users who register for a Seller Account and/or offer to sell goods through the Platform; and
● Part C (Customers), which sets out additional terms that apply to Customers, being Users who register for a Customer Account and/or offer to buy goods through the Platform.
If you intend to use the Platform as a Seller, only Parts A and B of these terms will apply to you.
If you intend to use the Platform as a Customer, only Parts A and C of these terms will apply to you.
When we talk about the “Goods” in this agreement, we are referring to the goods available through the platform via the Sellers.
Part A All Users
1 ELIGIBILITY (a) This Platform is not intended for use by any person under the age of 18 years old (Minor) or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are: (i) have not been suspended or prohibited from using the Platform; and (ii) are over the age of 18 years. (b) Please do not access the Platform if you are under the age of 18 years old or if you have previously been suspended or prohibited from using the Platform. (c) The sale of liquor to a Minor, or to an adult on behalf of a Minor is not permitted on the Platform. (d) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) You may use the Platform as a guest or you may sign-up, register and receive an account through the Platform (an Account).
(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by CellarSpace from time to time.
(c) You warrant that any information you give to CellarSpace in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(d) Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.
(e) Once you complete the Account registration process, CellarSpace may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account. (f) CellarSpace reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you. (g) CellarSpace may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
3 USER OBLIGATIONS 1. As a User, you agree: (a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment; (b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify CellarSpace of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security; (c) to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive Goods, including by not using the Platform: (i) in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and (ii) in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by CellarSpace; (d) not to act in any way that may harm the reputation of CellarSpace or associated or interested parties or do anything at all contrary to the interests of CellarSpace or the Platform; (e) not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of CellarSpace; (f) that CellarSpace may change any features of the Platform or Goods offered through the Platform at any time without notice to you; (g) that information given to you through the Platform, by CellarSpace or another User including a Seller, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and (h) that CellarSpace may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.
4 POSTED MATERIALS
4.1 WARRANTIES 1. By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that: (a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide); (b) the Posted Material is accurate and true at the time it is provided; (c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience; (d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material; (e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition; (f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world; (g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and (h) the Posted Material does not breach or infringe any applicable laws.
4.2 LICENCE (a) You grant to CellarSpace a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for CellarSpace to use, exploit or otherwise enjoy the benefit of such Posted Material. (b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release CellarSpace from any and all claims that you could assert against CellarSpace by virtue of any such moral rights. (c) You indemnify CellarSpace against all damages, losses, costs and expenses incurred by CellarSpace arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
4.3 REMOVAL (a) CellarSpace acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, CellarSpace may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material. (b) You agree that you are responsible for keeping and maintaining records of Posted Material.
5 REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS 1. CellarSpace will have no liability or obligation to you if: (a) a Customer or Seller cancels at any time after the time for performance of the Listing is agreed; or (b) for whatever reason, including technical faults, the Goods cannot be provided, 2. and you will not be entitled to any compensation from CellarSpace.
6 ONLINE PAYMENT PARTNER (a) We may use third-party online payment partner (Online Payment Partner) to collect payments on the Platform. We currently use Braintree but this may change from time to time. (b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. (c) You agree to release CellarSpace and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment. (d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
7 SERVICE LIMITATIONS 1. The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that CellarSpace cannot and does not represent, warrant or guarantee that: (a) the Platform will be free from errors or defects; (b) the Platform will be accessible at all times; (c) messages sent through the Platform will be delivered promptly, or delivered at all; (d) information you receive or supply through the Platform will be secure or confidential; or (e) any information provided through the Platform is accurate or true.
8 INTELLECTUAL PROPERTY (a) CellarSpace retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you. (b) You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from CellarSpace or as permitted by law. (c) In this clause 8, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
9 THIRD PARTY CONTENT 1. The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). CellarSpace accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
10 THIRD PARTY TERMS (a) Any service that requires CellarSpace to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms). (b) Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing CellarSpace to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.
11 DISPUTES BETWEEN USERS (a) Any complaint: (i) relating to another User; or (ii) for any other issue or problem, must be made to CellarSpace via firstname.lastname@example.org. We will assess the complaint and attempt to quickly and satisfactorily resolve it, including by way of mediating between the parties. (b) Any costs you incur in relation to a complaint or dispute will be your responsibility. (c) CellarSpace has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute. (d) CellarSpace reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator. (e) If you have a dispute with CellarSpace, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings. (f) Notwithstanding any other provision of this clause 11, you or CellarSpace may at any time cancel your Account or discontinue your use of the Platform.
12 SECURITY 1. CellarSpace does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.
13 DISCLAIMER (a) (Introduction service) CellarSpace is a medium that facilitates the introduction of Customers and Sellers for the purposes of buying and selling goods. CellarSpace simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Sellers in relation to such services or otherwise resulting from the introduction. (b) (Limitation of liability) To the maximum extent permitted by applicable law, CellarSpace excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by any Seller. This includes the transmission of any computer virus. (c) (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. (d) (Consumer law) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide. (e) (Indemnity) You agree to indemnify CellarSpace and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’: (i) breach of any term of this agreement; (ii) use of the Platform; or (iii) your provision or receipt of Goods from another User. (f) (Consequential loss) To the maximum extent permitted by law, under no circumstances will CellarSpace be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any services provided by any Seller (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
14 CONFIDENTIALITY 1. You agree that: (a) no information owned by CellarSpace, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and (b) all communications involving the details of other users on this Platform and of the Seller are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
17 TERMINATION (a) CellarSpace reserves the right to terminate a User’s access to any or all of the Platform (including any listings, memberships or Accounts) at any time without notice, for any reason. (b) In the event that a User’s Account is terminated: (i) the User’s access to all posting tools on the Platform will be revoked; (ii) the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and (iii) the User may be unable to view the details of other Sellers (including contact details, geographic details and any other details), and all service listings previously posted by the respective User will also be removed from the Platform. (c) Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, CellarSpace will effect such termination within a reasonable time after receiving written notice from the User. (d) Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
18 TAX 1. You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and CellarSpace will not be held accountable in relation to any transactions between Customers and Sellers where tax related misconduct has occurred.
19 RECORD / AUDIT 1. To the extent permitted by law, CellarSpace reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving CellarSpace.
20 NOTICES (a) A notice or other communication to a party under this agreement must be: (i) in writing and in English; and (ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party. (b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given: (i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or (ii) when replied to by the other party, whichever is earlier.
21 GENERAL 21.1 GOVERNING LAW AND JURISDICTION 1. This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. 21.2 WAIVER 1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 21.3 SEVERANCE 1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected. 21.4 JOINT AND SEVERAL LIABILITY 1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. 21.5 ASSIGNMENT 1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party. 21.6 COSTS 1. Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement. 21.7 ENTIRE AGREEMENT 1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement. 21.8 INTERPRETATION (a) (singular and plural) words in the singular includes the plural (and vice versa); (b) (gender) words indicating a gender includes the corresponding words of any other gender; (c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; (f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it; (g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time; (h) (headings) headings and words in bold type are for convenience only and do not affect interpretation; (i) (includes) the word “includes” and similar words in any form is not a word of limitation; and (j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
Part B Sellers
1 ELIGIBILITY CRITERIA (a) To be a Seller on the Platform, you must: (i) have a valid Australian Business Number (ABN); (ii) possess a valid Liquor Licence in accordance with clause 2; and (iii) possess the relevant licences and qualifications which allow you to sell liquor online in Australia (Criteria). (b) You must verify that each Customer is over 18 years old. (c) CellarSpace may, at its discretion, require you to confirm the status of any of the above Criteria at any time. You indemnify CellarSpace against any claim that may arise in connection with your eligibility to sell liquor on the Platform.
2 LIQUOR LICENCE (a) As a condition of using this Platform, you represent and warrant that: (i) you hold the relevant liquor licence(s) required in your jurisdiction that allows you to sell the Goods that you sell, or intend to sell, in the manner contemplated on the Platform (Liquor Licence), (ii) you are authorised under the terms of your Liquor Licence to sell the Goods that you sell, or intend to sell, on the Platform in Australia. (b) You must notify CellarSpace as soon as reasonably practical if your Liquor Licence is suspended, expired or terminated for any reason, including where changes to your Liquor Licence affects your ability to participate in the Platform. You are responsible for ensuring you do comply with the terms of your Liquor Licence and all applicable laws. (c) If you do not meet the Criteria or any requirements in this clause 2 or if your Liquor Licence is suspended, expired or terminated for any reason, then CellarSpace reserves the right to remove your Account from the Platform, cancel your membership or revoke your access to the Platform completely.
3 LISTINGS 1. You acknowledge and agree that: (a) you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to provide Goods via the Platform (Listing); (b) CellarSpace may choose not to accept any Listing you submit to the Platform, and CellarSpace may limit the number of Listings you can submit to the Platform; (c) any information you supply in a Listing must be true, timely and accurate; (d) you grant CellarSpace the right to advertise, market and offer for commercial sale the Goods to its Customers, including the display of any images, logos and designs provided by the parties or otherwise found by the parties; (e) in the event you fail to provide the information for a Listing (such as photographs of the Goods) within 5 business days of accepting this agreement, you acknowledge and agree that we may obtain photos from your own website and display them on our website. (f) you must take all reasonable steps to complete the services as described in every Listing that is accepted by a Customer, including by not cancelling any part of such a Listing; (g) for each Listing you submit on the Platform, if a Customer agrees to purchase Goods via that Listing, CellarSpace will collect a Service Fee (defined in clause 5 below) (h) you must take all reasonable steps to provide the Goods as described in every Listing that is accepted by a Customer, including by not cancelling any part of an accepted Listing; (i) you must deal with any dispute with a Customer in accordance with clause 11 the Platform of Part A; (j) any additional terms and conditions relating to a Listing, or a quote provided via the Platform, are solely between you and the relevant Customer and do not involve CellarSpace in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement; and (k) CellarSpace will have no responsibility for the accuracy, reliability or timeliness of any Customer’s response to a Listing.
4 DELIVERY OF GOODS 1. You acknowledge and agree that: (a) the delivery of Goods to Customers is the responsibility of the Seller (Delivery); (b) within 2 Business Days of receipt of an order for Goods, the Seller must arrange Delivery to the Customer; (c) you may charge a flat-rate of $15.00 or less for Delivery as part of a Listing, with such amount to form part of the Quoted Amount; (d) you will provide free Delivery for Customer orders of Goods over $200.00; (e) you must update the Platform with the relevant tracking number for the Delivery within 1 day of shipping the Goods; (f) if arranging Delivery, you must only deliver the Goods. For the avoidance of doubt, you must not deliver any other products, including illegal or restricted items such as narcotics, medication or weapons, or marketing material.
5 FEES (a) Viewing the Platform and posting a Listing is free. (b) You will be required to quote the cost of providing the Goods (including delivery fees) specified in each Listing to a Customer (Quoted Amount). CellarSpace will charge you a certain percentage of the Quoted Amount (Service Fee) and any applicable merchant fee (Merchant Fee) for each Listing that is accepted by a Customer. (c) We reserve the right to change the Service Fee from time to time, and you must check our Platform for the most updated information on our Service Fee. Your continued use of the Platform will constitute your consent to our Service Fee. (d) When a Customer accepts a Listing, they will be prompted to pay the Quoted Amount, plus the Service Fee and Merchant Fee (together, the ‘Listing Fee’) to CellarSpace. (e) The balance of the Listing Fee minus the Service Fee and Merchant Fee (Your Fee) will be paid to you within 30 days of you providing CellarSpace with an invoice for the relevant order. (f) CellarSpace reserves the right to change the Service Fee at any time by updating this agreement, on written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice. (g) You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including GST) will be calculated and charged on the Quoted Amount and we will calculate the Service Fee on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount.
6 PROMOTIONS (a) From time to time, CellarSpace may run promotions solely or in conjunction with a Seller (Promotions). (b) If a Promotion is run solely by CellarSpace, CellarSpace: (i) may list any Goods as part of the Promotion; and (ii) is not required to obtain the consent of the relevant Seller for including any Goods in a Promotion. (c) If a Promotion is run by CellarSpace in conjunction with a Seller: (i) the details of the Promotion must be agreed between CellarSpace and the relevant Seller(s) at least 5 business days prior to the commencement date of the Promotion; (ii) at the end of the Promotion, CellarSpace will reconcile the remittances with the relevant Seller(s).
7 REFUNDS & CANCELLATIONS (a) Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a Listing, before you have fulfilled the requirements of the Listing that a Customer has agreed to, you must contact us using the Platform’s functionality, including by providing details as to why you are cancelling. If CellarSpace decides to investigate your request, you must provide assistance and information to CellarSpace as reasonably requested. (b) You must ensure that your cancellation policy and refund policy in relation to you or Customers cancelling an accepted Listing is in compliance with all applicable laws. (c) If we accept your request to cancel a Listing already accepted by a Customer, we may take one or more of the following actions: (i) cancel your Account and/or any membership you hold in connection with the Platform; (ii) refund the Quoted Amount to the relevant Customer; and (iii) if we refund the Quoted Amount, require you to pay all or part of the Quoted Amount to us, and issue you with an invoice for that amount. (d) You must not contact the Customer directly. CellarSpace will communicate with the Customer regarding the cancellation (e) The Service Fee and Merchant Fee are by default non-refundable for change of mind. However, CellarSpace may, in its absolute discretion, issue refunds of the Service Fee and/or Merchant Fee in certain circumstances. (f) You agree to honour and comply with the process set out in this clause 7 in the event of a pricing error in a Service Listing.
8 BYPASSING (a) You agree that while you are a Seller on the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Customer or their representative is still active on the Platform. (b) CellarSpace may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 8.
9 BINDING CONTRACT 1. You agree that when a Customer accepts a Listing, this constitutes a binding contract between you and that Customer, where you will provide the Customer with the Goods as specified in the relevant Listing, in exchange for payment of the relevant Quoted Amount. A contract is formed in this respect when the Customer responds to the Listing on the Platform confirming that they accept the Seller’s offer.
10 WARRANTIES 1. By listing yourself as a Seller on the Platform, posting a Listing, you represent and warrant that: (a) you are able to fulfil the requirements of the services specified in the Listing; (b) you will provide the relevant Goods to Customers in compliance with all applicable laws.
Part C Customers
1 LISTINGS (a) You acknowledge and agree that: (i) if you accept a Listing, that will constitute your offer and intention to enter into a contract with the Seller; (ii) for each Listing you respond to, you must pay the Quoted Amount, which will be debited from your Account and CellarSpace will keep a Service Fee which will be a percentage of the Quoted Amount and will not be an additional charge to you; and (iii) any terms and conditions relating to Goods or a quote provided via the Platform are solely between you and the relevant Seller and do not involve CellarSpace in any way, except that such terms and conditions must not be inconsistent with your or the Seller’s obligations under this agreement.
2 PAYMENT (a) (Payment obligations) Unless otherwise agreed in writing with the Seller, you must pay for all Goods specified in a Listing prior to the Seller providing those Goods. (b) (Card surcharges) Our Online Payment Partner may charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express). (c) (Release) You agree to release CellarSpace and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner or any error or mistake in processing your payment. (d) (Pricing errors) In the event that we discover an error or inaccuracy in any price at which your order was purchased via the Platform, we will attempt to contact you and inform you of this as soon as possible. Subject to agreement with the Seller, you will then have the option of purchasing the relevant services at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
3 PROMOTIONS (a) We may provide promotional offers such as "buy 2 get 1 free" as well as codes offering a discount for Goods (Promotions). Some Promotions will be automatically applied at checkout. For other Promotions, you will need to enter a code at checkout in order to use the Promotion. (b) A Promotion may not be applied retrospectively. Promotions are non-transferrable and cannot be redeemed for cash or credit. Additional terms or conditions may apply. (c) Only one Promotion may be applied to an Order at a time.
4 CANCELLATIONS (a) CellarSpace will have no liability or obligation to you if a Seller cancels a Listing after it has been agreed and you will not be entitled to any compensation from CellarSpace in relation to any such cancellation, including any portion of the Service Fee. (b) If you wish to cancel a Good before the Seller has fulfilled the requirements specified in the relevant Listing, you must contact CellarSpace using the functionality of the Platform. (c) If CellarSpace decides to investigate your cancellation, you must provide assistance and information to CellarSpace as reasonably requested. (d) If you cancel a Good, whether the relevant Quoted Amount paid by you is refundable will depend on the cancellation policy and refund policy of the relevant Seller.
5 RATINGS AND REVIEWS (a) Customers may rate a Service Listing (Rating) and/or may provide feedback to Sellers regarding the services Customers received from them (Review). (b) Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Seller Account and/or Service Listing is removed or terminated. (c) Customers must only provide true, fair and accurate information in their Reviews. (d) If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant Customer from posting further Reviews. We do not undertake to review each Review made by Customers. (e) To the maximum extent permitted by law, we are not responsible for the content of any Reviews. (f) You may not publish Reviews of Sellers to whom you have a personal or professional relationship (separately from the Platform). (g) You may only write a Review about a Seller if you have had a buying or service experience with that Seller, which means that: (i) you have purchased a product or service from that Seller via the Platform; or (ii) you have placed an order with the Seller via the Platform; or (iii) you can otherwise document your use of the Seller’s service, including via correspondence or other interaction with the Seller via the Platform, (collectively referred to as a Service Experience). (h) You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend. (i) You may not write a Review about a Seller you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Seller, or work for the Seller. Similarly, you may not write a Review about a direct competitor to the Seller you own, are employed by or work for. (j) Your Service Experience must have occurred within the last 12 months when you submit a Review. (k) You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Seller.
6 LINKED BUSINESSES 1. You acknowledge and agree that: (a) the Platform provides links and introductions to Sellers owned and operated by third parties that are not under the control of CellarSpace; (b) the provision by CellarSpace of introductions to Sellers does not imply any endorsement or recommendation by CellarSpace of any Seller; (c) CellarSpace does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Seller who uses or is listed on the Platform; and (d) any terms and conditions relating to a Service Listing or quote provided via the Platform constitute a contract between you and the Seller once agreed in accordance with clause 1 and do not involve CellarSpace in any way.
7 COMMUNICATION OUTSIDE THE PLATFORM (a) You must not communicate with a Seller, or request or entice a Seller to communicate with you, outside the Platform (except in the course of accepting Seller services that were agreed in a Listing). (b) CellarSpace, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 7.