Kartable Marketplace
Terms & Conditions of Sale and Use

Thank you for choosing to use Kartable Marketplace.

These terms replace any previous agreements between you and our platform.

By using our Platform to purchase Products from Trusted Sellers, you agree to the following Terms & Conditions (Terms).

‍

All Terms and Conditions outlined in this document apply to both Buyer and Trusted Seller. This is inclusive of Clause 1 to 38.

‍

1.Definitions

In these Terms:

1. Checkout Summary: A summary of your purchase displayed before you confirm your order.
2. Kartable: Refers to KARTABLE PTY LTD (ACN 679 921 209).
3. Platform: The online marketplace platform called 'Kartable Marketplace' provided by KARTABLE, enabling transactions between buyers and Trusted Sellers and associated services.
4. Product: Any goods or services available for purchase from a Trusted Seller on the Platform.
5. Product Page: A page listing the details of a specific Product for sale on the Platform.
6. Sale Terms: A Trusted Seller's terms and conditions for the sale of its Product, including price, delivery charges and timing, etc.
7. Trusted Seller: Independent third-party sellers offering Products for sale on the Platform.
8. You: The person or entity who buys Product from a Trusted Seller. In Clause 25 onward, ‘You’ becomes The Trusted Seller.

2.Marketplace Overview

1. The Platform is an online marketplace where you can browse and purchase Products from Trusted Sellers.
2. The sale and supply of Product bought by you will be handled directly by the Trusted Seller according to its Sale Terms.
3. Kartable does not supply any Product and is not a party to the sale contract between you and a Trusted Seller.

3.Account Registration

        1. To access our platform, you must create a business account by providing  

              accurate and complete business information, including your ABN, legal name,

              address, contact details, and any additional required information. A Trusted  

              Supplier upon registration will be required to enter a valid credit card. We      

              Reserve the right to approve or reject any application at our discretion.

        2.   By registering, you confirm that you are using the platform for business    

               purposes only and not for personal use.

        3.   All communications related to your account will be sent to the primary email  

               address provided at registration. It is your responsibility to monitor this email    

               and ensure its functionality.

‍

4.Your Order

1. When you place an order for Product, you are making an offer to buy the Product from the relevant Trusted Seller. A legally binding contract will be formed between you and the Trusted Seller when a commitment to pay is made, such as when you acknowledge that you have approval from your employer or business to create a purchase order.
2. If purchasing Products from multiple Trusted Sellers, you agree to enter into a separate contract with each of those Trusted Sellers for the Products being purchased from each.
3. All orders are subject to availability and may be altered by the Trusted Seller after confirmation. Kartable disclaims all liability that may arise out of such actions by a Trusted Seller.
4. The Sale Terms applicable to a Trusted Seller's Product will be presented on the Product Page for you to accept before you checkout.
5. Any decision made by you to purchase Product from a Trusted Seller is entirely at your own risk.

5.Product Information

Due to limitations in photography and screen display, you acknowledge that the actual Product being sold by a Trusted Seller may vary slightly in appearance, such as colour.

‍

6.Pricing and Payment

1. All prices for Products sold on the Platform are shown in Australian dollars (AUD) and include GST, unless otherwise specified.
2. ‘Payment’ on the platform  is a commitment via Purchase order creation. Payment collection is between buyer and seller outside of the Kartable platform and is independent to any responsibility of Kartable. Kartable does not facilitate final payment.
3. Kartable operates a subscription to use, based model, and we do not take a commission on the sale of Products between you and the Trusted Seller.
4. Subscription fees and pricing model are correct at the time of entry but subject to change in the future should Kartable alter its pricing model or charges. Kartable will notify you of any adjustments in advance, ensuring full compliance with applicable consumer protection laws. You may cancel your subscription with Kartable if you do not agree to any changes made to its pricing model or charges.

7.Delivery and Fulfilment

1. Trusted Sellers are solely responsible for delivering the Products to you. The Product Page will display available delivery options, costs, and expected delivery times can be viewed.
2. The delivery method selected during checkout at the Platform, along with the estimated delivery time, will be confirmed. If additional delivery fees are to be arranged, this will be transparent on the product page.
3. You will be notified when the Product is dispatched by the Trusted Seller.
4. If delivery to you is delayed for reasons beyond the reasonable control of the Trusted Seller, you may contact the Trusted Seller to request a refund or cancel the order which will be dealt with according to its Sale Terms. Kartable accepts no liability if the Trusted Seller does not deliver the Product or does not provide a refund to you.
5. It is your responsibility to ensure there is clear access for delivery, and a person must be available to accept the delivery. If the delivery of Product cannot be completed due to a failure by you, then subject to the Sale Terms, additional delivery charges may apply, or the order may be cancelled.

8.Title and Risk

Subject to the Sale Terms of a Trusted Seller, title to and risk of loss or damage in the Product you buy will pass to you from the Trusted Seller once the Product is delivered to you.

‍

9.Warranties and Liability

1. All Products are subject to guarantees under Australian Consumer Law, including a remedy for major product failures, repairs, replacements, or refunds.
2. Manufacturer warranties may be included, but these are separate from Kartable's responsibilities.
3. You should carefully read the Sale Terms of the Trusted Seller from who you buy Product to understand what warranties are given and how liability is limited.
4. Kartable is not liable for any warranty claims beyond what is required by law. Trusted Sellers are responsible for resolving any issues with the Product’s quality or functionality in accordance with their Sale Terms and the Australian Consumer Law.
5. Upon receiving your Product, you should inspect it promptly for defects, discrepancies, or damage. If any issues arise, contact the Trusted Seller directly.

10.Refunds and Returns

1. Each Trusted Seller has its own refund and return policy, which can be found on the Product Page, under their Terms and Conditions. You may also contact the Trusted Seller directly via the Kartable Marketplace platform 'Chat' function or through the contact details provided in your order confirmation.
2. If you are unable to resolve a dispute with the Trusted Seller regarding returns or refunds, please contact Kartable at contact@kartable.com.au for further assistance.

11.Trusted Seller-Cancelled Orders

1. A Trusted Seller may cancel your order in full or part under the following conditions:
   1. if the Product is out of stock after your order is confirmed;
   2. if the price or Product description is found to be incorrect;
   3. if fraud or suspicious activity related to payment is detected; and/or
   4. if the Trusted Seller suspects you are purchasing its Products for resale without the appropriate license.
2. If your order is cancelled by a Trusted Seller, a refund will be issued for the amount paid.

12.Dispute Resolution

If you experience any issues with a Trusted Seller and are unable to resolve the matter directly, please contact Kartable at contact@kartable.com.au. We will assist in resolving your complaint.

‍

13.Privacy

1. Kartable collects personal information to process your Product orders and facilitate purchases from Trusted Sellers.
2. By placing an order for Product, you consent to Kartable sharing your personal information (such as name, contact details, and delivery address) with the Trusted Seller (vice versa for a Trusted Seller) and any relevant third parties (e.g., delivery contractors).
3. Kartable's Privacy Policy, outlining how we collect, use, and protect your data, can be found on our website: www.kartable.com.au

14.Exchange Vouchers

Exchange vouchers issued by Trusted Sellers can only be used for future purchases from that same Trusted Seller. These vouchers are non-transferable and cannot be used for purchases from other Trusted Sellers or for unrelated items on the Platform.

‍

15.Inconsistency with Other Policies

These Terms, together with Kartable's policies (e.g., Privacy Policy) and any Sale Terms used by Trusted Sellers apply to your use of the Platform and purchase of Product. In the event of any inconsistency between those documents, these Terms will take precedence to the extent of the inconsistency.

‍

16.Limitation of Kartable's Role

1. Kartable is a platform provider and acts only as an intermediary. Kartable does not supply Products or directly participate in the sale transaction between you and a Trusted Seller except as the facilitator of order placement. We are not the supplier of the Product and do not control the commercial aspects of the transaction, including product information, pricing, quality, or delivery. The Trusted Seller is solely responsible for the quality of the Products, their supply to you and their fitness for purpose. The Trusted Seller is also responsible for invoicing you and payment is made between you as the Buyer and the Trusted Seller directly with no involvement from Kartable.
2. To the fullest extent permitted by law, Kartable does not make any representations or warranties regarding:
   1. the accuracy or completeness of information provided by Trusted Sellers on the Platform;
   2. the quality, authenticity, or suitability of Products sold by Trusted Sellers;
   3. the expertise, reliability or financial standing of Trusted Sellers; or
   4. the Platform, including that its operation will be uninterrupted, error-free, secure or free from viruses.
3. If your rights under the Australian Consumer Law or any other applicable law require us to take responsibility for loss in relation to a Trusted Seller then, to the extent permitted by Your Consumer Rights, our liability is limited to procuring, or paying the cost of, resupplying the relevant Product.
4. Subject to Your Consumer Rights, Kartable will not be liable for:
   1. any form of economic loss, business interruption loss, loss of revenue, profits, anticipated savings, data or opportunity, punitive or other forms of non-compensatory damages and consequential loss; or
   2. loss or damage arising from your own conduct.
5. Nothing in these Terms limits any rights you may have against a Trusted Seller under any contract that you have with it or pursuant to Your Consumer Rights.
6. In facilitating the Platform, Kartable acts as an agent for the Trusted Sellers but does not collect payments on their behalf.
7. Kartable reserves the right to remove Trusted Sellers or you from the Platform if Kartable considers that they have failed to comply with applicable law, these Terms or any other Kartable policy.
8. Kartable does not ensure all documentation for ‘site works’ such as SWMS are provided, complete or compliant in the event of a Service being purchased via the Kartable platform. Site specific authorisation documentation is between Buyer and Trusted Seller outside of the platform. Kartable facilitates up until the order is received.

17.Liability Cap

To the extent permitted by Your Consumer Rights, our total aggregate liability for any loss or damage you suffer arising out of or in connection with these Terms is limited to the fee received by Kartable from you to access and use the Platform.

‍

18.Your Indemnity

You agree to indemnify Kartable from and against any loss or damage arising out of or in connection to your:

1. breach of these Terms;
2. use or misuse of the Platform;
3. use of a Product supplied by a Trusted Seller; or
4. decision to purchase a Product from a Trusted Seller.

19.Intellectual Property Rights and Confidentiality

Unless otherwise indicated, we own or license all intellectual property rights relating to the Platform and all material available on the Platform. You may only use the Platform and view the Content for the purposes of ordering Product from Trusted Sellers in accordance with these Terms. Any other use, copying or reproduction of the Platform, the Content or any part of it is prohibited, except to the extent permitted by law.

‍

20.Costs

You are responsible for all costs and charges (including from your internet service provider) in accessing and using the Platform.

‍

21.Variations

These Terms may be varied by Kartable at any time and when we do, we will provide notice of the changes on the Platform. You should regularly review the Platform to ensure that you are aware of any changes to these Terms. You agree to be bound by the revised Terms if you keep using the Platform. If you do not agree to the revised Terms, you must immediately notify us and cease using the Platform.  

‍

22.Severance

If any part of these Terms is held to be illegal or unenforceable in any jurisdiction, the continuation in full force and effect of the remaining provisions will not be prejudiced.

‍

23.Jurisdiction and governing law

These Terms are governed by the law of Queensland, and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland.  

‍

24.Amendments to Terms

       1. We reserve the right to modify these terms with prior notice.

       2. Continued use of the platform after updates constitutes acceptance of the revised terms.

Additional Terms which are more specific to Trusted Seller

25.Services

Kartable is an intermediary marketplace. We facilitate the ordering of Goods and Services between buyer and Truster Seller solely. Kartable does not manage payment. Our platform provides digital tools designed to support Trusted Sellers in managing their operations more efficiently and increase sales. The platform enables Trusted Sellers to receive orders, manage customer interactions, and expand their reach.

‍

26.Agreement to Terms

By accessing or using the platform, you acknowledge that you have read, understood, and agreed to these terms. If you do not accept these terms, you may not use our platform or services.

‍

27.Account Registration

1. To access our platform, you must create a business account by providing accurate and complete business information, including your ABN, legal name, address, contact details, a valid credit card and any additional required information. We reserve the right to approve or reject any application at our discretion.
2. By registering, you confirm that you are using the platform for business purposes only and not for personal use.
3. All communications related to your account will be sent to the primary email address provided at registration. It is your responsibility to monitor this email and ensure its functionality.

28.Security and Responsibilities

1. You are responsible for maintaining the confidentiality of your account credentials. Any unauthorized access or use of your account due to a failure to secure login details is your responsibility.
2. You may not copy, distribute, or commercially exploit any part of the platform without our written consent.

29.Authorized Users

1. The business account owner may authorize additional users to access and manage the account. The owner can also add additional team members. The account owner is responsible for all activities performed by these users and must ensure their compliance with these terms.
2. In the event of disputes regarding account ownership, we may require documentation to verify rightful ownership.

30.Platform Updates

We may update, modify, or discontinue certain platform features at our discretion. While we strive to provide reliable services, uninterrupted access to all features is not guaranteed.

31.Trusted Seller Responsibilities

As a Trusted Seller:

1. You acknowledge that all sales conducted through the platform are directly between you and the buyer.
2. You are solely responsible for managing your product listings, pricing, and fulfilment processes. As well as acknowledging that Kartable does not collect payment and that Kartable business involvement is completed after a Purchase Order is created between buyer and Trusted Seller.
3. You must ensure all product details and business operations comply with applicable laws and regulations.
4. Compliance checks may be conducted as necessary to ensure adherence to regulatory requirements and platform requirements.
5. By accepting these terms, you agree to the responsible storage, handling, and management of buyer private information in compliance with applicable data protection laws. You will be required to list your Terms of Sale inclusive of but not limited to your product terms, return policy and privacy policy when creating a profile or when listing products for sale on the Kartable Platform. At all times these are viewable by a potential purchaser.  You may also be required to acknowledge a privacy impact assessment confirmation to ensure compliance with privacy standards such as those set out by the OAIC. Our Privacy Policy and requirements are viewable at www.kartable.com.au
6. You are responsible for ensuring that orders are fulfilled correctly and delivered in accordance with any arrangements made with the buyer. Delivery includes both direct shipment to the buyer and arrangements for buyer collection. Any disputes regarding delivery, fulfilment, or product quality must be handled directly between you and the buyer.
7. Trusted Sellers are required to make their product terms and conditions available on the platform to ensure transparency and compliance for buyers. At a minimum a Trusted Seller must have an accessible, clear and visible working link to the product terms and conditions that can be found at any time by a buyer.
8. Trusted Sellers must adhere to platform service standards, including maintaining accurate digital catalogues and ensuring fair pricing.
9. We reserve the right to suspend participation if service standards are not met.

32.Fees and Payments

1. Trusted Sellers must pay applicable platform fees as agreed upon during registration. Kartable is a subscription to use platform.
2. Subscription fees are charged monthly.
3. Billing can be paused, however at the completion of the current billing period, listings will not be visible on the platform until active payment is reinstated.
4. Fees are subject to change with prior notice.
5. Payment Details:  Credit card transactions, and the security there of, are processed by Stripe ( https://stripe.com/au)

33.Payment Processing

1. Subscription payment to use the Kartable platform is processed through a third-party provider, and their terms apply in conjunction with this agreement. This third-party provider is Stripe ( https://stripe.com/au)
2. Kartable does not take a commission on sale.
3. Purchasing payment between Buyer and Supplier occurs outside of the Kartable platform, with no part by Kartable. Kartable holds no responsibility or liability for the payment of goods or services. Kartable limitation is reached once the Purchase order has been created and both parties have received a copy.
4. Trusted Sellers must provide all necessary information for compliance verification where requested.

33.1.Direct Debit

1. By enabling direct debit, you authorize us to process payments from your designated financial account.
2. We will notify you in advance of any changes to payment terms.
3. Trusted Sellers must maintain sufficient funds in their accounts to avoid disruptions.
4. Repeated failed payments may result in service suspension.

34.  Confidentiality

1. We will handle all Trusted Seller data in accordance with our Privacy Policy.
2. Confidential business information will not be shared without consent, except as required by law.
3. Trusted Sellers may request a copy of their stored data upon termination of service.
4. By accepting these terms, you agree to the responsible storage, handling, and management of buyer private information in compliance with applicable data protection laws. You may also be required to acknowledge a privacy impact assessment confirmation to ensure compliance with privacy standards such as those set out by the OAIC.

35.Liability and Indemnification

1. Trusted Sellers use the platform at their own risk.
2. We are not responsible for any losses resulting from transactions made on the platform.
3. Trusted Sellers agree to indemnify us against any claims arising from their business activities conducted through the platform.

36. Data and Intellectual Property

1. Trusted Sellers data will be used in compliance with privacy regulations.
2. Trusted Sellers grant the platform a non-exclusive license to use business-related data for service improvements.
3. Intellectual property rights remain with the respective owners.

37. Termination

1. Trusted Sellers may cancel their account at any time.
2. We may terminate or suspend accounts due to non-compliance, non-payment, or fraudulent activity.

38.Amendments to Terms

1. We reserve the right to modify these terms with prior notice.
2. Continued use of the platform after updates constitutes acceptance of the revised terms.

Last Updated Date: March 9, 2025