By signing the Seller Agreement Form to become a Seller on our Online Store you agree to be bound by these Seller’s Terms and Conditions (Seller Terms).

About the Online Store

 The Online Store is a curated online platform by Bush Exchange whereby we sell and market your Products on your behalf. Be entering into an Agreement with Bush Exchange you will contract with the buyers directly in relation to the sale of goods. In other words, we act as agent between you and the buyer.

We facilitate the Customer transaction, and hold their monies on your behalf until we account for our Commission and your Payout in accordance with these Terms.

The Products are shipped by you directly to the Customer and do not come into the ownership or possession of Bush Exchange at any time.

Bush Exchange doesn’t see itself like any other online store/marketplace. Our vision, mission and values make our brand unique in the way we want to share the story and Products of our Sellers. You acknowledge that we only agree to list Sellers and particular Products that align with our brand and individual aesthetic. We reserve our right to:

a. approve or reject any information or Products submitted to us for the purpose of uploading to our Online Store; and

b. determining the manner in which the Seller’s information or Products are curated and presented on our Online Store.

Bush Exchange may amend the Seller Terms and Conditions and the applicable Commission Rates and Fees from time to time and will notify the Seller of any such amendments. The Seller may terminate this Agreement at anytime if it no longer wishes to remain a Seller on our Online Store. 

  1. Definitions

“ABN” means Australian business number.

“Agreement” means the agreement between Bush Exchange and a Seller in relation to us selling the Seller’s goods on their behalf via our Online Store incorporating these Terms and the Privacy Policy, as amended from time to time.

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“Bush Exchange, we, us, our” and similar terms refers to The Australian Bush Exchange Pty Ltd ACN 626 190 627.

“Claim” means any claim, action, liability, proceeding or demand of any nature however it arises.

“Commission” means the percentage of the Seller’s Net Proceeds, including GST, specified in the Schedule of the Seller Agreement Form.

“Confidential information” means information that is by its nature confidential but does not include information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under these terms and conditions and includes our documentation, pricing, marketing strategies, information and related documents to the Online Store.

“Consequential Loss” means indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity or loss of data.

“Customer(s)” means a person that purchases a good or Product from the Seller via our Online Store.

“Customer Shipping Costs” means any shipping costs that have been charged to and received from a Customer in relation to the purchase of a Product from the Online Store, in addition to the Product’s purchase price.

“Customer Terms” means the standard terms and conditions that apply to the offer, sale and supply of Products to Customers on the Online Store.

“Fee” means a fee which the Seller has agreed to pay to Bush Exchange.

“Fulfilled” means when the Seller has shipped Goods to a Customer and notified Bush Exchange, in the agreed manner, of same, together with the Seller Shipping Costs and tracking number and details if available. 

Goods/Products” means any goods or Products of the Seller’s for sale via our Online Store.

“Gross Proceeds” means the total monies received by the Merchant from the Customer to purchase a Product from the Online Store together with any Customer Shipping Costs charged in addition to the Product purchase price (if any).

“GST” means any form of goods and services tax payable under the GST Legislation.

“GST Legislation” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks (registered or unregistered), designs, patents, circuit layouts, business and domain names, inventions and other results of intellectual activity.

“Net Proceeds” means the Gross Proceeds less any Customer Shipping Costs, if charged, otherwise less the Seller Shipping Costs.

“Non-Excludable Provision” means a guarantee, term, condition, warranty, right or remedy implied or imposed by any Australian statute (for example, the Australian Consumer Law) or regulation which cannot lawfully be excluded or limited under the terms of that statute or regulation.

“Online Store” means the online trading Website operated by Bush Exchange whereby we sell Products on behalf of the Seller and Products are purchased by Customers. 

“Online Platform” means the Online Store together with other online mediums used by Bush Exchange, including but not limited to Facebook, Instagram, Pinterest and LinkedIn, to channel Customers to our Online Store

“Order” means an order placed by a Customer to purchase a Product from the Seller via our Online Store.

“Payout” means the Gross Proceeds, minus the Sellers Fees.

“Privacy Law” means:

a. the Privacy Act 1988 (Cth); and
b. any other law that governs the use, disclosure or management of data or information relating to persons which applies in to Bush Exchange.

“Privacy Policy” means the Privacy Policy of Bush Exchange as updated by us from time to time.

“Returns, Refunds and Disputes Policy” means the Returns, Refunds and Disputes Policy of Bush Exchange, which is available here.

“Seller, you, your” and similar terms refers to you the person contracting with us pursuant to the terms of this agreement.

“Seller’s Brand and Product Information” means the information and images requested by Bush Exchange to share the Seller’s profile, story and Products via our Online Platforms and other marketing channels.

“Seller’s Fees” means Commission and any other Fees agreed to be paid by the Seller to Bush Exchange, each expressed as GST inclusive unless otherwise advised.

“Seller Shipping Costs” means any costs or charges that the Seller pays to fulfill an Order.

“Seller’s Website” means a website published by or on behalf of the Seller and includes any website through which the Seller offers Products for sale, other than the Bush Exchange Online Store.

“Seller’s Terms and Conditions” means the standard terms and conditions that apply to the offer, sale and supply of Products to Customers on the Online Store, as set out herein.

“Standard Customer Terms” means the standard terms and conditions that apply to the offer, sale and supply of Products to Customers on the Online Store, which are available here.

“Term” takes its meaning from clause 16 a.

"Website" means the website located at, its subdomains and any future URLs that Bush Exchange may register and link to this Website.

1. Agency Relationship

a. The Seller appoints Bush Exchange as the Seller’s agent to:

i. upload and curate the Seller’s Brand and Product Information to the Online Store and Online Platform;

ii. offer and sell Products that the Seller and Bush Exchange agree can be shared via the Online Store;

iii. enter into agreements with Customers for the sale of such Products on the Standard Customer Terms and any other terms and conditions permitted or contemplated under this Agreement; and

iv. do all things necessary or desirable in relation to the promotion, sale and supply of the Seller’s Products on the Online Store and Online Platform, including promotion through print catalogues, print advertisements, Google AdWords and other print and electronic media channels.

b. The relationship between the Seller and Bush Exchange is one of principal and agent. Bush Exchange acts solely as the agent of the Seller.

c. When a Customer purchase a Product from the Online Store, the contract for sale is formed between the Customer and Seller.

d. The Seller is solely responsible for shipping the Products to the Customer directly.

e. When a Customer makes a purchase on the Online Store, Bush Exchange in its capacity as the Seller’s agent will generate an invoice for that transaction. The Seller will not render any separate or additional invoice in respect of such sale.

f. Bush Exchange also provides various marketing and advertising services to promote the sale of the Seller’s Products.

3. Seller’s Fees and Payout

    a. The Seller will pay Bush Exchange the Sellers Fees, which include:

    i. the Commission on each Order; and
    ii. any other Fees agreed to be paid from time to time.
      b. Customer payments collected by Bush Exchange in relation to each Order will be held on your behalf until we have been notified by you that the Order has been Fulfilled and we have had time to process our invoice and Payout amount in accordance with this clause.
        c. Bush Exchange will invoice the Seller for Commission on Orders Fulfilled during the previous week and any other applicable Fees. The invoice will include a statement showing how the Gross Proceeds, Net Proceeds, Commission and Payout has been calculated, including any adjustments as required, such as for refunds, credits or offsets.
          d. Payout amounts together with any adjustments will be paid to the Seller by electronic funds transfer during the business week it issues invoices and statements in accordance with clause 3.c.
            e. If the amount of such invoice is greater than the amount collected in Sellers Fees for that invoice period, Bush Exchange may at its discretion either:
              i. offset it against amounts payable to the Seller in subsequent invoices; or
              ii. invoice the Seller for the difference, payable within 14 days of the invoice date.
                f. For an Order to be considered Fulfilled so that Bush Exchange may issue an invoice, statement and Payout in accordance with this clause the Seller is required to notify Bush Exchange once the Goods have been shipped on that same day. Such notice must include:
                  i. proof of Seller Shipping Costs (if no Customer Shipping Costs charged); and
                  ii. tracking number and details (if available).
                    g. Notice in accordance with clause 3.f. will ensure that we can:
                      i. Calculate the Net Proceeds and our Commission before arranging; payment of the Payout in accordance with clause 3; and
                      ii. assist the Seller and its customer to track the progress of the shipment and or recover a lost package.
                        4. GST
                          a. This clause applies only to Australian Sellers.
                            b. The Seller must supply a valid ABN.
                              c. It is highly recommended that the Seller is registered for GST. In the event, the Seller is not registered for GST, then the Seller will not be able to claim GST on their sales.
                                d. All Fees charged by Bush Exchange to the Seller are inclusive of GST. 
                                  5. Seller’s Brand and Product Information
                                    a. Upon entering this Agreement and prior to uploading any Products to the Online Store, the Seller agrees to cooperate with Bush Exchange to forward the Seller’s Brand and Product Information in the agreed manner as soon as practicable so that Bush Exchange can upload and curate same to the Online Store.
                                      b. The Seller acknowledges that Bush Exchange may determine in its sole discretion:
                                        i. what brand information and Products Bush Exchange will share on their Online Store and Online Platform;
                                        ii. the nature of all Sellers featured on the Online Store and Products for purchase using the Online Store (including Products that are similar to the Seller’s Products); and
                                        iii. the manner in which the Online Store is curated and presented (including the arrangement of content, the categorisation of Products, the order in which Products and Sellers are presented, features, functionality, advertising, marketing, links, anything shared via our Online Platform, and the general ‘look and feel’ and aesthetic).
                                          c. The Seller acknowledges and agrees all of the Sellers Products have to be submitted to Bush Exchange for approval along with relevant Product information before they are made available on the Online Store, which Bush Exchange may approve or reject in their sole discretion.
                                            d. If the Seller’s Brand and Product Information is not received in the manner as requested, Bush Exchange reserves their right to not feature that Seller or a particular Seller’s Product on the Online Store.
                                              e. If at any time either party is dissatisfied with the presentation or sales performance of the product on the Online Store they may have it removed on notice to the other party.
                                                f. The Seller must not do anything that adversely affects the reputation or goodwill of Bush Exchange or the Online Store. Bush Exchange may immediately remove any Seller or Product if Bush Exchange believes that it fails to comply with this Agreement, or that it is hindering the reputation or brand aesthetic of Bush Exchange.
                                                  g. Anything shared about the Seller or the Seller’s Products on the Online Store or Online Platform may be re-shared by the Seller provided that Bush Exchange is mentioned, credited and details of our Online Store are provided.
                                                    h. The Seller must not use any of the content created by Bush Exchange to direct traffic to the Seller’s own website.

                                                      i. The Seller will ensure that the Seller’s Brand and Product Information:

                                                      i. is accurate, complete, up-to-date and not misleading or deceptive;
                                                      ii. does not contain any virus or other malicious code;
                                                      iii. complies with all applicable laws;
                                                      iv. is not defamatory, indecent, obscene, vulgar, pornographic, offensive or of doubtful propriety;
                                                      v. is not discriminatory to any group of persons including groups defined by reference to colour, race, sex, origin, nationality or ethnic or national origins; or
                                                      vi. is not offensive or denouncing of political or religious beliefs.

                                                        6. Privacy
                                                          a. The Seller agrees to Bush Exchange handling its personal information in accordance with the Bush Exchange Privacy Policy. Bush Exchange may amend its privacy policy in its sole discretion. If amended the new version will be posted on the Website. 
                                                            7. Seller’s terms of supply
                                                              a. The Seller will offer, sell and supply Products to purchases who use the Online Store on the Standard Customer Terms and on no other terms and conditions.
                                                                b. The Seller acknowledges that Bush Exchange is not responsible for providing the Seller with any legal advice to this Agreement and the Standard Customer Terms. The Seller should obtain its own legal advice to determine whether this Agreement and the Standard Customer Terms are suitable for the Seller and its Products.
                                                                  c. The Seller may determine the Purchase Price and Customer Shipping Costs (including whether it is ‘free shipping’) of each Product, in its sole discretion, so long as it is consistent with shipping costs normally charged or not charged by the Seller for that type of Product elsewhere. 
                                                                    d. The parties acknowledge and agree that Customer Orders constitute offers from Customers which the Seller must instruct Bush Exchange to accept or reject within 7 days from the Seller receiving notification of a Customer Order.

                                                                                  The Seller may instruct Bush Exchange of such acceptance by: 

                                                                      i. Fulfilling the Customer Order in accordance with clause 3.f.; or
                                                                      ii. Notifying Bush Exchange that is has accepted the Customer Order and is preparing for Fulfilment in accordance with the shipping timeframe specified in the relevant Product description.

                                                                        If the Seller instructs Bush Exchange to reject the offer Bush Exchange will notify the Customer of same and issue them with a refund.  

                                                                                    If a Seller fails to comply with this clause within 14 days, Bush Exchange may cancel the Customer Order at the Customer’s request (withdraw the offer) and issue the Customer with a refund.

                                                                        8. Customer Orders, payment and fulfilment
                                                                          a. Any order placed through our Online Store is deemed as an offer by the Customer to the Seller to purchase Good/s in accordance with the Customer Terms. If you accept such offer, then an agreement is formed between you and the Customer for the subject Good/s in accordance with these Terms.

                                                                          b. The Seller may accept or reject a Customer’s Offer, prior to withdrawal by the Customer, by giving notice to Bush Exchange in accordance with clause 7.f..

                                                                          c. If a Customer places an Order:
                                                                          i. Bush Exchange will collect payment for that Order on behalf of the Seller using the payment mechanisms made available by Bush Exchange, provided however that Bush Exchange may decline to collect or process any payment at its discretion (for example, in the case of fraudulent or suspicious Orders); and
                                                                          ii. upon receipt of payment for the Order, Bush Exchange will notify the Seller of the Order by electronic message.

                                                                          d. Upon notification of an Order, the Seller will instruct Bush Exchange to either accept or reject the Order in accordance with clause 7.f.
                                                                            e. If the Seller ships a Product in fulfilment of an Order and the Customer does not receive the Product for any reason, the Seller will promptly ensure that either alternative fulfilments arrangements are executed or a Customer refund is arranged with Bush Exchange. If the Seller has already received their Payout, Bush Exchange will invoice the Seller for the full refund amount required to be paid to the Customer and reserves their right to keep their Commission on the subject Order.
                                                                              f. The Customer is entitled to request a refund on any orders that have not been fulfilled in the manner stipulated in the Product description.
                                                                                g. The Seller must comply with any obligations it has pursuant to the Australian Consumer Law and indemnifies Bush Exchange for any claim or loss incurred as a result of the Sellers unlawful activities.
                                                                                  9. Returns, refunds, disputed payments and dissatisfied Customers
                                                                                    a. The Seller must adopt and adhere to the Returns, Refunds and Disputes Policy. The Seller may also offer Customers additional rights or return of replacement provided that such rights are more favourable to the Customer. The Seller cannot refuse any returns, repairs or replacement if they are required to return, repair or replace the item under the Australian Consumer Law.
                                                                                      b. If a refund is made to a Customer:
                                                                                        i. if the seller has not received its Payout, then Bush Exchange may process such refund to the Customer on the Sellers behalf and will not charge Commission in relation to the sale in question; and 

                                                                                          ii. if the Seller has already received their Payout, Bush Exchange will either;
                                                                                          1. offset the Payout amount against future invoices; or
                                                                                          2. send the Seller an invoice for the Payout amount to be paid within 14 days.

                                                                                          10. Warranty

                                                                                            a. The Seller warrants that all Products sold on the Online Marketplace and (where applicable) related promotional materials:
                                                                                              i. comply with relevant product safety laws and regulations 
                                                                                              ii. do not infringe any third party rights including Intellectual Property Rights;
                                                                                              iii. do not contain material which is abusive, defamatory, hateful, discriminatory, racist, sexist, offensive, misleading or deceptive or is otherwise unlawful in any manner; and
                                                                                              iv. comply with any legal requirements in relation to the sale of cosmetics, including mandatory standards for cosmetic ingredient labelling.
                                                                                                b. Furthermore, the Seller is responsible for obtaining any relevant permits, certificates or other qualifications to manufacture and sell Products is lists on the Online Store.
                                                                                                  11. No promises or representations

                                                                                                    Bush Exchange makes no promises or representations about the sales outcomes of the Seller’s Products.

                                                                                                    12. Seller’s Liability and Indemnity
                                                                                                      a. The Seller acknowledges that Bush Exchange is not a party to, and has no obligations under or in relation to, any agreement that is formed between the Seller and a Customer for the sale and purchase of a Product.
                                                                                                        b. The Seller assumes all liability for the performance of all obligations and the discharge of all liabilities under or in relation to:
                                                                                                          i. all agreements for the sale of a Product on the Online Store;
                                                                                                          ii. the requested Seller Brand and Product Information;
                                                                                                          iii. any Product supplies by the Seller to a Customer;
                                                                                                          iv. the fulfilment of any Order accepted by Bush Exchange on behalf of the Seller; and
                                                                                                          v. any loss or tax relating to or arising out of the supply or sale of any Product by the Seller to a Customer.
                                                                                                            c. The Seller indemnifies Bush Exchange against any Claims suffered or incurred by Bush Exchange in relation to:
                                                                                                              i. any agreement that is formed between the Seller and a Customer for the purchase of any Product by a Customer from the Seller;
                                                                                                              ii. any Product supplied by the Seller to a Customer;
                                                                                                              iii. any Order accepted by Bush Exchange on behalf of the Seller;
                                                                                                              iv. the Seller Brand and Product Information;
                                                                                                              v. any breach of the Seller of this Agreement; and
                                                                                                              vi. any cost, expense, loss, Claim, action or proceedings incurred by or made against Bush Exchange relating to or arising out of any tax that relates to or arises out of the supply of sale of any Product by the Seller from to a Customer.
                                                                                                                13. Exclusion of Bush Exchange’s Liability
                                                                                                                  a. The Seller acknowledges and agrees that:
                                                                                                                    i. that the Online Store may be operated from servers owned and controlled by a third party, and its operations rely on third party services, like those provided by Shopify and payment gateway providers. As such, the Seller acknowledges that certain functions are out of Bush Exchange’s control, including data storage and payment processing;
                                                                                                                      ii. from time to time, without notice, access to all or part of the Online Store may be disrupted or limited. During such an interruption, Bush Exchange will use reasonable endeavours to restore access as soon as practicable;
                                                                                                                        iii. while Bush Exchange has systems to back-up information on the Online Store, the Seller must retain a copy of the Seller's Brand and Product Information so that it be can reloaded to the Online Store if necessary; and
                                                                                                                          iv. Bush Exchange is not liable for any failure to properly send or receive communications (including Orders) via the internet, or to make available the Online Store, due to any interference or failure.
                                                                                                                            b. Subject to clause 13.c, all express or implied warranties, representations, statements, terms and conditions relating to this agreement or its subject matter (including the Online Store) that are not contained in this Agreement are excluded to the maximum extent permitted by law.
                                                                                                                              c. Nothing in this Agreement excludes, restricts or modifies any Non-Excludable Provision.
                                                                                                                                d. If a Non-Excludable Provision applies to this Agreement and Bush Exchange is entitled at law to limit the Seller's remedy for a breach of that Non-Excludable Provision, then Bush Exchange’s liability is limited to one or more of the following at Bush Exchange’s option:
                                                                                                                                  i. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
                                                                                                                                    ii.. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
                                                                                                                                      e. Subject to clauses 13.f and any Non-Excludable Provisions, to the maximum extent permitted by law, Bush Exchange’s maximum aggregate liability for all claims under or relating to this Agreement or its subject matter which arise at any time during or after the Term, whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the Commissions and Fees that the Bush Exchange has received from the Seller for the transaction for the Product in which the liability accrued.
                                                                                                                                        f. To the maximum extent permitted at law, neither party is liable to the other for Consequential Loss.
                                                                                                                                          14. Intellectual property rights
                                                                                                                                            a. The Seller grants Bush Exchange a world-wide, non-exclusive, royalty-free license (including the right to sublicense) to use, reproduce and communicate to the public Seller's Information:
                                                                                                                                              i. during the Term: either as part of the Website (including in response to search requests or when displaying a list of Products sorted by Product category) or for promotional purposes relating to Bush Exchange or the Online Store in any medium; and
                                                                                                                                                ii. after the Term: for archival, record-keeping and related and incidental purposes. Direct Product links will stay active indefinitely for search engine optimisation purposes, even if a Product has been unpublished or deleted, but such Products will not be available for purchase.
                                                                                                                                                  b. The Seller represents and warrants that the Products displayed on its Store and Seller's Information do not infringe the Intellectual Property Rights of any third party. Seller indemnifies Bush Exchange against any Loss that Bush Exchange may suffer or incur as a result of any Claim brought against Bush Exchange that the Products displayed on its Store or the Seller's Information infringes the Intellectual Property Rights of any third party.
                                                                                                                                                    c. Bush Exchange or its licensors retain ownership of all Intellectual Property Rights in and to the Online Store (other than Seller's Information). Except as expressly permitted by this Agreement, the Seller will not use or reproduce the Bush Exchange logo or trade marks without Bush Exchange’s prior written approval.
                                                                                                                                                      15. Confidential Information
                                                                                                                                                        a. During and after the Term, each party may only use the other party's Confidential Information for the purposes of exercising its rights or performing its obligations under this Agreement. Otherwise, each party will keep the other party's Confidential Information confidential and will not disclose, or cause or permit the disclosure of, such information except with the prior written consent of the other party.
                                                                                                                                                          b. The Seller may only use the information that Bush Exchange provides to the Seller in relation to a Customer for the purposes of providing the Customer with Products that are purchased by the Customer using the Online Store. The Seller will not use such information for marketing or any other purposes.
                                                                                                                                                            c. Each party as recipient of Confidential Information must:
                                                                                                                                                              i. keep confidential all Confidential Information of the discloser;
                                                                                                                                                              ii. not use the Confidential Information except for the purposes of the Agreement; and
                                                                                                                                                              iii. not disclose the Confidential Information except:
                                                                                                                                                              1. to its personnel, contractors and suppliers on a need to know basis for the purpose of performing its obligations under this Agreement;
                                                                                                                                                              2. with the Discloser’s consent;
                                                                                                                                                              3. to the extent required by law or a rule of any stock exchange; or
                                                                                                                                                              4. to its professional advisors. 
                                                                                                                                                                16. Term and termination
                                                                                                                                                                  a. This Agreement commences on the date the Seller signs the annexed Seller Agreement Form and will continue for an indefinite period, subject to termination under 18.b. (Term).
                                                                                                                                                                    b. Either party may terminate this Agreement at any time without cause by giving notice of termination to the other.
                                                                                                                                                                      c. On termination of this Agreement:
                                                                                                                                                                      i. Bush Exchange may immediately remove the Seller’s Profile, Products and any other related information from the Online Store; and
                                                                                                                                                                      ii. The Seller will continue to perform its obligations under this Agreement with respect to any Orders received before termination.
                                                                                                                                                                        e. Clause 15 (Confidential Information) survives termination of this Agreement.
                                                                                                                                                                          17. Non-transferrable

                                                                                                                                                                            The right to participate in the Online Store must not be transferred, sold, assigned or sublet to any other person or company without our prior written consent. In the event that we consent to Your rights to particulate in the Online Store being transferred, sold, assigned, sublet or otherwise to any other party, You warrant that the party who is receiving these rights must agree to be bound by these Terms and You agree to assist us in procuring such an agreement if required.

                                                                                                                                                                            18. Dispute resolution
                                                                                                                                                                              a. A party claiming that a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute and the parties must submit themselves to the dispute resolution procedure set out in this clause 18.
                                                                                                                                                                                b. Subject to clause 18.f , the parties agree that if a Dispute arises, a party may not commence any legal proceedings relating to the Dispute unless it has complied with the provisions of this clause.
                                                                                                                                                                                  c. If the parties cannot resolve the Dispute within 30 days of receiving a notice of the Dispute, then either party may (by giving notice in writing to the other party) require the Dispute to be referred for mediation. The mediation must be undertaken:
                                                                                                                                                                                  i. in accordance with the Resolution Institute Mediation Rules;
                                                                                                                                                                                  ii. at a location agreed by the parties and in the absence of agreement in Brisbane; and
                                                                                                                                                                                  iii. using a mediator agreed by the parties and in the absence of agreement, by a mediator nominated by the Resolution Institute.
                                                                                                                                                                                    d. Each party must pay its own internal and legal costs in relation to complying with this clause 18. The mediator’s costs are to be shared equally.
                                                                                                                                                                                      e. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
                                                                                                                                                                                        f. The parties acknowledge and agree this clause 18 does not:
                                                                                                                                                                                        i. apply to the recovery of any debt; or
                                                                                                                                                                                        ii. prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
                                                                                                                                                                                          19. General

                                                                                                                                                                                            (Assignment) The parties may only assign, encumber, declare a trust over or otherwise create an interest in their rights under this document with the other party’s consent, which must not be unreasonably withheld.

                                                                                                                                                                                            (Counterparts) This Agreement may be agreed to in any number of counterparts including where they are exchanged by email containing this Agreement as an unalterable attachment.  All counterparts together will be taken to constitute one instrument.

                                                                                                                                                                                            (Costs) Each party will bear its own costs in relation to the preparation, negotiation and execution of the Agreement and any variations.

                                                                                                                                                                                            (Entire Agreement) The Agreement sets out all the parties’ rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter.

                                                                                                                                                                                            (Force Majeure)  If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties' obligations under this Agreement, other than an obligation to pay the Fees, are suspended for the duration of and to the extent that they are affected by the Force Majeure.

                                                                                                                                                                                            (Governing Law) The Agreement is governed by and is to be construed in accordance with the laws applicable in Queensland, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland, Australia.

                                                                                                                                                                                            (Notices) The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement must be:

                                                                                                                                                                                            a. sent to the email address set out in the Seller Details section of the Seller Agreement Form; or
                                                                                                                                                                                            b. either delivered or posted by prepaid post to the address set out in the Parties section of this Agreement.

                                                                                                                                                                                              (Variations) This Agreement may only be varied by written agreement signed by the parties.


                                                                                                                                                                                              a. Clauses and rights in the Agreement can only be waived in writing signed by the waiving party.
                                                                                                                                                                                              b. Failure or delay of a party in exercising a right under the Agreement does not waive the party’s rights.
                                                                                                                                                                                              c. A waiver will only waive the particular rights in the particular circumstances and will not waive any other rights, or the same rights in other circumstances.