BACKGROUND
A. Buy't operates an online e-commerce platform (the “Platform”), offering various products and services;
B. The Merchant desires to utilise the Platform for the furthering of their business, products and/or services (the “Products”) as per the terms and conditions agreed to from time to time with Buy't
C. The Parties wish to establish a mutually beneficial business relationship by means of membership, consignment, agency, representative, retailer, wholesaler, drop-shipping or as is convenient or beneficial as agreed and appropriate.
D. The objective is one of achieving commerce, sales and business on an electronic platform and e-commerce environment.

The Parties now agree as follows:

OPERATIVE PROVISIONS
1. PRODUCT
1.1. The Merchant hereby applies for membership to the Platform.
1.2. If membership is granted, the Merchant is then a member and can participate on the Platform.
1.3. The Merchant warrants that it possesses all necessary legal rights and titles to its’ Products, all necessary legislative requirements to offer the Products and the Merchant’s business and Products are legal in the country of operation.
1.4. The Merchant guarantees that all Products offered are as described on the Platform, agreeing not to substitute any Product without the customer’s explicit consent.
1.5. The Merchant agrees that all Products are readily available as advertised for dispatch to the customer as per the Merchant’s Terms and Conditions.
1.6. The Merchant agrees to offer all Products at fair market value and at the same value as they may be offering it from time to time on other platforms, in stores or in any other manner.
1.7. The Products value will be comprised of currency, plus a minimum of 25% in an alternative medium of exchange allowed on the Buy't platform OR the Product will be offered for the full value in currency PLUS a reward back to the customer in an alternative medium of exchange allowed on the Buy't platform OR the Product will be sold for 100% alternative medium of exchange.

2. LISTINGS
2.1. The Merchant shall provide comprehensive Product information, including, but not limited to, images, descriptions, specifications, and any other relevant details to aid in the customer’s decision-making process.
2.2. The Merchant agrees that it will honour all guarantees and warranties it offers to the customer and/or ensure the assistance to the customer if the guarantee or warranty is via another party with which the Merchant deals or has an arrangement.
2.3. Buy’t will identify the applicable Merchant as the seller of any listed Products. The Merchant must also clearly identify itself as the seller on all packing slips or other materials included with the order, and as the contact point for any customer returns.

3. SALES AND CUSTOMER SERVICE
3.1. Under this agreement the Merchant must
(a) source, offer, sell, and fulfil the Product in accordance with each order placed through the Platform, this agreement, and any terms the Merchant has provided that are visible on the Platform at the time of the order.
(b) ensure the Product is delivered in the correct quantity, within the specified timeframe, and to the delivery address indicated by the customer in each order.
(c) only cancel orders in accordance with the Merchant’s published terms and conditions.
(d) include all applicable warranty and return documentation with the Product, ensuring they comply with this agreement and all relevant Laws.
3.2. If a customer is dissatisfied or in dispute with the Merchant, the Merchant will promptly attend to the dispute and resolve it to the customer’s satisfaction, including providing a full refund if that enables resolution.
3.3. The Merchant is solely responsible for customer service, dispute resolution, logistics & deliveries where applicable, and customer satisfaction regarding Products on the Platform. Customer service and satisfaction being of paramount importance.
3.4. Buy’t reserves the right to, at its sole discretion, remove, prohibit, refuse acceptance of, or permit a customer to withdraw from, the offering of any particular Product. Buy’t will not be liable to the Merchant for taking such action.
3.5. The Merchant acknowledges and agrees that Buy’t is not a party to the sales transaction between the Merchant and the customer. As such, Buy’t does not control any part of the transaction and makes no guarantees regarding the quality, safety, or legality of the items listed by the Merchant, the accuracy of the listed content, or the shipping and delivery of goods.

4. QOIN GIFT
4.1. The Merchant may be provided with a Qoin Starter Gift when onboarded with Buy’t or provided retroactively based on new Qoin initiatives.
4.2. Any provision of Qoin is provided as a gift and the Merchant is solely responsible for any tax liabilities arising from the receipt of this bonus.
4.3. The Company reserves the right to initiate, amend or withdraw this offer at any time without prior notice, subject to applicable law.

5. FEES AND PAYMENT
5.1. Buy’t will not charge fees for the use of its platform.
5.2. This clause 5 is subject to change in accordance with clause 12.
5.3. In the event of a chargeback or customer refund, the Merchant agrees that the Company may recover the disputed amount from future Merchant payouts or invoice for the shortfall.

6. TERM
6.1. This agreement commences on the date that the Merchant registers for and begins using the Platform to sell goods and services. The agreement will continue indefinitely until terminated in accordance with Clause 7.

7. TERMINATION
7.1. Either party may terminate this Agreement by giving 30 days written notice to the other party.
7.2. Buy't may terminate this Agreement immediately by written notice to the Merchant for cause, including but not limited to:
(a) breach of any provision of this Agreement,
(b) any act exposing Buy't to legal liability or potential financial harm.
(c) violation of any law or regulation.
7.3. Prior to closing its account, the Merchant agrees to fulfil all outstanding orders in accordance with this Agreement and to confirm the contact details that Buy't will provide to customers seeking to contact with the Merchant.

8. DIRECT DEBIT
8.1. For the purposes of the Agreement, Direct Debit Providers means any of the direct debit providers listed on the Buy't Website or the Platform as updated and amended from time to time.
8.2. The Merchant authorises and requests Direct Debit Providers to receive, account and remit payments from the Merchants bank account or any other account provided to us in the future, in accordance with the terms of this Agreement and terms and conditions of the relevant Direct Debit Provider which can be found on the Buy't website.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1. The Merchant will be solely liable for all Loss suffered by Buy’t as a result of any breach of this Agreement by the Merchant, or any act or omission of the Merchant under or in connection with this Agreement.
9.2. Without limiting clause 9.1, the Merchant is solely responsible for any non-performance, non-delivery, misdelivery, theft, or any other error or act related to the fulfilment of the Seller Goods, and must reimburse Buy’t for any Loss incurred or refunds issued in connection with such delivery issues.
9.3. The Merchant indemnifies Buy't against claims arising regarding the Product, the customer, disputes, or violations of law.
9.4. Buy't is not liable for indirect damages, loss of profits, or data arising from the Merchant's use of the Platform.
9.5. Buy't is not a party to the contracts for sale between customers and the Merchant. Unless expressly stated otherwise, Buy't has no control over and does not guarantee the quality, safety, or legality of the items listed, the accuracy or truthfulness of any listing, the Merchant’s ability to sell items, the customer’s ability to pay for items, or whether either the customer or the Merchant will complete a transaction or return an item.
9.6. The Merchant must notify Buy't of all customer disputes, whether settled or not, including details, within 2 days of the dispute's occurrence and keep Buy't informed until the dispute is settled. 

10. EXPLICIT LIMITATION OF WARRANTIES
10.1. Buy't provides the Platform "as is" and makes no warranties, express or implied, beyond those expressly stated in this Agreement. Buy't disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

11. AML/CTF
11.1. The Merchant agrees to provide Buy't with all information and/or documentation reasonably required by Buy't to comply with its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2009 (Cth).

12. CHANGES TO THIS AGREEMENT
12.1. The Parties may, by written agreement, change any provision of this Agreement.
12.2. Buy't, on the provision of 30 days’ written notice, may change any provision of this Agreement without the agreement of the Merchant for one or more of the following reasons:
(a) to comply with any change or anticipated change in any relevant law, code of practice or guidance;
(b) to reflect any decision of a court, ombudsman or regulator;
(c) to reflect a change in our systems or procedures including for security reasons;
(d) as a result of changed circumstances (including by adding benefits or new features);
(e) to respond proportionately to changes in the cost of providing the Platform; or
(f) to make the provisions of this Agreement clearer.

13. COMPLIANCE WITH LAWS AND REGULATIONS
13.1. The Merchant shall ensure that all Products sold and their sale on the Platform and the business of the Merchant comply with all applicable local, state, and federal laws and regulations and will in the future at all times comply. This includes, without limitation, consumer protection laws, product safety regulations, and any other relevant statutory requirements.
13.2. The Merchant agrees that Buy't has made no representations and offered no recommendations as to accounting or taxation procedures the Merchant adopts in its business for the transactions when using the Platform. The Merchant will seek advice regarding accounting and taxation.

14. DISPUTE RESOLUTION
14.1. Disputes
(a) A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (“Dispute”) without first complying with this clause 0 unless:
(i) that Party is seeking urgent interlocutory relief; or
(ii) the Dispute relates to compliance with this clause 0.
(b) Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Document.
14.2. Negotiation
(a) In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (“Dispute Notice”).
(b) Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
14.3. Mediation
(a) If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the Australian Disputes Centre (ADC), with such mediation to be conducted:
(i) in good faith;
(ii) in Queensland; and
(iii) in accordance with the ADC Mediation Guidelines.
(b) The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
(c) If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
 
15. GENERAL
15.1. Governing Law and Jurisdiction:
This Agreement is governed by the laws of Queensland. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland and of Australia.
15.2. Amendments:
(a) The Company may change these Terms or any of its services immediately if it reasonably considers that the change is likely to benefit the Merchant or have a neutral impact on the Merchant.
(b) Subject to these Terms and Conditions, the Company may change any provision of these Terms and Conditions without the Merchant’s consent for one or more of the following reasons:
(i) to comply with any change or anticipated change in any relevant law, code of practice, or guidance;
(ii) to reflect any decision of a court, ombudsman, or regulator;
(iii) to reflect a change in the Company’s systems or procedures, including for security reasons;
(iv) as a result of changed circumstances (including by adding benefits or new features);
(v) to respond proportionately to changes in the cost of providing the Services; or
(vi) to make the provisions of these Terms and Conditions clearer.
(c) Where any of these changes have a detrimental impact on the Merchant, the Company will give the Merchant at least 20 days’ written notice of any change.
(d) If the Merchant does not wish to accept any proposed changes, the Merchant must close its account and terminate this Agreement in accordance with clause 6.
15.3. Notices:
All notices under this Agreement must be in writing and delivered via email or mail to customerservice@buyt.com.au.
15.4. Waiver:
(a) Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Document does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
(b) A waiver must be in writing and will be effective only to the extent specifically set out in it.
15.5. Assignment:
No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Document without the prior written consent of the other Parties. Any purported dealing in breach of this clause is of no force or effect.
15.6. General Terms and Conditions (Privacy, use of information etc):
The Merchant has read and accepts the Buy't Terms and Conditions and the Buy't Privacy Policy available on the Buy't website.
15.7. Severance:
(a) If a provision of this Document is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
(b) If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Document without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Document.
15.8. Counterparts:
This Document may be executed in any number of counterparts that together will form one instrument.
15.9. Entire Agreement:
This document represents the entire agreement between the Parties, superseding all prior negotiations, agreements, and understandings.