We, Prized Life Pty Ltd (ACN 639 580 288) own and operate the website located at www.prizedlife.com (the Site), an online directory that allows consumers (Users) to search for ethical and sustainable merchants, retailers and brands.
These Merchant Terms may be amended by us at any time, and by continuing to use the Site you accept the Merchant Terms as they apply from time to time.
2. How it works
The Site is an online directory that connects Users to ethical and sustainable Merchants.
We list and display Merchants on the Site who can demonstrate a commitment to ethical and sustainable values, including but not limited to:
(a) locally made;
(b) cruelty free;
(d) upcycled and/or recycled;
(g) slow fashion; and/or
Our Merchant listing includes the Merchant’s name and logo (if provided) and a link to the Merchant’s website.
You may opt out of being listed on the Site, or update or modify your listing, at any time by emailing firstname.lastname@example.org.
3. Our role
(a) We act as an intermediary between Users and Merchants, and our role is limited to facilitating access to and use of the Site, including by taking feedback and improving the Site.
(b) We do not own, create, sell, resell, provide, control, manage, deliver or supply any services or products of any Merchants advertised through our Site.
(c) By accessing and using the Site, you acknowledge and agree that:
(i) we are not a party to or participant in any contractual relationship that may arise between you and Users;
(ii) we are not acting as an agent in any capacity for any Merchant or User; and
(iii) we are not responsible for and have no control over the use of the Site by other Users and Merchants.
4. Merchant Obligations
(a) You must:
(i) keep your listing information accurate and up-to-date at all times; and
(ii) notify us immediately if there is any change to your values or operations that may impact on your eligibility for listing on the Site.
(b) You represent and warrant that:
(i) you have the right, authority and capacity to agree to and abide by the Merchant Terms;
(ii) we have no control over the conduct of our Users and your interactions with other Users (whether in person or online);
(iii) we reserve the right to remove a listing from the Site at any time and for any reason without notice; and
(iv) you will use the Site in a manner consistent with any and all applicable laws, regulations and all Prized Life policies.
(c) We may from time-to-time send you text messages, push notifications and emails as part of the normal business operation of your use of the Site. You may opt-out of receiving these communications from us by contacting us.
We may offer “premium” listings or other features at a fixed cost for Merchants to subscribe to through the Site from time to time. The subscription features, terms and fees are displayed on the Site and are updated from time to time.
All subscription fees are payable in advance and are non-refundable, except as expressly provided in these Merchant Terms. We may increase the subscription fees at our discretion at any time and will provide you with 30 days’ notice of any increased subscription fees. You may provide written notice of cancellation within 30 days of notification of any fee increase.
Subscription fees and all other fees, charges and prices are stated on the Site in Australian dollars and are exclusive of applicable taxes.
Each subscription will renew automatically on the same terms on the last day of the initial subscription term that you have agreed to.
You may cancel your subscription at any time with 30 days’ notice to us. We will provide a pro-rata refund of any fees paid in advance from the end of the cancellation notice period until the end of the pre-paid subscription term.
6. Referral incentive
We may offer, from time to time, incentives to Merchants for referrals or introductions to other merchants, brands and/or retailers who may be included on the Site, including discounted subscription fees.
Any incentive will only be payable, or may only be redeemed, once a referral or introduced merchant, brand and/or retailer has been listed on the Site.
We may refuse or reject a referral for any reason in our sole and absolute discretion.
Any referral incentive is not transferable or redeemable for cash.
7. Intellectual Property
If you provide us with your logo, trademark or other images (Merchant Marks) to include with your listing, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, copy, publish and display such Merchant Marks in connection with the use of the Site as a Merchant.
You are solely responsible for any Merchant Marks and indemnify us against any claims from third-parties that the Merchant Marks infringe any of their intellectual property rights.
8. User Agreements
You are responsible for displaying any sales, privacy or other terms that you want to apply to your interactions with Users. Any such terms do not bind us and must not conflict with these Merchant Terms and our other applicable terms and policies.
To the fullest extent permitted by law, you acknowledge and agree that:
(a) the Site is provided “as is” and “as available” and the entire risk arising out of your use of our Site remains solely with you;
(b) we retain complete control over the Site and may alter, amend or cease the operation of the Site at any time in our sole discretion;
(c) we make no warranty or representation that the Site will be fit for purpose, continuous, uninterrupted, accurate, fault-free, virus-free, secure or accessible at all times; and
(d) we may remove any content, including a listing or Merchant Mark, at any time, without giving any explanation or justification for the removal.
10. Exclusion and limitation of liability
(a) To the fullest extent permitted by law, we are not liable to you or anyone else for any direct or indirect loss or damage, including consequential loss, loss of data, reputation, goodwill and opportunity arising out of or in connection with:
(i) your use of inability to use the Site;
(ii) any interaction between users;
(iii) the conduct of any User or other Merchant; and
(iv) any User or Merchant breaching or failing to comply with any applicable laws, these Merchant Terms, our Terms or Use, or any of your terms applicable to the sale of your products, even if we have been advised of the possibility of such loss.
(b) To the fullest extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those set out in these Terms.
(a) You agree to indemnify us for all losses, damages, liabilities, claims and expenses (including reasonable legal costs) incurred by us arising out of or in connection with your use of the Site, your breach of these Merchant Terms or any rights of third parties, except to the extent that we directly caused or contributed to such loss, damage, liability, claim or expense.
(b) We reserve the right, at our own expense, to assume the exclusive control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim.
(a) We reserve the right to:
(i) cease operating the Site, without notice and for any reason; or
(ii) terminate our relationship with you without notice and with immediate effect if you, in any way, breach these Merchant Terms.
(b) If we take any of the above actions, then:
(i) we will remove your listing from the Site;
(ii) in the case of 13(a)(ii) above, you will not be entitled to any refund of any subscription fees paid by you; and
(iii) we will not be liable for any costs, losses or damages arising as a result of terminating your access to the Site.
14.1 Disputes between Users and Merchants
We will not intervene or assist in any dispute between a User or a Merchant. All such disputes are to be dealt with in accordance with the Merchant’s terms of sale.
14.2 Disputes between Users and Merchants
(a) If a dispute arises out of or relates to these Merchant Terms as between us and a Merchant, neither party may commence legal proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause 14.2. A party claiming that a dispute has arisen must notify the other party to the dispute giving details of the dispute.
(b) After notice of a dispute is given each party to the dispute must cooperate and take all reasonable steps necessary to resolve the dispute, including engaging in negotiations to resolve the dispute.
(i) if the parties are unable to resolve the dispute within 14 days (Initial Period), each party agrees that the dispute must be referred for mediation to a mediator agreed on by the parties.
(ii) if the parties are unable to agree on a mediator within 7 days, then the parties must submit the dispute for mediation through the Law Society of Western Australia and have the President of that Law Society appoint a Mediator and set the matter for mediation.
(iii) The role of the mediator is to assist in negotiating a resolution of the dispute. A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.
(iv) Each party must pay its own costs of complying with this clause 14.2(c). The parties must pay equally the costs of any mediator engaged.
(v) The mediation will be held in Western Australia, Australia.
(d) After the Initial Period, a party that has complied with this section may terminate the dispute resolution process by giving notice to the other party. A party will only be entitled to pursue other remedies available to it at law or otherwise, if the parties have failed to resolve the dispute within 30 days after commencement of dispute resolution.
(e) All communications concerning negotiations made by the parties in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.
15. Contact us
If you wish to contact us or make a complaint, please contact us at email@example.com.
16. Variation to the Merchant Terms
We may vary, amend or otherwise modify the Merchant Terms at any time.
We will publish the new Merchant Terms on the Site, at which time they will be effective.
Your continued use of the Site following posting of the new Merchant Terms constitutes your acceptance of the new Merchant Terms.
If any provision of our Merchant Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid, and will not affect the enforceability or validity of the remaining provisions.
The Merchant Terms are governed by the laws in force in Western Australia, Australia.
You and we submit to the exclusive jurisdiction of the courts of Western Australia.
Last update of these Merchant Terms: 20 March 2020