Home > BIGshop Merchant Agreement

1. This Agreement, applies to the listing, display and publication on www.bigshop.com.au (the Site) of the merchant, store or product listing information and links (the Advertisement) submitted by you, the person or entity named and described in the online application to become a BIGshop merchant (You or Your as the case requires) and to any sales of your product(s) through the Site.

2. By placing an order for the Advertisement to be listed on the Site and making your product(s) available for purchase through the Site You agree:
a. You must complete and submit the Merchant Application Form (the Application), confirming this Agreement is binding between You and INTHENET Pty Ltd (ACN 098 360 395) (Us or We as the case requires).
b. To pay Us the applicable pay-per-order fees and charges as specified at www.BIGSHOP.COM.AU/cgi-bin/suppliers/index.cgi?item=merchant_fees and in accordance with this Agreement.
c. To comply with all polices specified at www.BIGSHOP.COM.AU/cgi-bin/suppliers/index.cgi?item=merchant_fees or as advised from time to time.
d. To appoint Us as Your agent for the sole purpose of accepting and processing payment for purchases of your product(s) through the Site.
e. You have the legal capacity and authority to enter into this Agreement.

3. You acknowledge and agree that:
a. We do not provide any assurances or guarantees regarding the performance or effectiveness of the Advertisement.
b. We do not assure or guarantee the site placement of Your Advertisement on the Site will be as you request or require.
c. We reserve the right to determine in our sole discretion where your Advertisement will be placed on the Site.
d. We are not responsible for any errors or omissions in any Advertisement that You provide Us.
e. You will check the Advertisement for errors once placed on the Site and advise Us immediately if there are any errors or if You require amendments to be made.
f. We are not liable for any malfunction or delays with the Internet including any fault that may prevent the full and proper display or operation of the Advertisement.
g. We are not liable for any loss or damage suffered by You as a result of any delay, error or omission with the publication of the Advertisement unless wilfully caused.
h. Comments or ratings of information contained in the Advertisement by users of the Site may not be favourable to You or Your product or Your store and accordingly. You may contact Us with a request to remove unlawful content or information posted by Site users but will otherwise have no remedy against Us for any unfavourable comments that may be posted on the Site regarding Your products.
i. In addition to placing the Advertisement on the Site, we may list, display and publish the Advertisement on other websites.
j. We may amend this Agreement, including Our fees, charges and services from time to time. Any amendments are effective after we provide You with fourteen (14) days' notice by emailing the relevant details to Your email account provided to Us on file or by posting a notice on the Site.
k. You are able to and will fulfill and complete orders for any goods or products specified in the Advertisement.
l. You must not include Our fees and charges in the terms of sale of any product listed in the Advertisement or request a customer to pay such fees directly to Us.
m. You comply with all legislative requirements for the sale of your goods Australia.
n. You will not use any automated means (including, but not limited to, robots, scripts or spiders) to access Your account with Us or to monitor or copy any part of the Site, unless such automated means are made available to You by Us.

4. You agree that the Advertisement must not:
a. Infringe another person’s intellectual property rights (for example contains an unauthorised reproduction of another person’s copyright work or uses another person’s trade mark without the owner’s permission).
b. Contain unauthorised links.
c. Contain any defamatory or inappropriate statement.
d. Breach the Trade Practices Act (Cth) (or State and Territory Fair Trading equivalent legislation) or any industry codes (whether voluntary or compulsory).
e. Contain any statement or content that is negligent or that is likely to mislead or deceive.
f. Breach any other law, contravene any injunction or amount to a contempt of court.
5. You agree the following terms, conditions and processes apply to any of Your product(s) sold via the Site:
a. All sales of Your product on the Site must be processed using Our payment service.
b. The Payment Service facilitates the purchase of Your products that are listed on the Site using the Advertisement.
c. Although the Payment Service is generally available seven (7) days per week, twenty-four (24) hours per day, You acknowledge there may be scheduled system downtime due to system maintenance.
d. A purchaser's authorised payment (the Payment Transaction) is credited to Your account with Us, which You may then transferred to Your designated Australian bank account.
e. You authorise Us to deduct all applicable pay-per-order fees and charges from the Payment Transaction.
f. A purchaser may authorise a Payment Transaction with any major credit card accepted by Us, Bpay or Paypal. The Payment Service facilitates the transactions.
g. Once We enter the transaction details into Our processing software, We have fully satisfied Our obligations to you and to the purchaser and you must complete and fulfill all obligations relating to that order.
h. We can initiate Payment Transaction credits to Your nominated account only on a business day when the automated clearinghouses are open for business. For purposes of this Agreement, a business day is Monday to Friday, excluding public holidays.
i. We will send a receipt to You via e-mail for each completed transaction. In addition, You can access Your transaction information online in the Money Manager section of the Merchant Control Panel on the Site when logging on with Your password.
j. You may access the Money Manager feature only with a browser that is compatible with the Merchant Control Panel.
k. If a purchaser has overpaid for their purchase, You may use the "Refund Order" link on the Order Details page on the Site to refund or partially refund the purchaser through the Payment Service for the amount of the overpayment or to send any refunds to the purchaser.
l. All balances for a given period will be reflected in the Merchant's Account Summary located in the Money Manager section of the Merchant Control Panel. Merchants can transfer funds only by direct deposit to an Australian bank account on file with Us. A transfer fee of $0.99c will be charged for transfers of $150 or less. Transfers over $150 will be free of any charges. If the transfer fails for any reason the transferred funds will be returned to your merchant account and the transfer error will be rectified. The amount of the fees for transfers will be posted to the Merchant's Account Summary and will be deducted from the balance of credits in the Merchant's Account Summary. [All references to monetary amounts are taken to be Australian currency unless otherwise stated.]
m. Transfers to Your account will generally be credited within five business days (i.e. a day that is not a weekend or public holiday in Queensland or the State or Territory in which you conduct business) of the date we initiate the transfer. On occasion we may send You a paper cheque instead of an electronic transfer. We will do so, for instance, if the Your bank will not accept an electronic credit to Your account.
n. You must provide a full refund directly to any purchaser who remits payment, either directly or through Us if the item cannot be shipped at the close of the sale. Such refund must be provided promptly and in no case later than thirty (30) days following the close of the sale. You can use the Refund link on the Order Details page of the Site to send a refund to purchaser through the Payment Service.
o. We reserve the right to impose transaction limits on You or any purchaser for any reason whatsoever and at out sole and absolute discretion.
p. If we reasonably conclude based on information available to Us that Your conduct or actions may result in a significant number of disputes with purchasers or other users of the Site, we reserve the right to delay initiating the transfer of Payment Transaction credits to Your account for the shorter of either 30 days following the initial date of suspension or completion of an investigation regarding a purchaser dispute.

6. For any intellectual property You provide Us in any way associated with the Advertisement, You grant to Us a royalty-free, non-exclusive and perpetual licence to use, reproduce, sub-license, disclose, modify and adapt that intellectual property for the purpose of displaying the Advertisement in accordance with the terms of this Agreement and providing any associated services.

7. We will not be liable to You for any actions, claims, damages, liabilities, costs, expenses, or losses in any way arising (including a breach of this Agreement or any negligent act or omission) out of or relating to the advertising services or any transaction conducted via the Site for an aggregate amount in excess of the fees paid by You to Us under this Agreement.

8. In no event will We be liable for special, indirect, incidental, consequential or punitive damages, costs, expenses or losses of any nature, including, without limitation, lost profits and opportunity costs.

9. You continually indemnify Us and Our officers, employees, contractors and agents (those indemnified) from and against all liability for any claims, actions, suits, losses, actual or contingent costs, damages and expenses suffered or incurred by those indemnified in connection with:
a. any breach of this Agreement by You (or any of Your officers, employees, contractors or agents);
b. any negligent act or omission by You (or Your officers, employees, contractors or agents);
c. any warranty given by You being, or subsequently becoming, untrue;
d. the listing or proposed listing of the Advertisement on the Site;
e. transactions conducted with purchasers of your products via the Site; and
f. Your actual or alleged breach of any law or codes of conduct in any way associated with this Agreement.

Where this clause refers to a person who is not a party to this Agreement We hold the benefit of this clause on trust for that person.
10. We cannot and do not guarantee to You that files available for downloading through the Site or delivered via electronic mail will be free of infection, viruses or any other codes that may have contaminating or destructive properties.

11. We will perform the services in good faith, with due care and skill, but disclaim all other warranties, either express or implied.

12. Where any legislation such as the Trade Practices Act (1974) (Cth) implies into this Agreement any condition or warranty and that legislation voids or prohibits conditions in a contract excluding the application of the conditional warranty, Our liability for any breach of the condition or warranty is limited to, at Our option
a. In the case of services, either:
i. the resupply of the Services; or
ii. the reasonable cost of having the Services resupplied, or
b. in the case of goods, either:
i. the replacement of the goods; or
ii. the replacement with equivalent goods.

13. You may include links to the Site from other websites containing more detailed listings or information about Your business, products, prices or services.

14. The manner in which We collect, use and disclose personal information supplied by You in the Application is described in Our privacy policy, a copy of which can be found at http://www.bigshop.com.au/cgi-bin/category/policies . By agreeing to these terms and conditions you are deemed to have read and understood our privacy policy.

15. We may give You a written notice terminating this Agreement (and removing the Advertisement from the Site), with immediate effect:
a. if You breach one or more of Your obligations under this Agreement;
b. if You (being a company), become, threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration;
c. if You (being a partnership), dissolve, threaten or resolve to dissolve or are in jeopardy of dissolving;
d. if you suffer a change in control;
e. if You (being a natural person), die; or
f. for any other reason, at our sole and absolute discretion.
16. For the purposes of clause 15 d, control of a partnership, trust, joint venture, corporation or other entity (entity) means:
a. the ability to cast or control the casting vote of more than 50% of the maximum number of votes that might be cast at any general meeting (or equivalent) of the entity; or
b. the holding of more than 50% of the issued ordinary share capital, the equity, or other ownership interest in the entity.
17. If this Agreement is terminated by Us then We will stop performing the advertising services and in addition to terminating this Agreement:
a. We will retain any fees paid;
b. We will remove your Advertisement from the Site;
c. We will be regarded as discharged from any further obligations under this Agreement;
d. We may pursue any additional or alternative remedies provided by law;
e. You must pay Us the fees and charges that are, on the date of termination, due and payable under this Agreement; and
f. You must indemnify Us in relation to Our unavoidable and unrecoverable costs directly arising from the termination.

18. You may terminate this Agreement and close your account at any time by contacting Us. When You terminate this Agreement:
a. You must complete any pending transactions;
b. if a dispute is pending, We may continue to hold fund relating to that transaction for up to 180 days to mitigate against Our risk. If You are later determined to be entitled to some or all of the funds in dispute, We will immediately release those funds to You.
c. You will remain liable for all obligations to purchasers of Your product(s) via the Site, even after Your account is closed.

19. It is understood and agreed that each of the parties to this Agreement is an independent contractor. Nothing in this Agreement should be construed as meaning we are in a joint venture, strategic alliance, partnership or any other joint arrangement. You are not Our agent or representative and must not represent yourself, directly or by implication, as Our agent or in any manner assume or create any obligation on Our behalf of or in Our name.

20. You have appointed Us as Your agent for the purpose of accepting and processing payments for the purchase of your product(s) through the Site through the Payment Service.

21. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then such provision will be null and void and will be severed from this Agreement, but each other provision is not affected and will continue to be valid and enforceable.

22. The parties acknowledge that by virtue of this Agreement, each may be afforded access to, and acquire knowledge of the other party’s confidential information. The party receiving that information agrees that that information will not be disclosed to others or independently used without proper authorisation from the disclosing party.

23. If GST is or will be payable by a party on a supply under this Agreement, then the supplying party may, subject to issuing a valid tax invoice, increase the amount otherwise payable for the supply by the amount of such GST.

24. You must not assign, sub-contract or sub-license any rights or obligations under this Agreement without Our prior written consent.

25. You consent to Us transferring some or all of our rights and/or obligations under this Agreement.

26. This Agreement is governed by the laws of the State of Queensland, Australia and each party unconditionally submits to the non-exclusive jurisdiction of the Courts of Queensland.