MARKETPLACE BRAND PARTNER AGREEMENT

1.       MARKETPLACE PARTNER PROGRAM

1.1     By offering products to THE ARCHIVE PLACE to list on The Site for sale to Customers, the Partner is agreeing to comply with all of the terms and conditions of this Agreement.

2.       LISTING PRODUCTS ON THE SITE

2.1    THE ARCHIVE PLACE and the Partner will mutually agree on which Products will be listed on The Site for Customers to Order.

2.2    By offering Products for listing on the Site, the Partner agrees to accept back any Products returned by Customers to THE ARCHIVE PLACE in accordance with THE ARCHIVE PLACE’s Return Policy.

2.3    The Partner agrees to provide imagery and written content in accordance with specifications and guidelines provided by THE ARCHIVE PLACE for listing and marketing purposes. THE ARCHIVE PLACE has the absolute discretion to reject any content that does not match the specifications and guidelines provided or is otherwise assessed by THE ARCHIVE PLACE to not be of a suitable standard.

2.4    The Partner acknowledges and agrees that it is the Partner’s responsibility to fulfil any imagery and written content requirements. The products will be rejected if the imagery and written content requirements do not meet THE ARCHIVE PLACE's standards.

2.5    THE ARCHIVE PLACE reserves the right to delist a style temporarily for any reason.

2.6    The Partner shall set the List Price for a listed Product.

2.7    THE ARCHIVE PLACE is entitled to at its absolute discretion, impose Price Matching for Customers provided that:

a)                The Product must be identical

b)                The Product must be available in stock (same colour, size, features) and available online or in store

c)                Prices must be shown on a website marketed to Customers located in Australia or New Zealand

d)                Prices must be quoted in the same currency (without the need for currency conversion)

The Partner shall immediately de-list any Products that are not intended to be price matched.

2.8 THE ARCHIVE PLACE reserves the right to apply a maximum of additional 20% discount to the retail price of the Product for marketing purposes. All other promotions, the Partner may choose:

a)                To participate in one promotion and agree to be bound by the terms and conditions of the promotion imposed on the participating Partners; or

b)                To not participate in one promotion and agree for THE ARCHIVE PLACE to temporarily de-list the Partner’s Products during the promotion period if it is deemed necessary by THE ARCHIVE PLACE.

3.       MANAGING INVENTORY

3.1    The Partner agrees to provide THE ARCHIVE PLACE with accurate inventory data to all listed Products prior to shipping the physical Products to the Warehouse.

3.2    The Partner agrees to pay for the shipping fees when sending physical products to THE ARCHIVE PLACE Warehouse, including any applicable import tax and duty fees unless otherwise agreed in writing by THE ARCHIVE PLACE.

3.3    If the Partner requests for the physical goods to be returned from the Warehouse to the Partner for any reason, the Partner agrees to pay for the return shipping fees including any applicable import tax and duty fees unless otherwise agreed in writing by THE ARCHIVE PLACE.

3.4    If THE ARCHIVE PLACE requests for the physical goods to be returned from the Warehouse to the Partner for any reason, THE ARCHIVE PLACE agrees to pay for the return shipping fees, including any applicable import tax and duty fees unless otherwise agreed in writing by the Partner.

3.5    Each product must be individually bagged in Polybag and each product must be clearly labelled with barcodes both outside of Polybag and on swing tags. Additional relabelling service fee and polybag fees apply as specified in on-boarding instructions.

3.6   If there is no product label or the SKU is unidentifiable, the unidentifiable products will be shipped back with the vendor at cost of $0.30 per unit plus cost of shipment. 

4.       ORDER FULFILMENT AND RETURNS

4.1    THE ARCHIVE PLACE, at its own cost, will be solely responsible for processing Orders and dispatching Orders.

4.2    The Partner agrees to accept returns of a Product:

a)                That is faulty, not fit for purpose or does not match description;

b)                That is damaged through no fault of the Customer as determined by THE ARCHIVE PLACE in its sole discretion.

c)                That is delivered but not ordered by a Customer;

d)                That is returned by a Customer in accordance with THE ARCHIVE PLACE’s Return Policy.

THE ARCHIVE PLACE, at its own cost, will be solely responsible for processing the Returns and examination.

4.3    At no point does title to Products pass to THE ARCHIVE PLACE. Instead, the Partner appoints THE ARCHIVE PLACE as agent solely for the purpose of, and only to the extent necessary, for THE ARCHIVE PLACE to facilitate sale of Products on the Site on the Partner’s behalf.

 

5.       PAYMENT

5.1    THE ARCHIVE PLACE will process payouts to the Partner in the third or the fourth week of the month for the Sales of previous month, excluding Orders that are still within Return Period or have Pending Return Request status.

5.2    THE ARCHIVE PLACE provides invoice to the Partner specifying the orders included in the payment, the total amount THE ARCHIVE PLACE is due to remit to the Partner, and Fees and Charges or the applicable commission rate Such Fees and Charges or the applicable commission rate is as specified in Schedule 1.

5.3    For Australian Brands with Australian ABN, Fees and Charges are calculated as Order Value Including GST * Commission rate; Payout Amount is calculated as Order Value Including GST minus Fees and Charges

5.4    For International Brands without Australian ABN, Fees and Charges are calculated as Order Value Excluding GST * Commission rate; Payout Amount is calculated as Order Value Excluding GST minus Fees and charges

5.5    Minimum Monthly Payout Amount is $500; if the Payout is below $500, The Archive Place reserves the right to withhold the Payout in escrow

5.6    Payout will be processed in Australian Dollars. 

6.       CUSTOMER DATA

6.1    The Partner acknowledges and agrees that Customers are not, by virtue of this Agreement, the Partner’s customers. Accordingly, the Partner unconditionally acknowledges and agrees that it is not authorized or permitted to have any contact with Customers. If contacted by any Customer regarding any Product purchased through the Site, the Partner will direct those Customers to THE ARCHIVE PLACE’s customer service team.

6.2    All information relating to Customers is expressly confidential and the exclusive property of THE ARCHIVE PLACE. The Partner is expressly prohibited from using Customer data for any other purpose not directly connected with fulfilling its obligations under this Agreement.

6.3    Each party acknowledges that damages may not be a sufficient remedy for any breach of this clause 6, and expressly aggress that THE ARCHIVE PLACE is entitled to seek urgent ex parte injunctive relief as a remedy for any such actual or threatened breach by the Partner, in addition to any other remedies available at law or in equity.

7.       INTELLECTUAL PROPERTY

7.1    The Partner grants THE ARCHIVE PLACE a non-exclusive, irrevocable, royalty free license to use the Intellectual Property, including but not limited to Product Photos, Campaign Photos, Social Media Content, Copywriting, as necessary to market and sell the Products and warrants to THE ARCHIVE PLACE that:

a)                The Intellectual Property does not and will not infringe any rights of third parties and that the Partner will, at no cost to THE ARCHIVE PLACE, procure any necessary licenses and consents as necessary to allow THE ARCHIVE PLACE to sell the Products; and

b)                As at the date to this Agreement, the Partner is not aware of any claim for infringement of any Intellectual Property rights or for the breach of any obligation arising out of the manufacture, sale or use of the Products, and will immediately notify THE ARCHIVE PLACE if such a claim is made.

 

8. INSURANCES

8.1. Unless otherwise agreed The Partner shall take out and maintain insurance cover for Fire, Loss, Theft or Damage to the Products whilst in the care, custody and control of THE ARCHIVE PLACE, its 3^rd party warehouse, subcontractors or agents.

8.2. THE ARCHIVE PLACE’s custody of The Partner products commences on receipt / delivery of product to the 3^rd party warehouse and ends when an outgoing product order is collected by The Partner’s shipping service provider or customer or is dispatched by THE ARCHIVE PLACE’s shipping provider.

8.3. THE ARCHIVE PLACE shall maintain and provide the following levels of insurance at all times during this Agreement;

a) Public Liability Insurance to a limit of AUD $20 million dollars.

b) Workers compensation Insurance to cover the THE ARCHIVE PLACE employees, contractors and agents.

8.4. THE ARCHIVE PLACE shall notify The Partner within 24 Hours of any happening or event which may give rise to any claim, demand, proceeding, damage, cost or charge whatsoever arising out of the Services provided.

8.5. THE ARCHIVE PLACE will also provide within 7 days a complete statement detailing product damage or theft and the product SKUs and quantities affected. Access will also be provided to The Partner to make any inspection of product subsequent to such an event.

8.6. In the event of any event of Fire, Loss, Theft or Damage to The Partner Products, THE ARCHIVE PLACE shall settle any claim for such event within 30 days of receiving it in writing from The Partner.

8.7. It is clearly detailed that THE ARCHIVE PLACE is not a freight company, and does not accept or warrant any loss of or damage during the transit of Products. The Partner shall understand that Products are shipped without insurance or warranty unless specifically discussed and agreed otherwise, or on a case by case basis.

 

9. LIABILITIES AND INDEMNIFICATION

9.1. THE ARCHIVE PLACE shall be liable for loss or damage occurring to the Products as from the moment of acceptance of the Products as evidenced by a signed waybill or similar document and whilst under THE ARCHIVE PLACE care or control caused directly by any negligent act or omission by THE ARCHIVE PLACE, its agents, employees or representatives, except to the extent that such claims, losses, costs, liabilities and expenses are caused or contributed to by any actions or omissions of The Partner, its agents, employees, representatives or invitees.

9.2. If any of the Products shall be lost or damaged whilst under the care, custody or control of THE ARCHIVE PLACE, THE ARCHIVE PLACE shall immediately inform The Partner by notice in writing giving such particulars as are available, and any further information as may be reasonably required by The Partner whether or not THE ARCHIVE PLACE is responsible for such loss or damage.

9.3. Each party shall indemnify the other in respect of claims, losses or damages arising from physical injury or death to the extent that the injury, death or damage is not caused or contributed to by the negligence, wilful misconduct or other fault on the part of the party claiming to be indemnified.

9.4. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other for any loss of income or contracts, loss of profit (direct or indirect) or for any incidental, indirect, special or consequential loss or damage arising out of or in connection with this Agreement.

a) Exclude any damage (i) Caused or materially contributed to by a design, manufacturing or packaging fault or defect; or (ii) Caused by contamination, leakage or discharge from any other Product of The Partner (except where that damage resulting directly from a negligent act or omission of THE ARCHIVE PLACE)

b) Exclude any claim alleging loss or damage which is not provided in writing within 60 days of The Partner being notified in writing of the alleged loss or damage.

10.       OTHER WARRANTIES

10.1    The Partner warrants that all the Products sold on the Site will:

a)                Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Site;

b)                Be of merchantable quality and fit for the purpose(s) intended;

c)                Conform with all applicable laws, ordinances, codes and regulations, and

d)                Be free from defects in materials, performance, operation, and workmanship for a period of size (6) months after being placed in service by the Customer or six (6) months from date of the Partner’s delivery, whichever period expires earlier – or such other period imposed by any applicable law.

11.       TERMS AND TERMINATION

11.1    This Agreement Commences on the date of signing by both parties and shall continue until terminated in accordance with its terms. 

11.2    Either party may terminate the Agreement for any reason and request the physical stock to be returned to the Partners by giving 90 days’ notice in writing, unless otherwise agreed by The Archive Place in writings.

12.    GENERAL

12.1  If a party is unable to perform any obligation under this Agreement (other than payment of money) by force majeure then that party shall be excused from and shall not be liable for failure to perform that obligation and/or the time for performance shall be extended accordingly.

12.2  Any provision in this Agreement which is invalid or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent only of such invalidity or unenforceability and will not invalidate the remaining provisions of this Agreement.

12.3  A notice required or permitted to be given by one party to another under the Agreement must be in writing.

12.4  The agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement of parties. No right under this agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.

12.5  A variation of this Agreement must be in writing and signed by the parties.

12.6  Notwithstanding the use or the term Partner, this Agreement is not intended to create a partnership, joint venture or relationship of principal and agent between the parties.

12.7  This agreement may consist of a number of copies, each signed by one or more parties. If so, the singed copies are to be treated as collectively making up a single legal instrument.

12.8  The parties acknowledge and agree that this Agreement is binding upon each party if executed digitally and conveyed by electronic communication. A consent notice or communication under this agreement if it is sent as an electronic communication unless required to be physically delivered under law.

12.9  This Agreement is governed by the laws of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.

11.    DEFINITIONS

In this Agreement, unless the contrary intention appears:

 

Agreement:  means these terms and conditions and schedules, as executed by the parties

Australia Consumer Law:  means Schedule 2 of Competition and Consumer Act 2010(Cth).

Business Day:  means any day other than a Saturday, Sunday or a bank or public holiday in Australia.

Commencement Date: means the date of signing this agreement by both parties

Customer:  means any customer of THE ARCHIVE PLACE’s who places an Order for a Product through the Site.

Intellectual Property: means intellectual property and good will of any kind, whether registrable under law or not (and whether or not so registered), which is created, discovered or comes into existence as  a result of, or other received from the Partner for the purposes of or in connection with the provision of the Products or this Agreement.

Products:  means the merchandise and/or services the Partner agrees to offer Customers, and THE ARCHIVE PLACE chooses to list on the Site at its sole discretion.

Partner:  means the legal person/s entering into this Agreement, as detailed in full on the signing page.

Returns Policy:  means the policy in regard to how Customers return the Product that is published by THE ARCHIVE PLACE on the Site from time to time.

THE ARCHIVE PLACE: refers to The Archive Place Australia Pty Ltd (ABN: 62 642 772 763)

The Site:  means any web page whose address begins with www.thearchiveplace.com and any page redirecting web traffic to any such webpages.

SCHEDULE  1 – FEES AND CHARGES

 

Commission: 35% of the List Price

Special Discounted Commission is valid for 18 months from the launch date, unless the Special Discounted Commission is renegotiated