Terms & Conditions

(a) operates an online Marketplace that allows Listers to list their products on our Website, or to link their own web store to our App;
(b) provides fulfilment of Purchaser orders, including the manufacturing and delivery of Products, on behalf of Listers via the Marketplace or via Listers’ own web store; and
(c) facilitates the receipt and transmission of payment for Purchaser orders, shipping costs and Sale Proceeds to the Lister.

1.2 You should read these Terms carefully as they apply to your use of the Platform.

1.3 By using or accessing the Platform you indicate your acceptance of these Terms. By accepting these Terms, you agree to the obligations imposed on you under these Terms and, in exchange, we agree to provide you with access to the Platform. If you do not agree to these Terms you should immediately cease accessing and using the Website.

1.4 We reserve all rights to alter these Terms at our discretion. Each time you use the Platform, it is your responsibility to ensure that you are aware of our current terms. Your continued use of the Platform following the posting of changes to these Terms will be deemed your acceptance of those changes.

1.5 These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform and Services or until terminated in accordance with this Agreement

“Agreement” or “Terms of Service” means these Terms of Service;
“App” means the Imprint Merch web application, that utilises the Shopify API, available via our Website, and any associated services, software, networks or processes;
“Designs” means a Lister’s drawings, artwork, logos, graphics images, photographs or any other material, which is uploaded to the Platform in high-resolution for sale;
“Intellectual Property” means all rights in patent, copyright, trade names, trademarks, logos, designs, algorithms, images (including still images, and audio and audio-visual media);
“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
“Lister” means any person or entity who uploads and lists Products for sale on the Platform;
“Marketplace” means the online portal located on or via the Platform through which certain Products can be listed, bought and sold;
“Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Website, or otherwise displayed, uploaded or published on, or via, the Website;
“Payment Processing Services” means any services that we provide pursuant to these Terms which are to be used to process payments in relation to purchases on the Platform;
“Platform” means the Imprint Merch Platform operated by us, including the Website and App;
“Privacy Policy” means our privacy policy, available at: https://imprintmerch.com.au/pages/privacy-policy
“Product” means any Design which is produced into physical form by a manufacture;
“Purchaser” means any person or entity that purchases Products listed by a Lister for sale on the Platform;
“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Website including, but not limited to, your name, date of birth, gender and contact details;
“Sale Price” means the advertised price that a Lister advertises for the sale of its Product;
“Sale Proceeds” means the amount paid by and received from a Purchaser as payment for a Lister’s Product;
“Services” refers to the provision of the Platform and any associated services we provide pursuant to these Terms;
“Service Fee” means the fee we charge Listers for hosting the Marketplace, facilitating transactions and ordering and fulfillment via the App;
“User” means any person or entity using the Services, whether they are a Lister, Purchaser or a person who browses, visits or otherwise uses the Platform or the Services; and “Website” means the Imprint Merch website located at www.imprintmerch.com.au, all associated sub-domains and any other website operated by us from time to time.

2.2 Any reference in this Agreement to the singular includes the plural, to any general includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified.

3.2 An unregistered User, including Purchasers, may search the Website and make purchasers without an account.

3.3 You must ensure that your access to, and use of, the Services and Platform is not illegal or otherwise prohibited by laws that apply in your jurisdiction.

3.4 Any information on the Website or otherwise provided to Users is supplied in good faith but we do not guarantee its accuracy or completeness. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information.

3.5 You are responsible for verifying the identity and authenticity of a Lister and its Designs. Despite our use of reasonable endeavours to verify the identity of Listers on the Platform, you acknowledge that, to the extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any Lister, nor the capacity, ability or willingness of the Lister to transact with you.

3.6 The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise the Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.

3.7 You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services.

3.8 While using the Platform, and any associated Services, you must not:
(a) misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;
(b) attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;
(c) engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services;
(d) attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;
(e) engage in any abusive or derogatory behaviour; or
(f) advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.

3.9 We may contact you by email. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.

4.2 If you register for an account and your registration is accepted by us, you will have access to the Services and will be able to upload Designs for sale and set the price for the sale for each Design. You will also be able to access your purchase history and receipts.
We reserve the right to decline your registration request if you do not pass our verification process.

4.3 If you are under the age of 18 years, we may ask you to confirm that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf. Even if we do this, by submitting Registration Data to us, you acknowledge that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf.

4.4 If you are a parent or guardian who has permitted a person under the age of 18 (a “Minor”) to create an account, you agree to:
(a) exercise supervision over the Minor's use of our Services and their personal account with us;
(b) assume all risks associated with the Minor's use of our Services and their account, including the transmission of content or information to and from third parties via the internet;
(c) assume any and all liabilities resulting from the Minor's use of our Services and their account;
(d) ensure the accuracy and truthfulness of all information submitted to us and the Platform by the Minor; and
(e) provide the necessary consents contained in these Terms on behalf of the Minor.

4.5 We reserve the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Platform by that Minor.

4.6 If you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and/or as required by us.

4.7 If you provide us with Registration Data, you consent to the following:
(a) we may provide your Registration Data to Listers for the purposes of providing you with the Services;
(b) you may receive emails from us regarding details of your registration, orders and/or purchases made through your account, and/or information relating to your access and use of the Services and your account; and
(c) from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.

4.8 You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.

4.9 You agree that you have sole responsibility for any activity that occurs on your account. You must keep your account details and password secure, as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.

5.1 Listers agree that they will upload Designs in high-resolution and agree that if Designs are not in high resolution, we may at our sole discretion remove Designs from the Platform and request that Designs be reloaded in high-resolution.

5.2 The Sale Price for a Design is set by the Lister via the Platform and cannot be changed once a Purchaser has submitted an order to the Platform.

5.3 The Lister authorises Imprint Merch to collect, hold and distribute Sale Proceeds received from the Purchaser. Imprint Merch will also charge the Purchaser the shipping fee, which will be retained by us and applied to shipping costs.

5.4 You authorise Imprint Merch to deduct a Service Fee of 15% from the Sale Proceeds for your Design before distributing your margin (which will include tax where applicable).

5.5 We will pay you the balance of the Sale Proceeds via the payment method you have selected on the Platform, which will be either PayPal or bank transfer.

5.6 It is your responsibility to ensure Imprint Merch has correct and current details of your postal address and relevant bank account. Imprint Merch will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified Imprint Merch of any amendment to the payment method details in that time your margin proceeds will be forfeited to Imprint Merch or donated to a charity of our choice.

(a) Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Services Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the merchandise. This may include Sales Tax, VAT, GST and other transactional taxes;
(b) Imprint Merch will not collect or pay taxes on the Lister’s behalf as Imprint Merch is merely acting as a payment agent in providing the Services. The amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. If you are registered for VAT in the EU, Imprint Merch may, upon your request, provide you with a VAT invoice for any charges levied by us; and
(c) all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.

6.2 If you have an Australian Business Number (ABN) or Value Added Tax (VAT) you may submit your ABN or VAT to the website where requested. If you do not have an ABN or VAT, or if you elect not to submit your ABN or VAT to the website, you will be required to provide more information about the circumstances under which you are offering your products for sale on the website, including whether any of the Australian Taxation Office (ATO) or appropriate tax authority exemptions apply to you.

7.1 All prices listed on the Platform are in Australian Dollars and exclusive of goods and services tax (GST) unless otherwise specified. Prices are subject to change without notice.

7.2 You acknowledge and agree that a listing on the Platform of Designs by a Lister constitutes mere information and does not form part of any offer to sell those goods and/or services.

7.3 For the avoidance of doubt, all purchases and/or payments made pursuant to any agreement which utilises the Services is between the Purchaser and the Lister to the exclusion of us

8.2 The Purchaser bears sole responsibility for verifying any terms and conditions imposed by the Lister in relation to the sale of Products.

8.3 You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

8.4 If your nominated payment method triggers our internal suspect transaction protocols, we may contact you to confirm additional details, or rescind the transaction. In this case, until your order has passed our fraud prevention protocols your order will not be fulfilled. If you do not provide the requested information within 7 days, your order will be cancelled, and your payment will be refunded back to you via the method in which you paid. These information requests are sent to help protect credit card holders from online fraud though we provide no guarantee that we will identify any or all instances of online fraud that may occur in relation to any order made on or via the Site.

8.5 Charging for orders happens 1-2 business days after the Imprint Merch App recieves the order. Make sure that you have sufficent funds in the nominated account attached to the Imprint Merch app. If your account has insufficent funds in it at the time of charge you will be nofified via email to top up your account. If your nominated payment method fails due to incufficent funds for 10 consecutive business days in a row, your order will be cancelled and removed from our ordering system. Responsitbilty to reconcile any products and in the order will be between you and your customer at this point.

9.2 Listers are to provide clear instructions to us for manufacturing of Products. We take no responsibility if failure to provide correct manufacturing instructions.

9.3 All weights, heights and other measurements listed on the Product specifications are provided for reference and are approximate only (unless otherwise provided in writing). Variances in sizing are impossible to avoid during production. The measurements provided are just an indicator of sizing, please allow for variations. We reserve the right to alter the specifications of Products without notice. Such alterations do not entitle you to return a Product or cancel an order.

9.4 Slight colour variations in Product displayed on the Site and their actual colour may occur due the setting and type of computer/mobile device which you are using to view the Platform.

10.1 Delivery will be facilitated by us and pursuant to the Purchaser’s and Lister’s instructions. All deliveries will be made by Australia Post or another courier service if Australia post is unavailable.

10.2 The delivery fee will be paid for by the Purchaser at the price indicted at the time of purchase.

10.3 The delivery fee will vary depending upon the size and price of the Product, as well as the method of delivery, the location for delivery and any taxes or duties that may be charged in relation to delivery of the order.

10.4 International delivery fees do not include insurance or any taxes or duties which may be applied by customs at the destination country and any duties or taxes incurred are the responsibility of the person who placed the order.

10.5 Accordance with Australian export regulations we are required to declare the exact value of all items and identify the order as dutiable “merchandise”. We are also prohibited by law from identifying an order as a “gift” for export purposes, even if you have placed the order with the intention of delivery to a gift recipient.

10.6 We will use reasonable endeavours to ensure that all Products are delivered in a prompt and timely manner. However, delivery dates are estimates only and factors outside our control may result in delays to delivery. The estimated date of delivery may change without notice. We do not accept any liability for loss or damage suffered by you or anyone as a result of any such delays.

10.7 You acknowledge and agree that it is your responsibility to ensure that you have nominated the correct delivery address and provided sufficient and appropriate details to identify the recipient in making an order, and we are not responsible for any misplaced Products for delivery of any order to an unintended recipient as a consequence of incorrect details.

11.1 If a Product is damaged, incorrect or faulty, you must contact us as soon as reasonable at info@imprintmerch.com.au to arrange your return or exchange. You must comply with directions or instructions given by us or the manufacturer in relation to the return of damaged, faulty or defective Products. Refunds may take up to ten (10) Business Days to be processed.

11.2 It is the Purchaser’s responsibility to ensure that returned Products are returned safely and within a reasonable period of time. We accept no responsibility for Products lost in transit.

11.3 To the maximum extent permitted by law, orders may not be cancelled once they have been confirmed via the Platform, unless as otherwise outlined in these Terms and Conditions.

11.4 To the maximum extent permitted by law, where the benefit of any such condition, warranty or other obligation is conferred upon you pursuant to any of the Acts, our sole liability for breach of any such condition, warranty or other obligation is limited to supplying the Products again or payment of the cost of having the Products supplied again.

11.5 To the maximum extent permitted by law, we will not provide you with a refund, or exchange or repair the Products purchased by You on, or via, the Site where:
(a) the Products are damaged through misuse or abnormal use; or
(b) the warranties required under the Australian Consumer Law or any manufacturer’s warranty do not apply.

12.2 Each order (once confirmed by us in writing) represents a separate agreement between the parties (and each separate order placed by you on, or via, the Platform will be subject to this Agreement).

12.3 We reserve the right, at our absolute discretion, to cancel your order at any time prior to dispatch of the Products, or the provision of the Services, to you.

12.4 If an order has been cancelled, refused or cannot be met due to unavailability of Products, funds paid in relation to that order will be refunded in full as soon as is reasonably practicable.

12.5 We accept no responsibility for orders that are declined, misplaced, not received or not accepted due to disruptions caused to our internet connections or our computer systems

12.6 Where you have provided an incorrect or incomplete delivery address for your order and your order is returned to us, we may redeliver the order at your request and charge a redelivery fee for each subsequent delivery attempt.

12.7 While we do our best to ensure that the Platform reflects our available stock, we do not guarantee the availability of any Products displayed or ordered on, or via, the Platform.

12.8 To the maximum extent permitted by law, we reserve the right to refuse a sale to any Purchaser.

13.2 If a discount code is entered at the checkout, it has the effect of applying a discount solely across the cost of the Products. Any associated delivery costs and service fees will be unaffected by the discount code.

14.2 If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
(a) immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your account);
(b) take any other legal action against you; or
(c) refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.

14.3 We may, at our absolute discretion, terminate these Terms or cease to supply you with access to the Website and/or the Services, if:
(a) it transpires that you have provided false or misleading information on the Website;
(b) you are found by us to be offensive or abusive to another User; or
(c) you fail to pay any fees or charges payable by you on time or at all.

14.4 If your access to the Platform and/or the Services is terminated for any reason, we will be entitled to payment for any outstanding fees or charges properly incurred by us up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in these Terms

15.2 You agree to use your reasonable endeavours to ensure that the information that you supply Us or any Lister is complete and accurate and notify us (and, if relevant, the Lister(s)) in writing if there is any change to the information supplied.

15.3 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.

15.4 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

16.2 To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to goods or services sold, or advertised, via the Platform (including any dispute or complaint regarding refunds, payment, goods or services). You should address such complaints directly with the Lister.

16.3 You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Platform, the Website or these Terms.

16.4 You agree that, unless otherwise required by law, our maximum aggregate liability to you under these Terms will be no more than the value of the order or orders processed via the Platform, or $100 – whichever is the lower.

16.5 The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

16.6 This clause 16 survives termination or expiry of these Terms.

17.2 You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Website, the Services and any breach by you of these Terms.

17.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any User due to your actions, and you indemnify us from and against any and all claims by any User in relation to your actions (including content created and posted by you).

17.4 This clause 17 survives termination or expiry of these Terms.

18.2 When a Lister submits or uploads content to the Platform, they represent and warrant that:
(a) they own all copyright in the content, or if they are not the owner, they have permission to use the content, and that they have all the rights required to display, reproduce and sell the content;
(b) the content they upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity;
(c) the content does not contain material that will defame or vilifies aby person, people, races, religion or religious grounds and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
(d) the content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
(e) the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.

18.3 You agree to indemnify Imprint Merch in respect of any direct or indirect damage caused due to your breach of one or more of these warranties.

18.4 Imprint Merch reserves the right to review and remove any content from the Website and cancel your account, because that content breaches your agreement with us, any applicable laws, or otherwise.

18.5 You acknowledge that all Intellectual Property Rights in the Services and Platform are the property of us (or our licensors) and your use of, and access to, the Services and Platform does not give you any rights, title or interest in or to the Services, or Platform. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services and Platform or any part of the Services or Platform.

18.6 You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services.

18.7 You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Services and Platform on another website or commercialise any information obtained from any part of the Services, Marketplace or Website without our prior written consent.

19.2 Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company, or that defames or vilifies any person, people, races, religion or religious group, is obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable. Imprint Merch reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content.

19.3 We request that any inappropriate content be reported to us immediately at sales@makemerchandise.com.au.

(a) if the complaint relates to a Product or design, or payment to a Lister, please contact the relevant Lister directly about the complaint; or
(b) for any other complaints, contact us at info@imprintmerch.com.au in the first instance and allow us reasonable time to consider your complaint, determine a possible solution and notify you of the solution.

22.2 You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

22.3 The Platform must not be framed on any other website.

24.2 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.

24.3 These Terms are governed by the laws of New South Whales, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.