Terms of Service

1. Introduction

1.1 Who we are

Hello, we are Sisters Holdings Pty Ltd ACN 660 615 734, a company incorporated and registered in Tasmania, Australia trading as Repoze (we, our, us, Repoze). We are the owner and provider of the services offered on repoze.com.au (Repoze Website), including the online marketplace platform (Platform), and services that we may provide now or in the future via the Repoze Website (collectively, the Services).

1.2 These Terms

(a) These Terms are general terms which govern your relationship with us as a user of the Services (User). Additional terms may apply to you as a User depending on if you have registered as a Buyer, Seller or Hub User.

(b) By registering an account with us and/or using our Services, you will be deemed to have understood and accepted these Terms, which form a binding agreement between you and us.

(c) If you are under 18 years of age or legally a minor in your relevant location, you represent that your legal guardian has reviewed and agreed to these Terms. If you do not get your parent or guardian to read and agree to these Terms, you are not allowed to use any of the Services.

(d) For each Hub User, you warrant that you are authorised by your Organisation to access and receive the Services and to accept these Terms on behalf of your Organisation and that you will also abide by these Terms in accessing and using the Services.

1.3 Other applicable terms

(a) Our Privacy Policy, which sets out: (a) the terms on which we hold, use or disclose any personal information we collect from you, or that you provide to us; and (b) information about the use of cookies, will also apply to your use of our Services. By using our Services, you consent to such use and you warrant that all information provided by you is accurate.

(b) You also agree to abide by and use the Services in accordance with any notifications, instructions, additional terms and policies featured on the Repoze Website or provided by us to you from time to time.

1.4 Changes to these Terms

(a) We may revise these Terms at any time by providing at least 7 days' notice to Users by email and the amended Terms will only become effective following that notice period. If you disagree with the revised Terms, you may elect to terminate your agreement with Repoze. If you do not do so before the date the revised Terms become effective, your continued access to or use of the Services will constitute acceptance of the revised Terms.

(b) The Terms will also be updated on the Repoze Website from the time that they become effective. Please check the Repoze Website from time to time to take notice of any changes we make, as they are binding on you.

(c) Clauses 1.4(a) and 1.4(b) do not apply to amended Terms which only address new functions of the Services or which do not impose any additional burdens or obligations on the Users. Such amended Terms will be effective immediately.

2. Scope of Services

2.1 Provider of the Platform

(a) Repoze provides Users with access to and use of the Platform to enable:

(i) a Seller and a Buyer to connect for the Seller to sell the Goods and the Buyer to buy the Goods; and
(ii) a Hub User to create a Hub on the Platform being a visual marketplace community of Users with connections to its Organisation.

(b) As the provider of the Platform, Repoze does not offer, provide, request, submit, or control the sale of any Goods. Users alone are responsible for the sale or purchase of the Goods.

2.2 Relationship between the Users of the Platform

(a) When a Seller sells Goods to a Buyer via the Platform, they are entering into a contract directly with each other in respect of the sale and purchase of the Goods. Repoze is not, and does not become, a party to or other participant in any contractual relationship between Users for the sale of the Goods in any capacity. You agree that any agreement between you and another User will not contain any terms that are inconsistent with these Terms and that you are solely responsible for enforcing any rights that you may have under such an agreement.

(b) It is acknowledged and agreed that:

(i) the Goods are supplied to the Buyers by the Sellers and not Repoze;
(ii) the Sellers are responsible and liable for the supply of the Goods;
(iii) Repoze is not responsible or liable for, and has no input into or control over, the supply (or non-supply) of the Goods; and
(iv) Repoze is not responsible or liable for a Buyer's use of the Goods; and
(v) to the extent permitted by law, any claim a Buyer may have in relation to the Goods is as between the Buyer and the relevant Seller and not Repoze.

2.3 Hubs on the Platform

(a) Users may join Hubs on the Platform to list or find relevant Goods (e.g. uniforms and gear) that are relevant to that Hub.

(b) The Sellers may tag the relevant Hub in their Listings to promote the sale of the Goods.

3. Your obligations

3.1 Registration

(a) You agree that you will provide truthful and accurate information in the online registration form.

(b) If you are a Seller or a Hub User, you must:

(i) create an account with Stripe (if not done already); and
(ii) agree with the Stripe Services Agreement and provide all required information for Stripe to verify your identity.

(c) If you are a Hub User or a business Seller, you are also required to provide additional information as requested on the Repoze Website before Repoze approves you to be a Hub User or a Seller to the Platform.

(d) If you are a parent who is creating an account for your child/children, you agree that you will provide truthful and accurate information about your child/children in the online registration form.

(e) You may not register if you are already registered or if you were previously a registered User and we cancelled your account as a result of you being in breach of these Terms.

(f) You are responsible for maintaining the confidentiality of your password and account information, and you are solely responsible for all activities that occur under your password or account and for any access to or use of the Services by you or any person or entity using your password, whether or not such access or use has been authorised by you.

(g) You must immediately notify us of any unauthorised use of your password or account or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your username and/or password contrary to these Terms.

(h) You are responsible for ensuring that the information we hold about you is up to date. Please update your online profile as appropriate from time to time or contact us if you require assistance.

(i) Please refer to our Privacy Policy for further explanation as to how we use the personal information we collect from you.

3.2 Your responsibilities

(a) You are responsible for making all IT arrangements necessary to use the Services.

(b) You may use our Services only for lawful purposes. In particular, but without limitation, you may not use the Services:

(i) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(ii) to send, or procure the sending of, any unsolicited or unauthorised electronic communication, advertising or promotional material or any other form of similar solicitation or spam; or
(iii) to knowingly transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Services or any computer software or hardware.

(i) not copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute or attempt to do so, all or any portion of the Platform, or any other Services (or any content within it) in any form or media or by any means;
(ii) not access all or any part of the Platform, or any other Services (or any content within it) in order to build product(s) or provide services that compete with the Platform or Repoze's business; and
(iii) not interfere with, damage or disrupt: (A) any part of the Services; (B) any equipment or network on which the Services are stored; (C) any software used in the provision of the Services; or (D) any equipment or network or software owned or used by any third party.

3.3 Uploaded Content and contact with other Users

(a) The content of all communication by Users taking place via the Platform, and any information, documents or content uploaded to and/or transmitted via the Platform by Users (Communication), must:

(i) comply with applicable law;
(ii) not infringe any copyright, database right or trade mark of any other person;
(iii) not be likely to mislead or deceive any person; and
(iv) not be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

(b) You grant us a non-exclusive, royalty-free, worldwide, perpetual licence to host, copy, store and make available such Communication.

(c) You warrant that any Communication complies with clause 3.3(a), and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of such warranty. We will not be responsible for, nor liable to any third party, in respect of the content of any Communication.

(d) You acknowledge that:

(i) you are responsible for your interactions with other Users;
(ii) we make no representations or warranties as to the conduct of other Users; and
(iii) we shall not be in any way liable for the conduct of any other Users.

3.4 Seller's obligations

(a) You must:

(i) provide accurate and comprehensive information in all Listings;
(ii) ensure that shipping is available for all Goods (other than for oversized or bulky Goods) and must specify the Shipping Fee in all Listings;
(iii) clearly describe any defects or deficiencies in the Goods which are the subject of your Listings and ensure any such defects or deficiencies are not otherwise disguised or overlooked in the Listing;
(iv) if you use our AI Functions to automatically generate a Listing based on the image of the Goods uploaded on the Platform, ensure that the AI-generated information complies with clauses 3.4(a)(i) and 3.4(a)(iii);
(v) ensure that the Goods are fit for purpose and of acceptable quality; and
(vi) immediately remove the Listing if the Goods are no longer available.

(b) You warrant that you are the sole beneficial owner of the Goods, with title lawfully obtained, free from any security interests, finance or other encumbrances.

(c) You acknowledge that the price estimate generated by our AI Function for the Goods is a suggestion only and you are responsible for confirming or amending the initial sale price of the Goods in your Listing.

3.5 Buyer's obligations

(a) You acknowledge that the Goods are pre-owned and you have satisfied yourself as to the quality and nature of the Goods (including any defects) before agreeing to purchase the Goods.

(b) You must:

(i) carefully read the description of your chosen Goods in the Listing and satisfy yourself that the Goods will meet your requirement before agreeing to purchase the Goods; and
(ii) make payments in accordance with clause 7.1 upon your agreement to purchase the Goods.

4. Repoze's obligations

4.1 Availability of the Services

To the maximum extent permitted by law, our Services are provided on an "as is" basis without any warranties of any kind. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Services or that the Services will be secure, uninterrupted or free of defects.

4.2 Updates and modifications

(a) We may from time to time and without any requirement of any action on your part, as part of the Services:

(i) implement updates to the Services which may be implemented automatically; or
(ii) make modifications to the Services or particular components of the Services including to add or remove features and functionality from time to time.

(b) Your access to the Services may be suspended or restricted occasionally to allow for such maintenance, repairs, upgrades, or the introduction of new facilities or services. We will always try to limit the frequency and duration of any planned disruption but we will not be liable to you if for any reason a Service is unavailable at any time or for any period.

4.3 Computer viruses

(a) We will use reasonable endeavours to ensure that no part of our Services will contain or spread any viruses or other malicious code. However, we recommend that you ensure that computers and other devices used to access the Services run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from our Services and regularly check for the presence of viruses and other malicious code.

(b) We will not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any content from it, or from any website linked to it.

5. Purchase of Goods

5.1 Buy now

A Buyer may purchase Goods at the price advertised in the Listing by clicking on the "BUY NOW" button. By purchasing the Goods using the "BUY NOW" function, the sale of the Goods is final and you must make payment for the Goods in accordance with clause 7.1.

5.2 Negotiation of Sale Price

(a) A Buyer may make an offer to purchase the Goods at a price less than the price advertised in the Listing by clicking the "MAKE AN OFFER" button, in which case the Buyer and Seller may negotiate a price for the Goods.

(b) If the parties have negotiated and agreed on a Sale Price under clause 5.2(a) (Agreed Sale Price), the Buyer must confirm its purchase within 24 hours by making payment for the Goods in accordance with clause 7.1. If the Buyer does not make payment for the Goods within this time frame, the Agreed Sale Price automatically expires.

(c) The Seller is under no obligation to reserve the Goods during this period and is free to sell the Goods to another Hub User until such time the Buyer makes payment for the Goods.

6. Delivery of Goods

6.1 Delivery in person

(a) A Buyer and Seller may arrange for the Goods to be delivered in person. If a Buyer and a Seller agree to deliver the Goods in person, the parties may communicate the handover details via the Platform. For the avoidance of doubt, if the Buyer fails to collect their Goods in accordance with this clause 6.1(a), the Seller is entitled to retain the proceeds of sale.

(b) To ensure safety, the parties are encouraged to select a public place to meet during daylight hours instead of meeting at one party's house.

6.2 Shipping

(a) If the Buyer and the Seller agree for the Goods to be delivered via courier, post or other delivery service nominated by the Seller, the Buyer agrees to pay the Shipping Fee on top of the Sale Price for the Seller's shipping costs.

(b) After the Buyer has successfully made the payment in accordance with clause 7.1, the Seller is responsible for packing and shipping items to the Buyer and must dispatch the Goods to the Buyer's nominated address within 3 days from the date of purchase.

(c) Once the Goods have been dispatched in accordance with clause 6.2(b), the Seller must immediately enter the Tracking Number on the Platform.

6.3 Automatic cancellation

If the Goods are not shipped by the Seller within 10 days after the date of purchase, the order will be cancelled and any payment made by the Buyer (including the Service Fee paid by the Buyer) will be refunded to the Buyer. For the avoidance of doubt, no Service Fee will be payable by the Seller or Buyer if the sale is cancelled pursuant to this clause.

6.4 Oversized Goods

The Platform will notify you if the Goods being sold in a Listing is identified as an oversized or bulky item. Oversized or bulky Goods must be delivered in person unless the Seller elects to offer shipping as a delivery option. If a Seller offers shipping for oversized or bulky Goods, it must specify the Shipping Fee in the Listing and the provisions of clause 6.2 will apply.

7. Fees and payment terms

7.1 Fees payable by a Buyer

(a) By agreeing to purchase the Goods as a Buyer, you must pay:

(i) the Service Fee payable to us for our Services (which will be included in the total amount payable at checkout); and
(ii) the price of your chosen Goods and any applicable Shipping Fees as set out in the Listing.

(b) You must make payment by using Stripe on our Platform. We will direct Stripe to settle the funds in accordance with these Terms.

7.2 Fees payable by a Seller

We will not charge you any Service Fee for creating a Listing on the Platform. By offering the Goods for sale on our Platform as a Seller, you agree to pay the Service Fee to us for our Services if your Goods are sold. You agree that the Service Fee payable by you will be deducted from the Total Price paid by the Buyer. We will direct Stripe to deduct the Service Fee from any amount payable to you prior to Stripe making payment to you in accordance with clause 7.4.

7.3 No Off-platform Transaction

You are strictly prohibited from requesting, making or accepting payment for the Goods in any other way other than on the Platform (Off-platform Transaction). You further acknowledge that any Off-platform Transaction (or attempt to do so) is a serious breach of these Terms and may result in us suspending or terminating your access to the Services in accordance with clause 12.

7.4 Timing of fund release

(a) We will direct Stripe to hold the payment made by the Buyer for the Goods and only release the payment to the Seller when:

(i) for Goods delivered in person:
- (A) the Buyer clicks the "I've received my Purchase" button to confirm they have received the Goods from the Seller via the Platform; or
- (B) automatically by Stripe 7 days after the date the Seller confirms the Goods have been delivered to the Buyer;
(ii) for Goods delivered via courier, post or other delivery method nominated by the Seller:
- (A) once the Goods have been marked as delivered and the Buyer clicks the "I've received my Purchase" button to confirm they have received the Goods from the Seller via the Platform; or
- (B) automatically by Stripe 48 hours after the Goods are marked as delivered.

(b) The Buyer must inspect the Goods upon delivery and must raise a dispute within 48 hours of delivery if the Goods are not as described in the Listing. If a Buyer raises a dispute in relation to the Goods in accordance with this clause, all payments under clause 7.4(a) will be suspended pending resolution of the dispute.

7.5 Payment to Hub User by Seller

(a) You may choose to nominate part of your sale proceeds for the Goods to be transferred to a Hub User via Stripe directly.

(b) You acknowledge that you have voluntarily decided to nominate your chosen amount of the sale proceeds and transfer such amount to the chosen Hub User on the Platform. While the Platform enables you to do so, you further acknowledge that Repoze is not a fundraiser and did not directly or indirectly solicit or request you to transfer such amount to the relevant Hub User. It is an optional function for you to use on the Platform.

(c) You further acknowledge that Repoze is simply a platform provider and does not collect or hold such funds on behalf of the Hub Users and/or the relevant Organisations.

(d) The relevant Hub User and/or Organisation must ensure that it has complied with and will continue complying with all applicable fundraising laws under relevant jurisdictions if it is considered a fundraiser under such laws by receiving donations or a share of any sale proceeds from the Sellers.

7.6 Refund and return

(a) To the maximum extent permitted by law and subject to clause 10, as a Buyer you acknowledge that:

(i) our Services Fee is non-refundable after you have made payment via Stripe; and
(ii) the sale of the Goods is final and no refund will be provided by the Seller unless:
- (A) the relevant Goods were not shipped within 10 days after the payment is made by the Buyer, in which case clause 6.3 will apply;
- (B) the relevant Goods were not received and the loss was not covered by the relevant courier's terms and conditions; or
- (C) there is a material mismatch between the Goods received and the description in the relevant Listing.

For the avoidance of doubt, as a Buyer you acknowledge and agree that Repoze is not liable for and will not issue any refund on behalf of any Seller.

(b) As a Seller, you will be responsible and liable for any refund in the circumstances contemplated under clause 7.6(a)(ii). Repoze may facilitate the arrangement but is not obliged to do so. For the avoidance of doubt, Repoze will not issue any refund on behalf of any Seller.

8. Intellectual Property Rights

8.1 Repoze Content

You acknowledge that all Intellectual Property Rights in the Services and all materials provided by us as part of the Services including but not limited to text, graphics, photos, logos, button icons, images, trade marks, audio and audio visual clips, databases, data compilations, data and software (but excluding any content uploaded by Users) (together the Repoze Content) are (as between you and us) owned and controlled by or licensed to us. You may not copy, adapt, display, communicate to the public or otherwise use any Repoze Content except as enabled and permitted by us as part of the Services.

8.2 User Content

(a) We acknowledge that all the Intellectual Property Rights in our Services and the Repoze Content do not include the Intellectual Property Rights in the User Content.

(b) You agree that we may use the User Content to perform our obligations under these Terms.

(c) We will store and use the User Content in accordance with our Privacy Policy, which can be viewed on the Repoze Website.

9. Limitation of liability

9.1 Our limitation of liability

(a) Unless otherwise stated, Repoze is not the Seller or the supplier or manufacturer of Goods sold on the Platform.

(b) To the maximum extent permitted by law and subject to clause 10, you acknowledge and agree that:

(i) it is a condition of accessing the Services that we shall not be liable for any harmful effect that accessing the Services may have on you, and you agree that you access and use the Services entirely at your own risk; and
(ii) we make no representations, warranties or guarantees of any kind in respect of any Goods offered or supplied on the Platform, the Services or any content available through the Services and all conditions, warranties and representations express or implied are hereby excluded to the full extent permitted by law; and
(iii) we are not liable to you for any inaccuracies or misstatements made by a Seller in relation to the Goods contained in any Listing.

(c) Without limitation to the generality of the foregoing and to the maximum extent permitted by law, whether in contract, tort (including, without limitation, negligence), breach of statutory duty, or otherwise:

(i) we will not be liable to you for any loss or damage arising under or in connection with:
- (A) use of, or inability to use, the Services;
- (B) use of, or inability to use, the Goods;
- (C) defects in the Goods;
- (D) non-compliance of the Goods with applicable statutory guarantees;
- (E) use of or reliance on any Communication; or
- (F) the acts or omissions of any other User;
(ii) we will have no liability to you for any indirect or consequential losses of any kind or for any loss of revenue, profit, business opportunity, contracts, data or goodwill (whether direct or indirect) arising out of or in connection with these Terms, and/or the Services; and
(iii) our total liability to you in respect of any and all loss and/or damage arising out of or in connection with these Terms, and/or the Services, will be the Service Fee paid to Repoze for the use of the Platform in the 12 months preceding the last event giving rise to the liability and if that amount is less than $100, then $100.

(d) The liability of a party for loss or damage sustained by another will be reduced proportionately to the extent that such loss or damage has been caused by another party's failure to comply with its obligations and responsibilities under these Terms and to the extent that the negligence or other wrongful act or omission of the other party has contributed to such loss or damage, regardless of whether a claim is made by the other party for breach of contract or for negligence or under an indemnity.

9.2 Third party service providers

You acknowledge that the payment services and the delivery services are provided separately by our appointed service providers and we will not be liable for any losses or damages arising from the suspension, restriction or termination of your account with the third-party service providers for any reason. You are solely responsible for ensuring compliance with all applicable policies, terms of service, and guidelines of the relevant service providers.

9.3 Use of the AI Functions

The Platform includes the AI Functions which assist with generating text or other outputs in responses to the image uploaded by you. By using the AI Functions via the Platform, you agree and acknowledge that:

(a) the AI Functions carry certain risks, including factually untrue outputs, biased outputs, IP infringement, and privacy risks;

(b) the AI Functions are provided via third-party software, and Repoze is not responsible for the acts or omissions of any such third-party providers; and

(c) Repoze provides access to the AI Functions without any warranty of any kind and hereby disclaims all warranties, express or implied, regarding the AI Functions and your use thereof, including, without limitation, all warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Consumer Laws

(a) If you are a 'consumer' within the meaning of the Australian Consumer Law (which is set out under Schedule 2 of the Competition and Consumer Act 2010 (Cth)) (ACL), nothing in these Terms is intended to remove your rights under the ACL, including to statutory guarantees that may apply to the Services and anything else supplied by Repoze under these Terms. If Repoze is entitled to limit the remedies available to you for breach of such guarantees, we expressly limit our liability as set out below.

(b) You agree that Repoze's liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to any goods or services supplied under these Terms is limited to, at the option of Repoze, one or more of the following: (i) the replacement of the goods or services, or the supply of equivalent goods or services; or (ii) the payment of the cost of replacing the goods or of supplying the services again.

(c) If you are a Seller, you acknowledge that you may be subject to the Consumer Laws for the sale of the Goods on the Platform. Nothing in these Terms is intended to remove the Buyers' rights under the Consumer Laws.

11. Indemnity and release

11.1 Indemnity by you

To the extent permitted by law, you agree to indemnify, hold harmless and defend us from and against all third party claims, liabilities, damages, expenses and costs that we may suffer or incur as a result, whether directly or indirectly, of:

(a) any breach or alleged breach of these Terms or any other terms applicable to the Services by you;

(b) your use or misuse of the Goods;

(d) the infringement by you or any third party using your account of any intellectual property, privacy, or other right of any person or entity including in connection with your User Content;

(e) any defect in the Goods or non-compliance of the Goods with applicable statutory guarantees; or

(f) your breach or alleged breach of any agreement between you and any other Users.

11.2 Our rights

We reserve the right to assume the exclusive defences and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims.

11.3 User interaction and release

If you have a dispute with one or more Users, you release us from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes including any types of damages unless such a dispute is caused by Repoze's wilful breach of these Terms.

12. Termination, or suspension or removal of Listings

(a) Subject to any additional terms which are applicable to you, either you or Repoze may terminate your account and these Terms at any time for any reason.

(b) If we are of the view that your Listing does not comply with these Terms, or contains recalled or banned Goods or is otherwise unlawful in any way, we may in our absolute discretion terminate and/or remove any Listing at any time without notice to you.

(c) We may, in our sole discretion, terminate or temporarily suspend your password, account (or any part thereof) or use of the Services without notice if you are in breach of these Terms or if we believe in our reasonable discretion that your use of the Services is unsuitable in any way.

(d) Clauses 7 (Fees and payment terms), 9 (Limitation of liability), and 11 (Indemnity and release) and any other terms which by their nature should continue to apply, will survive any termination of these Terms.

13. Disputes

13.1 Issues with the Platform

If you have any issues with the Platform, please contact us through the Repoze Website directly.

13.2 Disputes with other Users

(a) Sellers are ultimately responsible for the Goods sold to the Buyers.

(b) The parties must use their best endeavours to resolve the dispute between themselves before raising a dispute to request Repoze to step in.

(c) If a dispute is escalated to Repoze, Repoze will attempt to help you resolve disputes in good faith. We will not make judgments regarding legal issues or claims. Users must comply with all timelines set by Repoze whilst we attempt to resolve your dispute. Where the funds are still held by Stripe for any reason and you as a Seller agree to issue a refund to the Buyer, you authorise us to instruct Stripe to hold funds and/or to issue a refund to the Buyer if it is permitted by the Stripe payment system.

14. General

14.1 Assignment

(a) We may assign, subcontract, or otherwise transfer any or all of our rights and obligations under these Terms by providing you with reasonable notice.

(b) You may not assign, subcontract or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.

14.2 Force majeure

Failure by us to perform any of our obligations under these Terms (or a delay in such performance) due to a Force Majeure Event, will not constitute a breach of these Terms. We will:

(a) promptly give you notice of the Force Majeure Event and an estimate of the non-performance and delay;

(b) take all reasonable steps to overcome the effects of the Force Majeure Event; and

provided that if a Force Majeure Event continues for a period of 30 days or more, you may terminate the Services with immediate effect by providing notice to us.

14.3 Governing law

You agree that these Terms are governed by the law of the State of Victoria, Australia and you consent to the courts of Victoria, Australia having exclusive jurisdiction over any disputes arising in respect of or in relation to these Terms and your use of the Services.

14.4 Legal relationship

We are engaged by you for the provision of the Services. No agency, partnership, joint venture, employee-employer or other similar relationship is created by these Terms.

14.5 Notice

Unless otherwise stated, any notices must be given by email to our email address as displayed on our Repoze Website or your email address as provided at registration. Any notice is deemed to be received 24 hours after the email is sent unless that email address is invalid or undeliverable.

14.6 Severance

If any provision or part of a provision of these Terms is held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction, such provision will be deemed severed from these Terms and the remainder of these Terms will remain in full force and effect.

14.7 Waiver

A waiver of any right under these Terms is only effective if it is in writing and signed by the party granting it.

15. Definitions

Other than the terms which have been defined elsewhere in these Terms, other capitalised terms have the following meanings:

AI Functions means the AI functions of the third-party AI software/applications which are included as part of the Platform.

Buyer means a User who uses the Platform to purchase Goods.

Consumer Laws means the ACL and any other applicable laws relating to consumer protection, fair trading or the sale of goods including any equivalent or corresponding legislation of a State or Territory.

Force Majeure Event means any unforeseeable event or occurrence which is beyond the reasonable control of the affected party, including strikes, failure of a utility service or transport or telecommunications or wireless network, natural disasters, acts of God, wars, terrorism, riots, civil commotion, malicious damage, pandemics, epidemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery.

Goods means preloved kids' items including but not limited to clothing, uniforms, sport gear, equipment and any other goods Repoze approves for sale on the Platform from time to time.

Hub means the hub account and/or the web page created by an Organisation via the Platform.

Hub User means an Organisation's authorised representative(s) (such as employees, contractors, agents, and representatives) who creates the Hub and uses the Platform on behalf of the Organisation.

Intellectual Property Rights means:

(a) all rights conferred by statute, common law or in equity and subsisting anywhere in the world in relation to:

(i) registered and unregistered copyright;
(ii) inventions (including patents, innovation patents and utility models);
(iii) registered and unregistered designs;
(iv) registered and unregistered trade marks; and
(v) circuit layout designs and rights in databases, whether or not any of these are registered, registrable or patentable;

(b) any licence or other similar right from a third party to use any of the above;

(d) any rights of action against any third party in connection with the rights in paragraphs (a) to (c) above, including any right to claim (and retain) any damages and other remedies (including an account of profits) for infringement,

whether or not such rights are registered or capable of being registered, including those created before these Terms were accepted by you but excluding moral rights and similar personal rights which by law are non-assignable.

Listing means any post by a Seller offering Goods for sale.

Organisation means a school, a sporting club, a parents and friends association or any other association or club which is approved by Repoze to use the Platform and set up a Hub.

Privacy Policy means our privacy policy located at https://repoze.com.au/privacy-policy.

Sale Price means the price of the Goods advertised in the Listing or as agreed between the Seller and the Buyer pursuant to the provisions of clause 5.2.

Seller means a User who uses the Platform to sell Goods.

Service Fee means the service fee payable by a Buyer or Seller to us for the use of the Platform, being an amount equal to $1.75 plus 10% of the Total Price (including any portion of the sale proceeds transferred to a Hub User pursuant to clause 7.5(a)) or any other amount as updated by Repoze on the Website and/or Platform from time to time.

Shipping Fee means a fixed price for shipping an item (regardless of distance or Buyer location) determined by the Seller from time to time.

Total Price means the Sale Price plus the Shipping Fee (if any).

Terms means these terms of service which may be updated by us from time to time.

Tracking Details means the details in relation to the movement of a parcel once it has been shipped that is accessible via the Tracking Number.

Tracking Number means the unique code generated by a postal or courier company to a shipped parcel.

User Content means all data you make available to us or maintained through use of our Services.