Terms of Service

These Terms of Service (Terms) govern your access to and use of the Yiwu Market Australia platform (the Platform) operated by [COMPANY LEGAL NAME] (ABN [ABN]) (we, us or our). By creating an account or using the Platform you agree to these Terms. If you do not agree, you must not use the Platform.

1. Definitions

• Supplier — an organisation that lists products for wholesale on the Platform.
• Retailer — an organisation that browses the catalogue and places orders.
• Order — a request to purchase products submitted through the Platform.
• Content — any information, listings, documents or materials uploaded to the Platform.

2. The Platform and our role

The Platform is a business-to-business marketplace that facilitates wholesale transactions between Suppliers and Retailers. Unless we expressly state otherwise, we act as an intermediary that provides the marketplace; we are not the buyer or seller of products listed by Suppliers, and the contract for the supply of products is between the Supplier and the Retailer.

3. Eligibility and accounts

The Platform is intended for use by businesses and their authorised personnel. You must provide accurate, current and complete information when registering and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us promptly of any unauthorised use. We may suspend or restrict accounts and organisations, including organisations marked as suspended, in accordance with these Terms.

4. Supplier obligations

• provide accurate, lawful and non-misleading product listings and pricing;
• ensure products comply with applicable Australian standards, safety requirements and import or export laws;
• provide and maintain valid compliance documents and product certifications, and keep them current; and
• fulfil confirmed orders in accordance with the agreed terms.

5. Retailer obligations

• provide accurate business and delivery information;
• comply with minimum order quantities (MOQs) and other listing conditions; and
• pay for confirmed orders in accordance with these Terms.

6. Orders

Orders progress through defined statuses (for example, draft, submitted, confirmed, fulfilled or cancelled). Submitting an Order does not by itself create a binding contract; a contract for supply is formed when the Order is confirmed in accordance with the Platform process. We may decline, hold or cancel Orders where required for compliance, security or legal reasons.

7. Pricing, GST and payment

Prices are displayed in Australian dollars (AUD) unless stated otherwise. Where applicable, Goods and Services Tax (GST) is calculated and applied in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Payments are processed by our third-party payment provider (Stripe) and are subject to that provider's terms. You authorise us and our payment provider to charge the applicable amounts for your Orders.

8. Intellectual property

The Platform, including its design, software and branding, is owned by us or our licensors and is protected by law. We grant you a limited, non-exclusive, non-transferable licence to use the Platform for its intended business purpose. You retain ownership of Content you upload and grant us a licence to host, display and process that Content as necessary to operate the Platform.

9. Acceptable use

You must not:

• use the Platform for any unlawful, fraudulent or misleading purpose;
• list prohibited, unsafe or non-compliant goods;
• interfere with the security or operation of the Platform, or attempt unauthorised access; or
• infringe the rights of any other person or organisation.

10. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that you may have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or other law that cannot lawfully be excluded. Where our liability for a failure to comply with a non-excludable guarantee can be limited, our liability is limited to the extent permitted by law.

11. Disclaimers and limitation of liability

To the maximum extent permitted by law, the Platform is provided on an "as is" and "as available" basis, and we do not warrant that it will be uninterrupted or error-free. To the maximum extent permitted by law, and subject to clause 10, we are not liable for indirect, incidental or consequential loss, and our total liability arising from or in connection with the Platform is limited to the amount of fees (if any) paid by you to us in the twelve months preceding the relevant claim.

12. Indemnity

You agree to indemnify us against claims, losses and costs arising from your breach of these Terms, your Content, or your products and dealings with other Platform participants, except to the extent caused by our own negligence or breach.

13. Suspension and termination

We may suspend or terminate your access to the Platform if you breach these Terms, or where reasonably necessary for security, compliance or legal reasons. You may stop using the Platform at any time. Provisions that by their nature should survive termination will continue to apply.

14. Privacy

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

15. Governing law

These Terms are governed by the laws of [GOVERNING LAW STATE], Australia, and you submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

16. Changes to these Terms

We may update these Terms from time to time. The current version will always be available on the Platform, and your continued use after changes take effect constitutes acceptance of the updated Terms.

17. Contact us

• [COMPANY LEGAL NAME]
• Email: [CONTACT EMAIL]
• Address: [REGISTERED ADDRESS]