Flossie Limited (Flossie) - Terms & Conditions
- You acknowledge that by participating in, and promoting your Goods and/or Services through, Flossie, you agree to be bound by these Terms & Conditions. Your continued participation in, and promotion of, Goods and/or Services through, Flossie 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 and must notify Flossie in writing, and Flossie will within three working days remove your access to the Flossie 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 booking appointments 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 to sell any appointment, as allowed via the Flossie Salon platform in accordance with these Terms & Conditions;
- grant Flossie 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 appointments via any Channel;
- agree that Flossie will receive payment from Customers for appointments via the Flossie Salon platform in accordance with these Terms & Conditions;
- agree and acknowledge that when a Customer books an appointment, Flossie automatically and irrevocably assigns the benefit of its agreement with that Customer in respect of that appointment 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 appointment in accordance with these Terms & Conditions, the terms of the appointment, 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 appointment booked by that Customer, including without limitation to the full face value, at the relevant appointment time, and in accordance with these Terms & Conditions, 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 Service. For the avoidance of doubt, this does not restrict the Customer from acquiring Goods and/or Services directly from you in addition to the original appointment.
- 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 or any of its directors, officers, employees or agents.
- By participating in, and promoting your Goods and/or Services through, Flossie, you will receive the following:
- App: A screen exclusively promoting you, your Goods, your Services and your Employees, a screen listing all of the Goods and/or Services available and a screen per Good, Service, Employee profile, providing all details related to the Good, the Service or Employee;
- Promotion of you, your Goods, your Services and your Employees via the Channels as determined by Flossie, including (unless agreed otherwise in writing by Flossie) alongside other persons (including their goods and/or services) participating in, and promoting goods and/or services through, Flossie 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, your Employees, received from Customers from time to time.
Testing and Reviews
- When you initiate your participation in Flossie you grant Flossie the right to nominate a representative to attend up to 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 or its nominated representatives and will be arranged as soon as possible after you initiate your participation in Flossie.
- You acknowledge and agree that Flossie may at any time publish ratings and reviews relating to you, your business, your Goods, your Services and/or your Employees, via the Channels and whether prepared by Flossie, its representatives, or any other person.
Partner Payment and Commission Fee:
- You acknowledge and agree that Flossie will deduct the Commission Fee from the money held by Flossie prior to making the Partner Payment.
- When a Customer books an Appointment, Flossie will hold the money received in an interest bearing bank account. You must deliver the Goods and/or provide the Services booked in accordance with these Terms & Conditions. Once Flossie has received notice from you that you have delivered the Goods and/or provided the Services the Customer booked, Flossie will pay the Partner Payment to you by direct credit to your nominated bank account on the Thursday of the week after Flossie receives such notification from you.
- Flossie reserves the right to withhold payment from the Partner whereby a Customer books and pays upfront for Goods and/or Services and the credit card has been compromised due to fraudulent activity.
- Each party will bear all of its own costs incurred in respect of the Goods and/or Services (including without limitation any relevant taxes such as GST).
- 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 appointment. The Commission Fee is calculated on that face value of the Goods and/or Services booked, disregarding the deduction or withholding.
- If for any reason a supply made by Flossie 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 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 a tax invoice for the supply.
- With the prior written consent of Flossie, you may offer Discounts to selected Customers. For the avoidance of doubt, notwithstanding the application of any such Discounts, the Commission Fee payable to Flossie will be payable on the face value of the booked Goods and/or Services before any such Discount is applied to the Goods and/or Services.
- 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 promoted in the Directory Listing, or you cannot deliver the Goods and/or provide the Services, 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 at no extra cost to the Customer with no recourse to Flossie; and/or
- provide the Customer with a refund to be dealt with through Flossie. The maximum amount refunded in cash to a Customer by Flossie is limited to the amount paid by the Customer minus any Discount applied to the purchase price for the Goods and/or Services. Where a Customer has applied any Discount to the purchase price, Flossie 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 original appointment with no recourse to Flossie.
- 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, and Flossie will seek to resolve the matter on your behalf. You irrevocably authorise Flossie 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.
- Flossie has the right to charge the Partner will on all Services promoted through Flossie where the Customer is dissatisfied in any way with the Service acquired through Flossie. Any such refund will be dealt with through Flossie. The maximum amount refunded in cash to a Customer by Flossie is limited to the amount paid by the Customer minus any Discount applied to the purchase price for the Goods and/or Services. Where a Customer has applied any Discount to the purchase price, Flossie 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 against all costs, liabilities, and damages (including Consequential Loss) that Flossie may suffer in any way related to your participation in Flossie, your Goods and/or your Services, including without limitation as a result of your inability to meet your obligations or under the Australian Consumer Law. You indemnify Flossie, and agree to pay on demand, any amount Flossie refunds to a Customer on your behalf to satisfy Flossie’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 purchases your Goods and/or Services but does not attend the appointment time (i.e. a “no-show”) you will still be paid the Partner Payment.
- Flossie reserves the right to withhold payment from the Partner whereby a Customer purchases your Goods and/or Services and the credit card has been compromised due to fraudulent activity.
- You must provide Flossie with full details of your cancellation policy and any amendment to that policy from time to time, and Flossie 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 from the date that is five days after you notify Flossie in writing of such amendment. If you do not provide Flossie with full details of your cancellation policy then Flossie will apply its default policy, namely that a Customer will not receive a refund for an appointment if it seeks to cancel the appointment at any time that is 24 hours or less prior to the appointment time comprised in the appointment.
- Any cancellation of an appointment will be undertaken through Flossie and you will direct any Customer seeking to cancel an appointment to do so through Flossie. Flossie will (in its discretion) adopt the cancellation policy you have provided to Flossie, or if you have not provided one then Flossie will apply the default cancellation policy.
- Subject to the applicable cancellation policy (unless agreed otherwise in writing by Flossie), a Customer may reschedule the appointment time by contacting you or through Flossie and you must use commercial reasonable endeavours to confirm an alternative appointment time that is satisfactory to the Customer as soon as practicable following contact from the Customer.
- If an alternative appointment time is achieved, then at the time that the alternative appointment time is confirmed with the Customer you must update your Flossie interface so that the applicable reminders, commission rates etc. apply in respect of the alternative appointment time. For the avoidance of doubt, Flossie may (but is under no obligation to) adjust the Commission Fee payable in respect 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 in connection with this agreement and Flossie’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’s liability for such failure is limited to (at Flossie’s election):
- in the case of a supply of goods, Flossie 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 supplying the services again or paying the cost of having the services supplied again.
- Subject to paragraph 28, any liability of Flossie 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 via its Channels, these Terms & Conditions, or the exercise or purported exercise of any rights conferred on Flossie 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 is relying on the accuracy of the Content you supply, subject to paragraph 28, Flossie does not warrant or guarantee the accuracy or completeness of any Content about you or your Goods and/or Services presented or promoted through Flossie 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 Employees. Flossie 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 interface to correct any inaccuracies or, if you cannot correct such inaccuracy, you will notify Flossie of any such inaccuracy with a request that it be amended. Flossie will seek to make any such amendment within 14 days of receipt of such written notification from you;
- Flossie may at any time edit or remove any Content provided via the Channels where it is determined by Flossie such Content breaches these Terms & Conditions or any applicable laws and regulations, or is otherwise inappropriate or objectionable;
- Flossie is not responsible for any communications between you and any user of Flossie (including Customers), whether or not such communication has occurred as a result of use of the Flossie; and
- you are solely responsible for the acts and omissions of your employees, contractors or agents that acquire access to Flossie’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 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 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 and does not, or will not, infringe the Intellectual Property Rights of any person;
- you will honour all Goods and/or Services 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 Goods and/or Services 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 and any Content about you so as to allow Flossie to promote such Information via the Channels without infringing the Intellectual Property Rights of any person;
- you irrevocably authorise Flossie, 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.
- You indemnify Flossie, 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 and/or your Services through Flossie via its Channels, any Information or Content provided by you to Flossie, 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, redemption of any Goods and/or Services, or as a result of any breach of these Terms & Conditions (including any warranty) by you.
- Flossie is not responsible under any circumstance to you or any person for any failure of, or interruption to, the Channels, your Flossie interface, or any booking system software you may own or use, at any time.
- Flossie does not warrant or represent that the Flossie interface, including the Flossie 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 under these Terms and Conditions, and otherwise comply in all respects with your obligations under the Privacy Act.
- You must give all assistance Flossie requires and comply with all directions Flossie 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 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 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’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.
- If you consent to Flossie disclosing your Personal Information to its overseas Associates (including those in New Zealand), than Australian Privacy Principle 8.1 (which requires Flossie 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 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 gives to you, then you must immediately notify Flossie about the Data Breach and any other information requested by Flossie.
Variation & Conflict:
- Flossie may amend these Terms & Conditions at any time. Flossie 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 (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 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 appointment and these Terms & Conditions, these Terms & Conditions will prevail for all purposes.
- If a dispute arises between you and Flossie 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.
- Flossie gives no warranty that participation in and promotion of your Goods and/or Services using Flossie, does not infringe the Intellectual Property Rights or other rights of any third party.
- Flossie may terminate your participation in Flossie 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 may terminate immediately by giving you notice. On or any time after termination, Flossie will remove your access to the Flossie 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 book appointments from the date of such removal.
- If your participation in Flossie is terminated at any time, any Goods and/or Services that have been acquired by Customers in the period before Customers cease to be able to acquire your Goods and/or Services through Flossie must be honoured by you strictly in accordance with these Terms and Conditions. However, Flossie reserves the right to cancel any appointments 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’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 markets, promotes, transmits, sells and/or distributes an appointment through, 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, you, a Customer, a user of Flossie, or any other person.
Customer means any person booking an appointment 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; (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.
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.
Flossie means Flossie Pty Ltd ABN 49 622 895 747 and all its related bodies corporate and affiliates, including Flossie Limited.
Flossie’s Booking System means Flossie’s online appointment booking system which may be accessed via the Flossie interface.
Goods means any goods that you offer.
Information means any and all information relating to you, your business, your Goods and/or your Services 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.
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.
Partner Payment means the monies received in cleared funds by Flossie in respect of the booked appointment by a Customer minus the Commission Fee.
Terms & Conditions means these terms and conditions, including as amended from time to time.