Terms of Use

Prized Life // Marketplace Terms and Conditions

Overview

    1. Thank you for using Prized Life, an online marketplace to connect ethical and sustainable brands (Sellers) with customers in Australia and New Zealand (collectively, the Service).
    2. Our marketplace is located at https://prizedlife.com/, which is owned and operated by Prized Life Limited (NZBN 942 904 990 0446) (Prized Life, we, us, our). Please read these terms and conditions (Terms) carefully as they form a contract between Service users and us (Agreement). By using the Service, you agree with and accept the Terms in this Agreement.
    3. This Agreement, our Privacy Policy and all policies and guidelines related to the Service, together with the Australian Consumer Law contained within Schedule 2 to the Competition and Consumer Act 2010 (Australian Consumer Law), form the entire agreement between you and us. If you do not accept any Terms of the Agreement, you must cease to use the Service immediately.
    4. We reserve the right to amend the Terms at any time, and by continuing to use the Service, you accept the Terms as they apply from time to time.
Scope of Our Services
    1. Our service is a digital marketplace that connects people seeking ethical and sustainable products (Customers) with Sellers (collectively referred to as Users).
    2. We act as an intermediary between Users and our role is limited to facilitating access to the Service and products offered by Sellers on our Service as well as assisting in managing any disputes that may arise between Customers and Sellers.
    3. With the exception of Prized Life gift vouchers, we do not own, manufacture, sell, resell, control, deliver or supply any product on the Service. 
    4. When the Customer purchases a product through the Service, the Customer is directly entering into a binding contract with the Seller. 
    5. We do not become a party to, or participant in, any contractual relationship between Users. We are not acting as an agent or employer in any capacity for any User, except to the extent outlined in the Payment Terms in accordance with clause 9.
Eligibility requirements for Sellers
Products listed by a Seller on the Service must meet one or more of the following eligibility requirements: 
locally made in either Australia or New Zealand;
sourced, manufactured and tested using methods that are:
  • free from animal cruelty;
  • sustainable;
  • ethical;
  • all natural;

use upcycled and/or recycled materials;
made from organic materials;
slow production methods;
donations; and
use sustainable packaging.


Registration and Access to Service

  1. To use our marketplace, you must accept these Terms and our Privacy Policy which forms a contractual relationship between you and us.
  2. To register an account with us (Account), you must provide us with current, complete and accurate identification, and other information (some of which is not mandatory) including, but not limited to, your name, phone number, a valid email address, and password (Registration Information).
  3. If you have an Account and your Registration Information changes, you must promptly update your Account to reflect those changes.
  4. By accessing the marketplace and using our Service as a User, you represent and warrant that:

you are at least 18 years of age;
you have the right, authority and capacity to agree to and abide by the Terms of the Agreement;
you are currently living in Australia or New Zealand or have an Australian or New Zealand postal address;
if you are registering with Prized Life or using the Service on behalf of a company, that company is taken to have accepted the Terms and you are taken to have been duly authorised to bind the company; and
you will use the Service in a manner consistent with any and all applicable laws, regulations and all other Prized Life policies.
By accessing and using our Service as a User, you agree and acknowledge that:
we are not a party to, or a participant in, any contractual relationship between Users;
you are responsible for complying with any relevant legislation and regulations that may become applicable as a result of any contractual relationship you enter into with another User;
we do not guarantee the existence, availability, suitability, legality or safety of any product on the marketplace;
you are responsible for maintaining the confidentiality of your Registration Information at all times and for the activity that occurs under your Account;
your access to and use of the Service is non-transferable; 
we may deny anyone access to an Account or our Service at any time and for any reason without notice; 
we reserve the right, but are not obliged, to monitor, review, verify, edit, modify or delete material, content, data or information created, generated or transmitted by Users through the Platform (User Content) and we do not control the accuracy or completeness of User Content; and 
we are not obliged to confirm the identity of Users but may, at our discretion, undertake verification procedures.


Listings
This clause 5 applies to Sellers only. 
You acknowledge and agree that use of the Service requires use of an Application Programming Interface (API) which allow us to pull information from your system and allows you to:

  • select products to list on the marketplace; 
  • add information about your brand and products; and
  • remove products listed on the marketplace.

Once you have registered an Account, you may change or update your listings, including which products you wish to list on the marketplace, by contacting us at hello@prizedlife.com
We may add, vary or remove your listings from the marketplace at any time in our sole discretion without prior notice to you to ensure products comply with our brand and values. This includes editing your product descriptions, additional information and/or images to align with the marketplace.

 
Use of Service
By accessing the Service, you agree to:
use the Service for lawful purposes only;
not commit any act or engage in any practice that:

  • is harmful to our systems, reputation or goodwill; or
  • interferes with the integrity of the Service, including, but not limited to, by hacking, transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;

not create Accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means; 
not restrict, or attempt to restrict, another User from using the Service; 
not encourage or facilitate violations of the Terms;
not distribute or send communications that contain spam, chain letters, or pyramid schemes;
not harvest or otherwise collect information about others, including Registration Information, without their consent; 
not bypass measures used to prevent or restrict access to our Service;
not interfere with the privacy of, harass, intimidate, act violently or inappropriately towards or be discriminatory against another User; and
not infringe any intellectual property rights or any other contractual or proprietary rights of another User or third party.


User Content

    1. You are solely responsible for User Content:
  • you post, publish or otherwise transmit through use of the Service; and
  • you obtain through accessing or using the Service.
  • You grant us a royalty free, worldwide, perpetual, irrevocable, non-exclusive, transferable, assignable, sub-licensable license to use, reproduce, modify, copy, store and exploit your User Content for our business or commercial purposes. 
  • The views expressed in any User Content are the views of Users and not those of Prized Life unless specified otherwise. We are not responsible for and disclaim all liability in respect of any comments, views or remarks expressed in any User Content. We encourage you to report problems, offensive content or comments and malicious use of the Service. 
  • For the avoidance of doubt, we are not responsible or liable to any User for any content, including any claims made, on any listing for a product on the marketplace. We rely on the accuracy and integrity of the information supplied to us by Sellers. 

Seller’s Obligations
Sellers who advertise their products on the Service must:
keep all listing (including order and delivery terms and conditions) and product information up to date at all times;
ensure that all listing and product information is accurate and not misleading or deceptive in any way; and
notify us immediately if there is any change to your values or operations that may impact your eligibility for listing your products on the Service.


Ordering and Delivery


Ordering

      1. Where the Seller uses a compatible platform (such as Shopify, WooCommerce or Squarespace), an order placed through the Service will be automatically relayed to the Seller’s system through the API where it will be displayed as a new order in the Seller’s ordinary ecommerce system. 
      2. Where the Seller’s platform is not compatible with the Service (such as Wix), orders placed through the Service can be managed by Sellers through the Prized Life vendor platform.
      3. Users acknowledge and agree that we have no control of any Seller’s ordering policy or procedures and we are not responsible or liable for any result or consequence relating to a Seller’s ordering policy or procedure.
Delivery
    1. By purchasing a product through the Service, the Customer acknowledges and agrees to the relevant shipping and delivery policy of:
  • Prized Life; and
  • the Seller,

and to any additional terms and conditions of the Seller that may apply. 

Please check the Seller’s terms and conditions, available through the listing, thoroughly for any such conditions prior to making a purchase.
The Customer agrees that we have no control of any Seller’s shipping policy and we are not responsible or liable for any result or consequence relating to a Seller’s shipping policy. 
All Sellers must abide by and adhere to their shipping and delivery policy at all times. 


Payment Terms


Shipping Fees

      1. We may charge Customers shipping fees at the rates set out on the website from time to time on each order submitted through the Service. 
      2. Any shipping fees will be applied to a Customer’s order on check out. 
      3. Our shipping fees will be deducted from the amount paid for an order before the remainder of the order (less our Service Fees) is remitted to the Seller. 
Service Fees
    1. In exchange for use of the Service, Sellers will pay to Prized Life:
  • a commission of 15% of all gross sale revenue generated through use of the Service (Commission); and
  • a monthly subscription fee of $29 per calendar month in AUD or NZD, depending on the local currency where the Seller is located, or as otherwise displayed on the Website from time to time;

(collectively, Service Fees).

We will automatically deduct the commission from the Customer’s payment at the time of a sale, and before we remit the remainder of the Customer’s payment to you.
The monthly subscription fee will be automatically debited from the Seller’s nominated credit card at the end of each month; 
Where a direct debit is unsuccessful, the Seller will have 7 days from the due date to make payment of the monthly subscription fee. 
All Service Fees are in Australian Dollars (AUD) or New Zealand Dollars (NZD), depending on the local currency where the Seller is located. We will be entitled to add on GST for any supply in Australia.
The Service Fees may be amended from time to time by written agreement between us and the Seller.
You as a Seller are responsible for paying any Service Fees that you owe to us. 
Service Fees are non-refundable.


Remittance to Sellers

  1. On the first business day of each week, we will remit to the Seller, any funds for the sale of a Seller’s product made via the Service for the immediately preceding 7 days ending Sunday at 11:59PM NZST.
  2. The amount remitted will be the total amount of any sales made via the Service, less the Commission, any Prized Life shipping fees and any Customer refunds.
  3. Where the sale funds are not sufficient to reimburse us for any refunds issued during the preceding 7 days, we will provide the Seller with a statement of account and the Seller will have 7 days to pay us the outstanding amount.
Customer Payment method
    1. In this clause 11, “Payment Method” means a financial instrument that Users have added to their Account or inserted upon check out, such as a credit card, debit card, or PayPal account.
    2. Prices for products listed on the Service are set by the Sellers at their sole discretion. We do not have any responsibility or liability for any pricing errors or discounts advertised by Sellers on the Service. 
    3. Sellers may change the price of a product at any time.
    4. Sellers may, at their sole discretion, make promotional offers with different pricing and different features to any Customer.
    5. Purchases made by Customers under this Agreement must be paid for using payment processing services provided by Shopify and are subject to the Shopify Terms of Service. Please review these terms before using your Payment Method.
    6. By agreeing to these Terms or continuing to operate an Account with Prized Life, you agree to be bound by the Shopify Terms of Service and the same may be modified by Shopify from time to time. 
    7. We reserve the right to delay or cancel any payment for purposes of preventing unlawful activity, fraud, risk assessment, security or investigation. 
    8. The Customer is responsible for:
  • ensuring that their nominated Payment Method has sufficient funds to complete a purchase; 
  • paying all bank fees, including fees charged by your bank for an overdraw of your account as a result of payment for a purchase; and 
  • if any payment fails, any reasonable administration fees.
  • The Seller is responsible for rectifying any payment processing errors that it becomes aware of. These steps may include crediting or debiting (as appropriate) the same Payment Method used for the original payment by the Customer.
Currency Conversion
    1. We may, at our sole discretion, round up or round down amounts that are payable from or to Users to the nearest whole functional base unit in which the currency is denominated.
    2. Our Service facilitates dealings between Users who may prefer to pay and handle payments in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences.
GST
    1. Unless otherwise specified, the Service Fees are exclusive of GST. 
    2. If GST is payable in respect of a purchase made under or in relation to these Terms, the Customer must pay to the Seller, an amount equal to the GST payable on the product (GST Amount). The GST Amount is payable by the Customer in addition to and at the same time as any consideration for the product.
Customer Service
    1. For enquiries relating to these Terms, a Seller or products on the marketplace, or to make a complaint, please contact hello@prizedlife.com.
    2. We will to the best of our ability, assist with any Customer enquiries or complaints, including liaising between Users to resolve any Customer complaints. 
    3. In the event that we are unable to resolve a complaint within 5 business days, we will refer the Customer directly to the Seller for further assistance.
    4. Our dispute handling procedures shall be in accordance with clause 23.
Refunds, Returns and Exchanges
By purchasing a product through the Service, the Customer acknowledges and agrees to the relevant refunds, returns and exchanges policy of that Seller. 
Users agree that where a Customer requests a refund, Prized Life will seek approval from the Seller and where the Seller approves the refund, Prized Life will:
  • credit to the same Payment Method used for the original payment by the Customer, the original purchase cost less shipping fees; and
  • invoice the Seller for the amount refunded to the Customer and deduct the amount from the Seller’s remittance funds in accordance with clause 10.3.
Please check the Seller’s terms and conditions, available through the listing, thoroughly for any such conditions prior to making a purchase. If you would like to obtain a refund, or return or exchange a product, please review and keep a record of any correspondence regarding your request.
The Customer agrees that we have no control of any Seller’s refunds, returns and exchanges policy and the Customer will not hold us responsible for any result or consequence of a request for a refund, return or exchange from a Seller. 
The Customer agrees that Prized Life shipping fees are non-refundable and shipping fees for any returns, refunds or exchanges will be at the Customer’s cost.
All Sellers must abide by and adhere to their refunds, returns and exchanges policies. 
We handle and process refunds of our own fees in accordance with applicable consumer law: 
  • should you wish to obtain a refund, you may contact us within 14 calendar days of commencement of the Service to report any discrepancies or faults or to make a claim otherwise you will be deemed to have accepted the Service;
  • refunds are made at our discretion subject to any guarantees that cannot be excluded under applicable consumer law; and 
  • except as required by the applicable consumer law, we will only facilitate a refund if we are unable to facilitate the completion of the Service or, if we determine, in our absolute discretion, it is reasonable to do so.
Intellectual Property Rights
    1. In these Terms, “Intellectual Property (Rights)” means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, circuit layouts, domain names, know-how and other rights of a similar nature worldwide, whether registered or not, and any applications for registration or rights to make such an application.
    2. We own or are the licensee of all rights, title and interest (including Intellectual Property Rights) in the Service or to the material (including all text information and content, graphics, logos, type forms and software) made available to you on the Service (collectively, Service Content). Your use of and access to the Service does not grant or transfer any rights, title or interest to you in relation to the Service Content.
    3. You may access the Service using a web browser or mobile device, and electronically copy and print hardcopy the Service Content solely for your personal, non-commercial use.
    4. You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer, or sell any Service Content or any other material in whatever form contained within the Service unless expressly stated otherwise in these Terms.

Third Party Links
The Service may contain links and other pointers to Internet websites or applications operated by third parties.  We do not control these linked websites and are not responsible for the contents of any linked website. Your access to any such website is entirely at your own risk. You should contact the relevant third-party directly to enquire as to the accuracy and completeness of that information prior to entering into a transaction in relation to the third-party products and services.


Disclaimer
To the fullest extent permitted by law, you agree and acknowledge that:
our Service is provided “as is” and “as available” and the entire risk arising out of your use of our Service remains solely with you;
we do not control, endorse and are not responsible for any User Content; 
we retain complete control over the Service and may alter, amend or cease the operation of the Service in our sole discretion; 
we make no warranty or representation that any result or objective can or will be achieved or attained by accessing the Service;  
if you are a Seller, we make no warranty or representation that any guaranteed or minimum volume of sales will be achieved through the Service;
we make no warranty or representation that the Service will be fit for purpose, continuous, uninterrupted, accurate, fault-free, virus-free, secure or accessible at all times; and 
we may remove any content, material and/or information, including any User Content, without giving any explanation or justification for removing the material and/or information. 


Exclusion and Limitation of Liability

  1. To the fullest extent permitted by law, we are not liable to you or to 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:
  • your use or inability to use the Service; 
  • if you are a Customer, your purchase of products from Sellers; 
  • if you are a Seller, your provision of products to Customers;
  • the User Content; 
  • any interactions between Users;
  • the conduct of other Users; 
  • any User breaching or failing to comply with any applicable laws; 
  • any User breaching or failing to comply with any applicable Seller terms and conditions; and
  • unauthorised creation, access or use of your personal information, User Account or your User Content, 

even if we have been advised of the possibility of such loss. 

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.
Pursuant to s64A of Schedule 2 of the Australian Consumer Law, this clause 12(c) applies in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Our liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by s51 to s53 of the Australian Consumer Law) is limited at our option to:
  • the re-supply of the services or products; or
  • the payment of the direct cost of having the services or products resupplied.

Privacy
We will collect, use and disclose any personal information you provide us when accessing or using the Platform in accordance with our Privacy Policy. For more information on our information collection and handling practices, please view our Privacy Policy.


Indemnity

    1. 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 Platform, User Content, your breach of the Terms or any rights of third parties, except to the extent we directly caused or contributed to the loss, damage, liability, claim or expense.
    2. 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.
Termination
    1. Both we and our Users have a right to terminate this Agreement at any time. 
    2. Customers may terminate this Agreement by closing their Account via the My Account tab. Termination will be effective upon our receipt of the account closure, following which, we will disable the Customer’s profile as soon as practicable. 
    3. Seller’s may terminate this Agreement by giving not less than 5 business days written notice to hello@prizedlife.com. Upon receipt of the notice, we will remove the Seller’s listings from the marketplace and cancel the Seller’s subscription, effective at the end of the current month of the subscription.
    4. The subscription fees are non-refundable. If the Seller terminates this Agreement with less than 5 days remaining to the end of the calendar month, then the Seller acknowledges and agrees that the subscription cancellation will take effect from the end of the following calendar month. 
    5. Any proceeds from sales made prior to the termination of the Agreement will be remitted in accordance with the ordinary procedures as set out at clause 10.
    6. Users shall remain obligated to complete any outstanding payment for any Service Fee or purchase cost incurred before the Agreement termination date.
    7. We reserve the right to:
  • cease operating the Service, without notice and for any reason; and/or 
  • terminate our relationship with you without notice and with immediate effect if you, in any way, breach the Terms.
  • If one of the events described in clause 22(g) occurs, then:
  • you will not have any access to the Service, your Account or User Content; and  
  • we will not be liable for any costs, losses or damages arising as a result of terminating your access to the Service.
Dispute Resolution
    1. We reserve the right, but have no obligation, to monitor disputes between Users.
    2. Where a Customer makes a complaint about a Seller or a product, this will be handled in accordance with our procedures as set out in clause 14(b).
    3. If a dispute arises out of or relates to these Terms or the Agreement as between us and a User, either party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (Dispute) unless it has complied with this clause 23. 
    4. A party claiming that a Dispute has arisen must notify the other party to the Dispute in writing, giving details of the Dispute.
    5. During the 15 Business Day period after notice is given (or any longer period agreed in writing by the parties to the Dispute) (Initial Period) each party to the Dispute must cooperate and take all reasonable steps necessary to resolve the Dispute.
    6. Mediation:
  • If the parties are unable to resolve the Dispute within the Initial Period, each party agrees that the Dispute must be referred for mediation to a mediator agreed on by the parties.
  • If the parties are unable to agree on a mediator within 7 days after the end of the Initial Period, then the parties must submit the dispute for mediation through the Law Society of Western Australia and have the President of the Law Society appoint a Mediator and set the matter for mediation.
  • 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.
  • Each party must pay its own costs of complying with this clause 23. The parties must pay equally the costs of any mediator engaged.
  • The mediation will be held in Western Australia, Australia.
  • After the Initial Period, a party that has complied with this section may terminate the dispute resolution process by giving notice in writing to each other party. A party to a Dispute 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 Business Days after commencement of dispute resolution.
  • 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.

No Waiver
No waiver of rights under this Agreement shall constitute a subsequent waiver of this or any other right under this agreement. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.


Severability 
If any provision of our 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.


Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Western Australia, Australia. You submit to the non-exclusive jurisdiction of the Courts of Western Australia and Courts of Appeal from them for determining any dispute concerning these Terms.


Feedback and Contact
Your feedback is important to us and our community. We welcome and encourage you to provide feedback, reviews, comments and suggestions for improvements to the marketplace and our Service (Feedback). You may submit Feedback by contacting us at hello@prizedlife.com.


© 2021 Prized Life. ALL RIGHTS RESERVED.
Terms last updated 07/10/2021.

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