Business Terms & Conditions
These standard terms and conditions (Terms) apply to all marketing, advertising and associated services provided by Shweta Mahajan ABN 35 643 489 783 trading us ‘Step Up Together’ (us/we/our). By providing us with your Listing Information and requesting Onboarding to our Platform, you offer to engage us to provide the Services to you. If we accept your offer, we will enter into a legal agreement with you pursuant to these Terms.
- ENGAGEMENT AND CONSIDERATION
- Upon our acceptance of your Listing Information, we will provide you with the Services subject to, and in accordance with, the Terms.
- In consideration of our promise to provide the Services, you agree to pay us the Service Fee and any other amount charged by us pursuant to the Terms.
- SUBMISSION OF LISTING INFORMATION TO US
- You may request provision of Services by providing us with your Listing Information and requesting Onboarding of the Business.
- You grant us a worldwide, royalty-free, non-exclusive, irrevocable licence to publish, and to sub-licence the publication of, the Listing Information to the Website, Platform and via any other media we reasonably determine.
- We will have no obligations to you until we confirm acceptance of your Listing Information.
- Listing Information will not be accepted by us unless and until it complies with the Listing Requirements.
- All contact details for you in the Listing Information must contain the full name and street address of your Business, and post office box and email addresses alone are insufficient for the purposes of this sub-clause.
- Despite any assistance we may provide to you in provision of the Listing Information to us, including by us preparing the Listing Information based on information you provide and/or which we otherwise obtain through publicly available information about your Business, you remain responsible for the accuracy of the Listing Information and no such assistance by us shall be an offer by us to provide you with the Services.
- PROVISION OF SERVICES
- We will use reasonable endeavours to Onboard your Business to the Website within 7 days of receiving your Listing Information that meets the Listing Requirements.
- If we request it, and provide you with access to a copy of it, you must promptly check any Listing for your Business and notify Us of any errors as soon as reasonably practicable.
- We do not accept responsibility for any errors in, or in relation to, any Listing Information submitted by you or your agent or which we prepare on your behalf or for any Listing that is presented to you for checking.
- Except in accordance with clause 9, we will not be liable for any costs, expenses, losses or damages incurred by you arising from any failure by us to publish the Listing of your Business.
- We reserve the right to refuse to publish any Listing, or to withdraw from publication any Listing, at any time, and for any reason, and we shall not be required to provide you with any reason(s) for any decision we make in this regard.
- SALE AND REDEMPTION OF VOUCHERS
- You grant to us an irrevocable licence and authority to sell to Account Holders, as your agent, the Vouchers for the Voucher Sale Price up to the Voucher Limit.
- You must redeem, or otherwise accept as payment, all Vouchers presented to you up to the Voucher Limit, during the Redemption Period, pursuant to the Voucher Terms.
- Unless the Voucher Terms indicate otherwise, Vouchers must be redeemable in such multiple transactions as the holder of the Voucher reasonably requires. Where single-use redemption is indicated as a Voucher Term, you must offer a subsequent redemption opportunity, or value exchange, if you are unable to redeem the Voucher for its full value as and when first requested by the Voucher holder.
- You agree that we will not be liable to redeem any Voucher or to provide any Voucher Product.
- You remain wholly and solely responsible for redeeming any Voucher and for providing the Voucher Product and any associated customer service, and for complying with any Voucher Terms and any and all laws relating to the supply of the Voucher Product.
- You agree that:
- if any holder of a Voucher communicates dissatisfaction associated with or concerning the Voucher, the Business, and/or the Voucher Product, we may refer the holder to you and you will use your best endeavours to resolve the dissatisfaction as soon as reasonably practicable and then communicate the agreed resolution to us; and
- if we are required by law to refund any amount(s) to Account Holders in respect of any Vouchers, you will indemnify us for any such refund amount(s) and you hereby authorise us to withhold such amount(s) from any Voucher Proceeds otherwise owing to you.
- VOUCHER PROCEEDS AND SERVICE FEE
- Subject to, and in accordance with, these Terms, we will receive and hold the Voucher Proceeds as your agent.
- We will charge you the Service Fee and other amounts chargeable in accordance with these Terms each month during the Listing Period.
- You authorise us to deduct from the Voucher Proceeds the Service Fee and any other amount we charge you, or which we are entitled to withhold, pursuant to these Terms or otherwise by law including, without limitation, GST if it applies.
- We will pay to your Nominated Account, within 7 days of receipt by us, the balance of the Voucher Proceeds received by us that remains after we have deducted all amounts pursuant to these Terms.
- We will issue to you an invoice in respect of the Service Fee and any other amounts charged by us pursuant to the Agreement.
- We will not be liable to pay to you any interest on the Voucher Proceeds.
- We reserve the right to change the change the Subscription Fee and/or Processing Fee at any time upon not less than 7 days prior notice which may be given by us via the Website.
- Our rights arising pursuant to this clause 5 are in addition to any other of our rights and remedies to which we may be entitled, arising at law or in equity.
- GOODS AND SERVICES TAX
- All amounts expressed in the Agreement are exclusive of GST unless otherwise stated.
- We may charge you, in addition to the Service Fee, an amount equal to any GST that is payable by us in connection with provision of the Services.
- You are responsible for determining the GST treatment of the Voucher Proceeds, Voucher Product and any other supply under or in connection with this Agreement, and it is your responsibility to collect, report and remit the correct GST, for which you remain liable, to the tax authority.
- Notwithstanding any clause to the contrary, and unless otherwise agreed in writing, you hereby acknowledge and agree that the Voucher Proceeds are inclusive of any applicable GST that you may charge on the supply of any Voucher Product for which the Voucher is redeemed.
- CANCELLATION OF LISTING
- Subject to this clause, you may by notice in writing request cancellation of the Listing.
- As soon as reasonably practicable following our receipt of your cancellation request, we will use our best endeavours to remove, and will cease the further publication and promotion of, the Listing, whereupon our obligation to provide Services to you shall be at an end.
- Cancellation does not limit our right to charge the Service Fee for the month in which cancellation is received by us, for which you remain liable.
- If you do not approve a Listing that is in accordance with the Listing Information or request cancellation before the commencement of the Listing Period, you must pay to us the Cancellation Fee.
- You warrant to us that, in supplying the Voucher Product, You will:
- exercise a reasonable degree of skill, care and diligence having regard to the nature of the Voucher Product;
- make the Voucher Product available in accordance with any Voucher Terms including, if applicable, any discounts or special offers indicated to be available;
- comply with all and any laws to which you are subject, including but not limited to the holding of any permits, authorisations, registrations and being registered with any tax authority that is required; and
- not make the Voucher Product available to the holder of a Voucher only at a higher price that than at which it would be available to a purchaser not using a Voucher, or impose any additional fees or charges associated with redemption/use of the Voucher.
- You warrant to us that the Listing and the publication of it by us does not breach or infringe:
- the Competition and Consumer Act 2010 (Cth) or any equivalent legislation of an Australian State or Territory;
- any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
- any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
- State or Commonwealth anti-discrimination legislation;
- the Privacy Act 1988 (Cth) or any equivalent legislation of an Australian State or Territory;
- any financial services law as defined in the Corporations Act 2001(Cth); or
- any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth or any Australian State or Territory).
- You warrant that if the Listing Information contains the name or photographic or pictorial representation of any living person and/or any copy by which any living person can be identified, you have obtained the authority of that person to make use of his/her name or representation or the copy.
- If you are a corporation and the Listing contains the price for consumer goods or services, you warrant that the Listing complies with Division 4 of Part 3-1 of Schedule 2 of the Competition and Consumer Act 2010 (Cth) and therefore contains, as a single price, the minimum total price the consumer must pay to acquire the Voucher or Voucher Product to the extent quantifiable at the time of publication of the Listing.
- If the Listing promotes a competition or trade promotion, you warrant that it has obtained all relevant permits and authorisations for the competition or promotion and you indemnify us against any claim or liability incurred by us in connection with the competition or promotion.
- You warrant to us that you have the right and authority to grant us the licence referred to at 2.2.
- You warrant to us that, in supplying the Voucher Product, You will:
- LIMITATION OF LIABILITY
- You acknowledge that you have not relied on any advice given, or representation made, by or on behalf of us whatsoever in connection with the Listing or the publication of it.
- We exclude from the Agreement all implied conditions and warranties to the extent permitted by law.
- Subject to this clause 9, and to the extent permitted by law, we and our officers, employees, contractors or agents accept no liability arising out of the performance or non-performance of the Services or otherwise by virtue of the Agreement, whether arising at law, in equity or by virtue of any statute, except to the extent that the liability arises solely from the gross negligence of us, our officers, employees, contractors or agents, in which case our liability shall be limited to:
- the cost of supplying the Services again; or
- the payment of the cost of having the Services supplied again.
- Without limitation, we will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.
- Nothing in this clause 9 shall be read or applied so as to purport to exclude, restrict or modify, or have the effect of excluding, restricting or modifying, the application of all or any of the provisions of the Competition and Consumer Act 2010 (Cth) or any relevant State Act or Territorial Ordinance which by law cannot be excluded, restricted or modified.
- We will not be liable for any delay or failure to publish a Listing that is caused by a factor outside our reasonable control (including but not limited to any act of god, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).
- You indemnify us and our officers, employees, contractors and agents against any costs, expenses, losses, damages and liability suffered or incurred by us and our officers, employees, contractors and agents arising from the breach of the Agreement by you (or your agent) and any negligent or unlawful act or omission of you in connection with, or in any way related to, the Listing, the Business and/or your supply of any Voucher Product.
- DISPUTE RESOLUTION
- If a dispute arises out of, or relates to, this Agreement, and subject to clause 10.2, we and you agree to take all reasonable steps to resolve the dispute first through Appropriate Dispute Resolution unless and until otherwise agreed in writing.
- Nothing in this clause prevents:
- us seeking to recover from you any amounts charged by us pursuant to these Terms and which remain outstanding; or
- a party seeking orders it considered to be urgent.
- Either us or you may terminate the Agreement for any reason on giving the other party not less than 7 days’ notice in writing.
- We may terminate the Agreement immediately if:
- you breach an essential term of this Agreement;
- your Business is ceases to trade or is brought into disrepute; or
- without limitation, we reasonably believe that your Business and/or provision of any Voucher Product is or may be contrary to law.
- For the avoidance of doubt, termination of this Agreement does not affect your obligation to redeem any Voucher issued by us in accordance with this Agreement, which obligation survives termination.
- A waiver by us of, or failure by us to enforce, a right arising under the Agreement does not affect any other of our rights, whether arising under the Agreement or otherwise.
- If any clause of the Agreement is invalid or unenforceable in any jurisdiction it is to be read down for the purposes of that jurisdiction so as to enable it to be valid and enforceable and otherwise, and to the extent of any invalidity, shall be severed without effecting, to the extent possible, the validity and enforceability of the remaining clauses of the Agreement.
- The Agreement contains the entire agreement between us and you with respect to its subject matter and supersedes all prior communications, arrangements, conduct and/or agreements.
- The Agreement shall be governed by, and construed in accordance with, the laws for the time being in force in the state of Victoria and us and you submit to the non-exclusive jurisdiction of the courts of that State and courts of appeal therefrom.
- Unless otherwise stated in the Agreement, any clause which expressly, or by implication from its nature, is intended to continue, will survive the expiration or termination of the Agreement.
- We reserve all our rights to the extent that they are not reserved by the Agreement.
- In the Agreement, unless the context otherwise requires:
Account means an account created by us which may be accessible via the Website and through which an Account Holder may submit an order for the purchase of Vouchers;
Account Holder means a person in relation to whom we have created an Account or to whom we have otherwise sold a Voucher via the Website;
Agreement means the agreement between us and you pursuant to these Terms includes the Listing Information;
Appropriate Dispute Resolution has the meaning defined in the Civil Procedure Act 2010 (Vic);
Business means the business owned and/or lawfully operated by you which is described in the Listing Information and in relation to which you request Onboarding;
Cancellation Fee means the amount described as such on the Website or, where no amount is stated, $50.00;
GST has the meaning defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Listing means the information concerning the Business which we publish, or intend to publish, to the Website or Platform;
Listing Information means the information supplied by you via the Website or such other means acceptable to us and by which you request Onboarding of the Business to the Website and/or Platform;
Listing Period means the period during which the Listing is active on any Platform;
Listing Requirements means:
- a current and lawfully trading Business located in Australia;
- if you are required by law to hold one, a current ABN for the Business entity;
- provision of all Listing Information indicated as mandatory; and
- such other requirements as we may publish to the Website from time to time.
Nominated Account means your bank account the details of which you provide to us in the Listing Information or which you otherwise update to us in writing from time to time;
Onboarding means the process by which we publish and promote the Business on the Website and/or Platform;
Onboarding Plan means the particular description of Services you select and request that we make available to you from time to time as may be described at https://stepup2gether.com/pages/business-onboarding-plans;
Platform means such online platform(s) as we may determine from time to time and may include Facebook and/or Instagram;
Processing Fee means the payment processing fees as indicated at https://stepup2gether.com/pages/business-onboarding-plans or as otherwise agreed between us and you in writing from time to time;
Redemption Period means the period during which the Voucher can be redeemed and/or otherwise used for payment and, unless such a limit is described in the Listing Information and is stated to be a Voucher Term, means any period during which the Business is operated by you as a going concern;
Services means the provision of marketing, advertising and promotional services by us which shall include, but may not be limited to, operation of the Website, the Listing of the Business on the Website and the Platform, and the sale of Vouchers;
Service Fee means the aggregate of the Subscription Fee and Processing Fee;
Subscription Fee means the subscription fee that is appropriate to the Onboarding Plan as indicated at https://stepup2gether.com/pages/business-onboarding-plans or as otherwise agreed between us and you in writing from time to time;
Voucher means a right in the form of a credit recognised by you and which can be used to offset against, by redemption or otherwise, any payment due to you in respect of any Voucher Product, and Vouchers has a corresponding meaning;
Voucher Limit means the maximum number of Vouchers indicated by you in the Listing Information, if any;
Voucher Proceeds means the aggregate amount received by us from the sale of Vouchers in respect of the Business;
Voucher Product means the product(s) or service(s) provided by you in the course of the Business and for which the Voucher may be redeemed or used as payment (or part thereof) and which are described in the Listing Information, including as ‘product or services brief’;
Voucher Sale Price means the amount(s) selected by you in the Listing Information which, for the avoidance of doubt, may include (if selected) any amount up to and including a maximum amount of $250.00;
Voucher Terms includes the Redemption Period and any other term and condition stated or referred to in the Listing Information;
Website means the site located at https://stepup2gether.com and/or such other site(s) as we may determine, and notify to you, from time to time;
you / yours means the person/entity described as the owner or operator of the Business in the Listing Information.