Flossie.com Limited - Terms & Conditions
- You acknowledge that by participating in, and promoting your Goods and/or Services through, Flossie.com, you agree to be bound by these Terms & Conditions. Your continued participation in, and promotion of, Goods and/or Services through, Flossie.com constitutes your agreement to these Terms & Conditions.
- If at any time you cease to accept these Terms & Conditions you must immediately cease participating in, and promoting your Goods and/or Services through Flossie.com and must notify Flossie.com in writing, and Flossie.com will within three working days remove your access to the Flossie.com interface, and Information in respect of you, your Goods, and/or your Services, will cease to be available through its Channels, and Customers will cease to be able to access such information or acquire your Offers from the date of such removal.
- Capitalised terms have the meaning given to them in the definitions section at the end of these Terms & Conditions.
How it works:
- authorise Flossie.com to sell any Offer via any Channel in accordance with these Terms & Conditions;
- grant Flossie.com a non-exclusive, royalty-free license to use, reproduce, display, distribute, and transmit your Information and Content, and any other information provided in connection with the sale of any Offer via any Channel;
- agree that Flossie.com will receive payment from Customers for Offers via the Channels and provide the Customer with a voucher code confirmation which is redeemable for the Goods and/or Services from you; and
- agree and acknowledge that when a Customer acquires an Offer, Flossie.com automatically and irrevocably assigns the benefit of its agreement with that Customer in respect of that Offer to you, you will be deemed to have irrevocably accepted that assignment, and you further agree that you are solely responsible for delivering the Goods and/or performing the Services comprised in the Offer in accordance with these Terms & Conditions, the terms of the Offer, and any applicable laws and regulations.
Delivering the Goods / Performing the Services
- You agree to deliver the Goods and/or perform the Services for a Customer strictly in accordance with the Offer acquired by that Customer, including without limitation to the full face value, at the relevant appointment time, and in accordance with these Terms & Conditions, the relevant terms of the Offer, the terms and conditions applicable to the Customer in respect of the Channel, and any applicable laws and regulations.
- You agree that you will not under any circumstances charge a Customer any additional amount for delivering the Goods and/or performing the Services comprised in an Offer. For the avoidance of doubt, this does not restrict the Customer from acquiring Goods and/or Services directly from you in addition to those comprised in an Offer.
- You agree that you will not do, or fail to do, anything that will, or is likely to, result in any damage to the brand, reputation, or goodwill of Flossie.com or any of its directors, officers, employees or agents.
- By participating in, and promoting your Goods and/or Services through, Flossie.com, you will receive the following:
- Website: A website page exclusively promoting you, your Goods, your Services, and your Offers;
- App: A screen exclusively promoting you, your Goods, your Services, and your Offers, a screen listing all of the Goods and/or Services being offered by you, and a screen per Good, Service, or Offer, providing all details related to the Good, the Service, or the Offer;
- Promotion of you, your Goods, your Services, and your Offers via the Channels as determined by Flossie.com, including (unless agreed otherwise in writing by Flossie.com) alongside other persons (including their goods and/or services) participating in, and promoting goods and/or services through, Flossie.com from time to time; and
- Collection, collation, and publication via the Channels of reviews of, and ratings in respect of, you, your Goods, your Services, and/or your Offers, received from Customers from time to time.
Testing and Reviews
- When you initiate your participation in Flossie.com you grant Flossie.com the right to nominate a representative to attend two appointments with you in order to test and review your Services, environment, and the experience you offer. These appointments will be at your cost, and at no cost to Flossie.com or its nominated representatives and will be arranged as soon as possible after you initiate your participation in Flossie.com.
- You acknowledge and agree that Flossie.com may at any time publish ratings and reviews relating to you, your business, your Goods, your Services, and/or your Offers, via the Channels and whether prepared by Flossie.com, its representatives, or any other person.
Supplier Payment and Commission Fee:
- You acknowledge and agree that Flossie.com will deduct the Commission Fee from the money held by Flossie.com prior to making the Supplier Payment.
- When a Customer acquires an Offer, Flossie.com will hold the money received in an interest bearing bank account. You must deliver the Goods and/or provide the Services comprised in the Offer in accordance with these Terms & Conditions and the terms of the Offer. Once Flossie.com has received notice from you that you have delivered the Goods and/or provided the Services comprised in the Offer, Flossie.com will pay the Supplier Payment to you by direct credit to your nominated bank account on the Thursday of the week after Flossie.com receives such notification from you.
- Each party will bear all of its own costs incurred in respect of an Offer (including without limitation any relevant taxes such as GST), including in promoting the Offer, and delivering the Goods and/or providing the Services comprised in the Offer.
- If you are required under any applicable law to make a deduction or withholding for GST, then you must include GST in the face value of the Offer. The Commission Fee is calculated on that face value of the Offer, disregarding the deduction or withholding.
- If for any reason a supply made by Flossie.com under or in connection with this agreement is a taxable supply for GST purposes, then at or before the time the consideration for the supply is payable, you must pay Flossie.com an amount equal to the GST for the supply (in addition to the consideration otherwise payable under this agreement for that supply), and must give Flossie.com a tax invoice for the supply.
- With the prior written consent of Flossie.com, you may offer Discounts to selected Customers in connection with an Offer. For the avoidance of doubt, notwithstanding the application of any such Discounts to an Offer, the Commission Fee payable to Flossie.com will be payable on the face value of the Offer before any such Discount is applied to the Offer.
- If a Customer is dissatisfied with the Goods delivered and/or Services provided, the Goods delivered and/or the Services provided are different to those comprised in the Offer, or you cannot deliver the Goods and/or provide the Services comprised in the Offer, you must first try to resolve the Customer’s dissatisfaction amicably directly with the Customer and may in seeking to do so:
- re-deliver the Goods and/or re-provide the Services comprised in the Offer at no extra cost to the Customer with no recourse to Flossie.com; and/or
- provide the Customer with a refund to be dealt with through Flossie.com. The maximum amount refunded in cash to a Customer by Flossie.com is limited to the amount paid by the Customer for the Offer minus any Discount applied to the purchase price for the Offer. Where a Customer has applied any Discount to the purchase price for the Offer, Flossie.com may at its discretion provide the Customer with Discounts in respect of that portion of the purchase price; and/or
- offer to deliver alternative Goods and/or provide alternative Services to the Customer to the value of the Offer with no recourse to Flossie.com.
- If you are unable to resolve a matter that arises under paragraph 18 of these Terms & Conditions within three days of notification from the Customer, you must direct the Customer to take the matter up directly with Flossie.com, and Flossie.com will seek to resolve the matter on your behalf. You irrevocably authorise Flossie.com to offer the options provided under paragraph 18 of these Terms & Conditions to the Customer to resolve the matter, and, if accepted by the Customer, you must deliver to the Customer the options accepted (as applicable) as soon as possible upon notice from Flossie.com.
- Flossie.com will offer a money back guarantee on all Services promoted through Flossie.com where the Customer is dissatisfied in any way with the Service acquired through Flossie.com. Any such refund will be dealt with through Flossie.com. The maximum amount refunded in cash to a Customer by Flossie.com is limited to the amount paid by the Customer for the Offer minus any Discount applied to the purchase price for the Offer. Where a Customer has applied any Discount to the purchase price for the Offer, Flossie.com may at its discretion provide the Customer with Discounts in respect of that portion of the purchase price.
- For the purposes of the Australian Consumer Law, you agree to indemnify us for any costs, liabilities, and damages (including Consequential Loss) that we suffer or cost we incur as a result of being held to be a ‘supplier’ of the Goods and/or Services as that term is used in the Australian Consumer Law. You must comply with your obligations under the Australian Consumer Law as a ‘supplier’ of Goods and/or Services to the Customer.
- To the maximum extent permitted by law, you indemnify Flossie.com against all costs, liabilities, and damages (including Consequential Loss) that Flossie.com may suffer in any way related to your participation in Flossie.com, your Goods, your Services, and/or your Offers, including without limitation as a result of your inability to meet your obligations in respect of any Offer or under the Australian Consumer Law. You indemnify Flossie.com, and agree to pay on demand, any amount Flossie.com refunds to a Customer on your behalf in respect of an Offer or to satisfy Flossie.com’s or your obligations under the Australian Consumer Law. This indemnity will be reduced to the extent that the loss or liability is contributed to by our breach of this Agreement or our negligence.
- Where a Customer acquires an Offer but does not attend the appointment time in respect of the Services comprised in the Offer (i.e. a “no-show”) you will still be paid the Supplier Payment.
- You must provide Flossie.com with full details of your cancellation policy and any amendment to that policy from time to time, and Flossie.com may (in its discretion) elect to adopt your cancellation policy in relation to your Goods and/or Services. Generally, any amendment to your cancellation policy will be applied by Flossie.com from the date that is five days after you notify Flossie.com in writing of such amendment. If you do not provide Flossie.com with full details of your cancellation policy then Flossie.com will apply its default policy, namely that a Customer will not receive a refund for an Offer if it seeks to cancel the Offer at any time that is 24 hours or less prior to the appointment time comprised in the Offer.
- Any cancellation of an Offer will be undertaken through Flossie.com and you will direct any Customer seeking to cancel an Offer to do so through Flossie.com. Flossie.com will (in its discretion) adopt the cancellation policy you have provided to Flossie.com, or if you have not provided one then Flossie.com will apply the default cancellation policy.
- Subject to the applicable cancellation policy (unless agreed otherwise in writing by Flossie.com), a Customer may reschedule the appointment time comprised in the Offer by contacting you or through Flossie.com and you must use commercial reasonable endeavours to confirm an alternative appointment time for the Offer that is satisfactory to the Customer as soon as practicable following contact from the Customer.
- If an alternative appointment time for an Offer is achieved, then at the time that the alternative appointment time is confirmed with the Customer you must update your Flossie.com interface for the Offer so that the applicable reminders, commission rates etc. apply in respect of the alternative appointment time for the Offer. For the avoidance of doubt, Flossie.com may (but is under no obligation to) adjust the Commission Fee payable in respect of the Offer as a result of any confirmed alternative appointment under this paragraph.
Liability and Disclaimers:
- Nothing in this agreement is intended to limit any of your rights (if any) under the Australian Consumer Law. If the Australian Consumer Law or any other legislation states that there is a guarantee in relation to any good or service supplied by Flossie.com in connection with this agreement and Flossie.com’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then no other clause limits that liability and instead Flossie.com’s liability for such failure is limited to (at Flossie.com’s election):
- in the case of a supply of goods, Flossie.com replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
- in the case of a supply of services, Flossie.com supplying the services again or paying the cost of having the services supplied again.
- Subject to paragraph 28, any liability of Flossie.com whether in contract, tort (including but not limited to negligence) or otherwise, for any loss, liability, costs, or damages (including without limitation Consequential Loss) related to, or in any way connected with, your participation in, and promotion of your Goods and/or Services through, Flossie.com via its Channels, these Terms & Conditions, or the exercise or purported exercise of any rights conferred on Flossie.com under these Terms & Conditions, is limited to the Commission Fees paid by you in the 12 months before you first suffered loss or damage in connection with this agreement.
- As Flossie.com is relying on the accuracy of the Content you supply, subject to paragraph 28, Flossie.com does not warrant or guarantee the accuracy or completeness of any Content about you, your Goods and/or Services, or your Offers, presented or promoted through Flossie.com via the Channels and will not be liable in any way for any errors, omissions, misleading statement, misplacements, or incorrect statements, or be liable for any loss or damage or poor performance howsoever caused by you.
- You acknowledge and agree that:
- you are solely responsible for all and any Content presented through a Channel in respect of you, your Goods, your Services, and your Offers. Flossie.com does not warrant or make any representation about any such Content;
- you will regularly review all such Information to ensure that it is accurate and will use your Flossie.com interface to correct any inaccuracies or, if you cannot correct such inaccuracy, you will notify Flossie.com of any such inaccuracy with a request that it be amended. Flossie.com will seek to make any such amendment within 14 days of receipt of such written notification from you;
- Flossie.com may at any time edit or remove any Content provided via the Channels where it is determined by Flossie.com such Content breaches these Terms & Conditions or any applicable laws and regulations, or is otherwise inappropriate or objectionable;
- Flossie.com is not responsible for any communications between you and any user of Flossie.com (including Customers), whether or not such communication has occurred as a result of use of the Flossie.com; and
- you are solely responsible for the acts and omissions of your employees, contractors or agents that acquire access to Flossie.com’s interface or any other third party that acquires access to the interface through the use of usernames or passwords issued to or by you.
Warranties and Indemnity:
- You warrant that:
- all of the Information you supply to Flossie.com is or will be free from any errors, omissions, misleading statement, misplacements, and incorrect statements, and if any such errors, omissions, misleading statement, misplacements, or incorrect statements arise you will promptly correct them;
- all Information you supply to Flossie.com is not, or will not be, illegal, objectionable, deceptive, incorrect, or misleading, and will comply with all relevant laws relating to the promotion and advertising of your Goods and/or Services, or Offers, and does not, or will not, infringe the Intellectual Property Rights of any person;
- you will honour all Offers in a safe and professional manner, in accordance with best industry standards and practice, and any applicable laws and regulations;
- you will not impose on any Offer any further terms which are not disclosed to the Customer on acquisition, or which are in violation of any laws or regulations;
- you have all the necessary Intellectual Property Rights in any Information you provide to Flossie.com and any Content about you so as to allow Flossie.com to promote such Information via the Channels without infringing the Intellectual Property Rights of any person;
- you irrevocably authorise Flossie.com, its directors, officers, employees and agents to access any booking system software you may own or use for the purpose of promoting your Goods and/or Services through Flossie.com.
- You indemnify Flossie.com, its directors, officers, employees and agents from and against all losses, cost, expenses (including all solicitors fees on a full indemnity/client and solicitor basis), actions or claims directly, indirectly incurred or suffered by them arising in relation to your participation and promotion of your Goods, your Services, and/or your Offers, through Flossie.com via its Channels, any Information or Content provided by you to Flossie.com, the use of any booking system software you may own or use, any claim or demand made by any person (including Customers) in relation to any matter concerning you, your Goods and/or Services, Offers, redemption of any Offers, or as a result of any breach of these Terms & Conditions (including any warranty) by you.
- Flossie.com is not responsible under any circumstance to you or any person for any failure of, or interruption to, the Channels, your Flossie.com interface, or any booking system software you may own or use, at any time.
- Flossie.com does not warrant or represent that the Flossie.com interface, including the Flossie.com Booking System, will be compatible with any software applications you use, or will otherwise meet your requirements and be suitable for your purposes.
- You must obtain consent from, and make any necessary disclosures to, all relevant individuals before disclosing any of their Personal Information to Flossie.com under these Terms and Conditions, and otherwise comply in all respects with your obligations under the Privacy Act.
- You must give all assistance Flossie.com requires and comply with all directions Flossie.com gives you from time to time in relation to compliance with the Privacy Act, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Personal Information disclosed under these Terms and Conditions.
- You must notify Flossie.com immediately if you become aware of any breach of this clause or any of your obligations under the Privacy Act.
- It may become necessary or convenient for Flossie.com to provide its related bodies corporate, affiliates, clients or commercial partners (Associates) including Associates overseas, with your or a Customer’s Personal Information. This may be for any reason, but could include:
- to satisfy any of Flossie.com’s responsibilities to its Associates; or
- to cooperate with its Associates in the event they require the Personal Information for activities associated with your engagement of Flossie.com.
- If you consent to Flossie.com disclosing your Personal Information to its overseas Associates (including those in New Zealand), then Australian Privacy Principle 8.1 (which requires Flossie.com to take steps as are reasonable in the circumstances to ensure the Associate does not breach the Australian Privacy Principles), will not apply to the disclosure. Your use of Flossie.com constitutes consent for the purpose of this clause 40.
- If you become aware of a Data Breach, or are or may be required by the Privacy Act to disclose any Personal Information Flossie.com gives to you, then you must immediately notify Flossie.com about the Data Breach and any other information requested by Flossie.com.
Variation & Conflict:
- Flossie.com may amend these Terms & Conditions at any time. Flossie.com will send you notice of any amendment to the email address provided by you. If you do not object to the amendment in writing by reply email to us, within 7 days of the date of that notice, then you will be deemed to have accepted that amendment and the amendment will take effect from the date of the notice. If you propose an amendment to these Terms & Conditions such amendment will only be effective if, and at the time that, Flossie.com (in its sole discretion) expressly agrees in writing to the proposed amendment. You are responsible for ensuring that the Information you have provided to Flossie.com at any time, including without limitation your contact details, remains current and accurate.
- In the event of any conflict between your terms and conditions (if any) or the terms of any Offer and these Terms & Conditions, these Terms & Conditions will prevail for all purposes.
- If a dispute arises between you and Flossie.com or you and a Customer, you agree to attempt to resolve the dispute amicably through negotiation or other informal means before pursuing any further formal legal action.
- You acknowledge and agree that nothing in these Terms and Conditions grants you any right, title or interest, in the Intellectual Property Rights owned by or licensed to Flossie.com.
- Flossie.com gives no warranty that participation in and promotion of your Goods and/or Services using Flossie.com, does not infringe the Intellectual Property Rights or other rights of any third party.
- Flossie.com may terminate your participation in Flossie.com at any time with or without cause effective on 7 days notice of the same being sent to the email address provided by you, unless you suffer an Insolvency Event, in which case Flossie.com may terminate immediately by giving you notice. On or any time after termination, Flossie.com will remove your access to the Flossie.com interface, and Information in respect of you, your Goods, and/or your Services, will cease to be available through its Channels, and Customers will cease to be able to access such Information or acquire your Offers from the date of such removal.
- If your participation in Flossie.com is terminated at any time, any Offers that have been acquired by Customers in the period before Customers cease to be able to acquire your Offers through Flossie.com must be honoured by you strictly in accordance with these Terms and Conditions. However, Flossie.com reserves the right to cancel any Offers provided it is not within the no cancellation period specified in your cancellation policy or the default cancellation policy under paragraph 24.
- These Terms & Conditions are governed by the laws of New South Wales and the parties agree to submit to the exclusive jurisdiction of the New South Wales courts.
App means any of Flossie.com’s mobile applications (including without limitation iOS and Android mobile applications).
Australian Consumer Law means schedule 2 of the Competition and Consumer Act 2010 (Cth).
Channel means any and all media formats in which Flossie.com markets, promotes, transmits, sells and/or distributes an Offer, including without limitation the Website, the App, or any third party platform (including without limitation a Facebook shop or Google reserve)).
Consequential Loss means any one or more of the following: (a) loss of bargain; (b) loss of revenues; (c) loss of reputation; (d) indirect loss; (e) loss of profits; (f) consequential loss; (g) loss of actual or anticipated savings; (h) lost opportunities, including opportunities to enter into arrangements with third parties; (i) loss or damage in connection with claims against you by third parties; and (j) loss or corruption of data, or any loss which does not arise naturally, that is during the ordinary course of things, as a result of the relevant breach.
Content means any Information published or made available via a Channel, whether generated by Flossie.com, you, a Customer, a user of Flossie.com, or any other person.
Customer means any person acquiring an Offer from time to time.
Data Breach means any actual, apparent, suspected or anticipated: (a) impairment, compromise or damage to the confidentiality, reliability, integrity, value or assurance of Personal Information given to you by Flossie.com; (b) flaw or vulnerability of any kind in the security controls or other measures used to protect Personal Information; or (c) misuse or loss of, interference with or unauthorised access to, modification of or disclosure of Personal Information given to you by Flossie.com.
Discount means any discount, preferential pricing, promotion, promotional code, voucher and/or anything having the same or substantially the same effect, able to be applied to the purchase price for goods and/or services through Flossie.com.
Flossie.com means Flossie.Com Pty Ltd ABN 49 622 895 747 and all its related bodies coporate and affiliates, including Flossie.com Limited.
Flossie.com’s Booking System means Flossie.com’s online appointment booking system which may be accessed via the Flossie.com interface.
Goods means any goods that you offer.
Information means any and all information relating to you, your business, your Goods, your Services, and/or your Offers, whether or not provided by you, and including without limitation any brands, company names, trade names, trade marks, domain names, social media tags and accounts, designs, pictures, graphics, photographs and artworks, patents, copyrights, confidential information, and/or other Intellectual Property Rights , in each case whether registered or unregistered.
Insolvency Event means any of the following events:
- a controller (as defined in the Corporations Act 2001 (Cth)) is appointed to the party, or over any of the property of the party;
- the party becomes bankrupt;
- a controlling trustee is appointed to the party, or over any of the property of the party;
- the party or the party’s property becomes subject to a personal insolvency arrangement under part X Bankruptcy Act 1966 (Cth) or a debt agreement under part IX Bankruptcy Act 1966 (Cth);
- the party is unable to pay its debts when they become due and payable;
- the party ceases to carry on business; or
- any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, trade or business or company name, or right of registration of those rights.
Offer means the Goods and/or Services you offer and promote through Flossie.com.
Personal Information has the meaning given to that term by the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time.
Services means any services that you offer.
Supplier Payment means the monies received in cleared funds by Flossie.com in respect of the acquisition of an Offer by a Customer minus the Commission Fee.
Terms & Conditions means these terms and conditions, including as amended from time to time.
Website means Flossie.com or any other website operated by Flossie.com from time to time.