These are the terms and conditions ("Website Terms") on which we, Fresho Pty Ltd ACN 605 060 277 ("we", "us" or "our"), provide our services through this website and any mobile application through which you access our website or services (together, "Website").
References to “you” and “your” mean both customers ordering products through the Website and suppliers (“Suppliers”) displaying their products and receiving customers’ orders and, as the context requires, means either a customer or a Supplier.
Please read these Website Terms carefully before using the Website, including ordering any products through the Website, because your use of the Website and the services we offer is subject to these Website Terms.
By accessing and/or using the Website or by using our services via the Website (whether now or in the future), you agree to be bound by these Website Terms.
If you do not accept these Website Terms, you should leave the Website immediately, and you will not be able to use our services through the Website.
We reserve the right to change these Website Terms from time to time by changing them on the Website. These Website Terms are only in the English language.
All references to "Website" in these Website Terms include:
(a) any current or future version of our website [www.fresho.com.au]; and
(b) any Fresho mobile application through which you access the Website or our services,
in each case whether you access the Website or our services through any current or future platform or device, including (without limitation) any mobile website, mobile application, affiliate website or related website that may be developed from time to time.
The Website is owned by Fresho Pty Ltd. The services we offer through this Website provide a way for customers to communicate their orders for products to a Supplier and for the Supplier to display their products and prices on the Website and receive orders from their customers.
2. WEBSITE ACCESS
If you choose to register an account or when we provide you with a username and password, you will have the option to change your password when you login to the Website. You are solely responsible for keeping your username and password secure and for all use and activity carried out under your username.
Acceptance of terms : By accessing any part of the Website, you indicate that you accept these Website Terms. If you do not accept these Website Terms, you should leave the Website immediately, and you will not be able to use our services, display or supply any products or order any products through the Website.
Revision of terms : We may in our sole discretion revise these Website Terms at any time or change or discontinue any aspect or functionality of the Website. You should check the Website regularly to review the current Website Terms, because they are binding on you. You will be subject to the terms and conditions in force at the time that you place an order or receive an order. We are not liable to you for any revision, change or discontinuance we make to the Website or the Website Terms.
Your Responsibilities : You are responsible for making all arrangements necessary for you to access the Website at your cost, including (without limitation) carrier charges for data, text messaging, wireless access and other services. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Website Terms and that they comply with them. You must not share your username or password with anyone and, if we become aware that you have done so, we may immediately terminate or suspend your access to and/or your use of the Website and our services in accordance with section 11.
Capacity : By displaying products and prices, receiving an order or placing an order through the Website, you warrant that you are: (a) legally capable of entering into binding contracts; and (b) at least 18 years of age.
3. ORDERING AND PROCESSING
Compiling your order : Once you select the products you wish to order from your chosen Supplier and provide any other information, you will be given the opportunity to submit your order by clicking or selecting the "confirm andcheckout", "proceed", "place my order" or similar button. It is important that you check all the information that you enter and correct any errors before clicking or selecting this button because, once you do, your Supplier will process your order and errors cannot be corrected online (except as described below).
Any confirmation of your order that you see on the Website merely indicates that your order has been received and does not necessarily mean that your order has been accepted by the Supplier. The Supplier has the discretion to reject orders at any time and for any reason.
Acceptance of order : The Supplier can substitute products or change your order if products ordered by you are not available or in limited supply. The Supplier may also elect not to supply part or parts of your order. This is a matter solely between you and the Supplier and we are not liable to you on any ground for any substitution or change or for any failure by the Supplier to fulfil all or any part of your order.
Minimum order amount : If your Supplier has a minimum order value (whether displayed on the Website or not), you may submit an order to the Supplier but if the value of your order is less than the minimum order value for that Supplier, the Supplier may (at its discretion) charge a delivery fee as an addition to the cost of your order. The minimum order value must be met after applying any discounts or specials that reduce the total order amount. This applies even though prices for some or all of the Supplier’s products may not be shown on the Website.
Amending or cancelling your order : Once you submit your order and your payment has been authorised, you will not be entitled to change or cancel your order online. If you wish to change or cancel your order, you may contact the Supplier direct or use the “edit message” button on the Website, but cancellation of your order is solely a matter for the Supplier and is entirely at the Supplier’s discretion.
Payment authorisation : Where any payment you make through the Website is not authorised, your order will not be processed by us or communicated to the Supplier.
Delivery : Arrangements for and acceptance of delivery are your responsibility. To the maximum extent permitted by law, including the Australian Consumer Law, we accept no responsibility or liability associated with delivery by the Supplier.
4. PRICE AND PAYMENT
Prices : Where prices for products are quoted on the Website, the prices are in Australian dollars. These prices include GST and any applicable taxes but may exclude delivery costs. These will be added to the total amount due where applicable. In some cases, a Supplier may elect not to display prices for its products (or some of them) on the Website.
Payment methods : Payment for orders must be made, depending on your selection, by an accepted credit or debit card through the Website or direct to the Supplier.
Rejected orders : Once you have submitted an order that you are paying for by credit or debit card and your payment has been authorised, you will be charged the full amount of your order. If your order is subsequently rejected by the Supplier, the content of the order is changed so that the total price is reduced or the order is cancelled by you for any reason, it is solely the responsibility of your bank or card issuer to refund the relevant amount. However, this may take between 3 to 5 working days (or longer, depending on your bank or card issuer). You acknowledge and agree that neither we nor the Supplier is or will be responsible or liable to you in any way whatever in connection with the period taken by your bank or card issuer to make the refund or for any fee that may be charged by your Supplier in relation to cancellation of your order or by your bank or card issuer in relation to the refund.
5. CUSTOMER CARE
General : Customer care is extremely important to us. Our Customer Care team will therefore try to assist you where possible if you have any problems with your order. You can contact our Customer Care team by emailing us at firstname.lastname@example.org or by calling 1300 37 37 46.
Questions about your order : If your order is taking longer than expected or you have any other problems with your order, you should contact the Supplier direct. Alternatively, you can contact our Customer Care team and one of our Customer Care advisers will attempt to contact the Supplier in order to follow up on your query.
Compensation : If you are dissatisfied with the quality of any products or the service provided by a Supplier and wish to seek a refund, a proportionate price reduction or any other compensation, you should contact the Supplier direct to lodge your complaint and, where appropriate, follow the Supplier's own complaint procedures. If you are unable to contact the Supplier, or the Supplier refuses to deal with your complaint, you can contact our Customer Care team and one of our Customer Care advisers will attempt to contact the Supplier in order to request compensation on your behalf. Please note that we have no control over the Suppliers and the quality of the products that they provide, and we are not able to provide, and have no responsibility or liability for providing, any compensation to you on behalf of any Supplier.
Ownership of rights : We own or are licensed to use all the rights, title and interest in the Website, including (without limitation) all intellectual property rights. Unless otherwise stated, the copyright and other intellectual property rights in the Website and in material published on it (including without limitation photographs and graphical images) are owned by us or our licensors. These works are protected by copyright laws and treaties around the world and all rights are reserved. For the purposes of these Website Terms, any use of extracts from the Website other than in accordance with this section 6 is prohibited. All content and functionality of the Website is also copyrighted work to which we own all the rights.
Terms of permitted use : You are permitted to use the Website, and to print and download extracts from the Website for your own personal, non-commercial use, on the following basis:
(a) you must not misuse the Website (including by hacking or ‘scraping’);
(b) you must not modify the digital or paper copies of any materials that you print in accordance with this section and you must not use any pictures, photographs or any other graphics, video or audio sequences in any way at all;
(c) you must ensure that our status as the author of the material on the Website is always acknowledged; and
(d) you are not allowed to use any of the materials on the Website or the Website itself for commercial purposes without obtaining a licence from us to do so;
Limitation on use : Except as stated above, the Website may not be used, and you must not store, reproduce, distribute, publish, enter into a database, display, modify, create any derivative work from, transmit, exploit in any way or include in any public or private electronic retrieval system or service any part of the Website, without our prior written permission (which may be withheld in our absolute discretion). In particular, but without limiting the foregoing, you must only use the Website and our services for the intended purpose and you are prohibited from sharing or divulging the Website, these Website Terms, any functionality of the Website and any image or graphic derived from the Website with any person, entity or organisation who or which is not a registered user of the Website and our services.
Reservation of rights : Any rights not expressly granted in these Website Terms are reserved.
7. SERVICE ACCESS
Website availability : While we try to ensure the Website is normally available 24 hours a day, we do not give any assurance that the Website will be uninterrupted or error-free and do not undertake any obligation to do so. We are not responsible or liable to you on any ground whatever if the Website is unavailable at any time or for any period. We reserve the right to make the Website temporarily unavailable from time to time for purposes of maintenance and upgrades but, where practicable, will endeavour to do the maintenance and upgrades at times when the need for customers and Suppliers to access and use the Website is likely to be low.
Suspension of access : Access to the Website may be suspended temporarily at any time and without notice.
Information security : The transmission of information via the internet is not completely secure. Although we take the steps required by law to protect your information, we cannot guarantee the security of your data transmitted to the Website. Any transmission of data is at your risk.
Malicious materials : We take reasonable steps to prevent the introduction of malicious materials, such as viruses, worms and ‘trojan horses’, to the Website but we cannot guarantee or warrant that the Website will not contain malicious material. You acknowledge and agree that we are not liable on any ground whatsoever for any damage, loss, cost or harm that you or a third party suffers or incurs and which is attributable, directly or indirectly, to any malicious materials. You access and use the Website and our services solely at your own risk.
8. LINKS TO AND FROM OTHER WEBSITES
Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. We have not reviewed and do not control any of these third party websites (and are not responsible for these websites or their content or availability). We do not endorse or make any representation about these websites, their content, or the results from using such websites or content. If you decide to access any of the third party websites linked to the Website, you do so entirely at your risk.
Website information : We may make changes to the material on the Website, or to the services we provide, product lists and prices at any time without notice.
Specials listed on the Website are subject to change. Suppliers may alter their specials at any time, including removing or changing the terms.
We try to accurately copy the item names, descriptions, prices, special offer information and other information from the data that is provided to us by Suppliers. However, it is the Suppliers that are responsible for providing this data and ensuring that it is factually accurate and up-to-date, and we do not undertake any such responsibility.
Supplier’s actions and omissions : The legal contract for the supply and purchase of products is between you and the Supplier and is subject to the Supplier’s terms and conditions of sale. We have no control over the actions, omissions, terms or conditions of any Supplier.
Quality and suitability : You acknowledge and accept that we do not give any warranty or undertaking, or make any representation, that the products ordered from any Supplier through the Website will be of satisfactory or merchantable quality or suitable for your purpose and we disclaim any such warranties and representations.
Exclusion of terms : We provide you with access to the Website and our services on the basis that, to the maximum extent permitted by law, including the Australian Consumer Law, we exclude all representations, warranties, conditions, undertakings and other terms in relation to the Website and our services including any representations, warranties, conditions, undertakings and other terms which might otherwise apply to the Website or our services, or which might otherwise be implied or incorporated into these Website Terms, by statute, common law or otherwise.
Exclusion of liability : Subject to your statutory rights under the Australian Consumer Law, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with the Website or our services (including the use, inability to use or the results of use of the Website or our services) for:
(a) any loss of profits, sales, business or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any loss not arising naturally or not arising according to the usual course of things from the relevant breach or acts or omissions.
Limitation of liability : Subject to these Website Terms and your statutory rights under the Australian Consumer Law, our total liability to you in respect of all other losses arising under or in connection with the Website or our services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not in any circumstances exceed twice the value of your order or $500, whichever is less.
Additional costs : You assume full and sole responsibility for any additional or associated costs that you may incur in connection with or as a result of your use of the Website, including (without limitation) costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.
Indemnity : You agree to indemnify and hold Fresho Pty Ltd and its associates, directors, other officers, employees and agents harmless from and against any claims, demands, proceedings, losses and damages (whether actual, special, economic or consequential) of every kind and nature, known and unknown, including legal fees on a full indemnity basis, made by any third party due to or arising out of your breach of these Website Terms or any terms and policies it incorporates by reference or your violation of any law or the rights of a third party.
Grounds for termination : We may terminate or suspend (at our absolute discretion) your right to access and/or use of the Website and our services immediately and without notice to you if we believe in our sole discretion that:
(a) you have used the Website in breach of section 6 (Licence);
(b) you have shared your username and/or password with anyone in breach of your responsibilities under section 2;
(c) you or any of your staff have allowed or permitted any person or entity that is in competition with us (or who or which we suspect is competing or will in the future compete with us) to have access to or to use the Website for any purpose whatever; or
(d) you have breached any other material term of these Website Terms.
Obligations upon termination : Upon termination or suspension you must immediately destroy any downloaded or printed extracts from the Website.
No liability : You agree that we are not liable to you or any third party whether in contract, tort (including negligence), equity or under any statute for any termination or suspension of your rights of access and/or use of the Website which occurs under this section 11.
12. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Website or ordering products via the Website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
13. EVENTS OUTSIDE OUR CONTROL
Force majeure events : We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Website Terms that is caused by events outside our reasonable control. A force majeure event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes in particular (but without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) any outage of internet services or wireless connectivity either generally or in relation to one or more carriers or broadband service providers;
(c) any circumstance where we believe that an event has occurred which has or may have compromised all or any of the usernames and/or passwords of customers and Suppliers;
(d) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(e) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(f) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(g) impossibility of the use of public or private telecommunications networks; and
(h) the acts, decrees, legislation, regulations or restrictions of any government.
Performance suspended : Our performance under these Website Terms is deemed to be suspended for the period that any force majeure event continues. We will use our reasonable endeavours to bring any force majeure event to a close or to find a solution by which our obligations under these Website Terms may be performed despite the force majeure event.
14. ADDITIONAL TERMS
Disclosure by us : We may be compelled to disclose certain information, for example, by an order issued by a court, by a subpoena or by an enforceable order, notice or direction of a law enforcement or governmental agency or authority. We must comply and will do so without your consent or prior notice to you. You irrevocably authorise us to disclose any IP address, username, name, IP location and other information in response to any such order, subpoena, notice or direction.
Severability : If any of these Website Terms are determined by any court or competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will be severed to that extent from the remaining terms, conditions and provisions. The remaining terms, conditions and provisions will continue to be valid to the fullest extent permitted by law.
Entire agreement : These Website Terms and any document expressly referred to in them constitute the whole agreement between a customer and us and supersede any and all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements between a customer and us relating to the subject matter of these Website Terms.
We have separate services agreements with Suppliers in addition to these Website Terms. To the extent of any inconsistency or ambiguity between a services agreement with a Supplier and these Website Terms, the terms of the services agreement will take precedence.
No waiver : Any failure or delay by us in enforcing (in whole or in part) any provision of these Website Terms will not be interpreted as a waiver of our rights or remedies.
Assignment : You may not assign any of your rights or purport to transfer any of your obligations under these Website Terms without our prior written consent (which may be withheld in our absolute discretion). We may assign our rights and transfer our obligations under these Website Terms without your prior written consent to any of our associates or any business that we enter into a joint venture with or purchase or any company or organisation to which we are sold.
Governing law : These Website Terms are governed by the law of the State of Victoria, Australia and we and you submit without objection to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria.
Survival : Despite termination of your access to and use of the Website and our services, sections 9, 10, 11 and 14 of these Website Terms will survive any such termination.
Interpretation : Headings in these Website Terms are for convenience only and do not affect interpretation, the singular includes the plural and vice versa, a reference to a gender includes all genders and a reference to legislation includes any amendment, modification or re-enactment of or any legislation substituted for that legislation. The language used in all parts of these Website Terms will be construed in accordance with its fair and common meaning and not strictly for or against us.