Terms and Conditions

1       Agreeing to the Platform Terms

1.1     What are the Platform Terms?

(a) These Terms of Service (Platform Terms) govern your use of the websites, applications and other offerings from Sydney Fish Market Pty Limited (ABN 24 064 254 306) (collectively, the Platform). The Platform is an online market platform for the purposes of permitting users (Users) to sell and purchase seafood products (Products).

(b) In these Platform Terms, SFM, we, our and us refers to Sydney Fish Market Pty Limited.
You are a User of the Platform, in the capacity of a:

(i) Buyer – someone who uses the Platform to purchase Products; and/or
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(ii) Seller – someone who uses the Platform to sell Products.

1.2     Your agreement

(a) By using the Platform (whether or not you purchase or sell any Products), you are agreeing to the Platform Terms. The Platform Terms apply, and commence, on and from your first use of or access to the Platform.

(b) These Platform Terms apply to all Users although – where specified – certain clauses apply only to Sellers or Buyers.  

(c) You must register an account (User Account) in order to access and use the Platform's marketplace features (including to sell or purchase Products) and, when you do, you agree to the Platform Terms in the capacity of a Buyer, or Seller. If you wish to access the Platform in the capacity of both a Buyer and a Seller, you will be required to register a Buyer User Account and a Seller User Account under different email addresses.

1.3     Additional terms and policies

(a) In addition to the Platform Terms, if you use the Platform in any capacity, you confirm you have read and understood, and agree to comply with, the following additional policies and terms, which apply to all Users:

(i) SFM Seafood Handling Guidelines
(ii) SFM Market Rules

(b) If you use any New Features, you also confirm you have read and understood, and agree to comply with, all additional terms and conditions applicable to each New Feature (as applicable), which are deemed incorporated in – and form part of – these Platform Terms on and from your first access to or use of a New Feature.

(c) Any party wishing to access Hubs for pick-up may have to pay an annual fee to the site, and/or conduct a site induction. It is the responsibility of members to arrange this with the particular Hubs independent of SFM.

(d) To the extent of any inconsistency between the terms of these Platform Terms and a policy or set of terms incorporated by reference, the order of priority (from highest to lowest) for the purpose of any interpretation is:

(i) these Platform Terms; and
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(ii) any policies or terms incorporated by reference, except where a provision in any of the latter is expressly stated to override the Platform Terms.

1.4     Amendments

(a) We may in our sole discretion modify or replace any part of these Platform Terms or any of the policies or additional terms which are incorporated into them. We will give you 14 days' notice of any change by notifying you via email and/or the Platform. You are responsible for checking the Platform for changes to these Platform Terms.

(b) Your continued access to or use of the Platform following the effective date of any changes constitutes acceptance of those changes.

Using the Platform

The following terms are applicable to all Users.

2       User Accounts

2.1     Registering and creating a User Account

(a) In order to use the marketplace features of the Platform, you must register a User Account. User Accounts fall into several categories:

(b) You may also have the option to create accounts linked to your primary User Account which enable your Authorised Users to use the Platform on your behalf as part of your User Account. These accounts are known as Linked Accounts. You are responsible for all Linked Accounts associated with your User Account, and these Platform Terms apply to your primary User Account and all Linked Accounts.

(c) You will be required to provide certain information when creating a User Account. You must ensure that this information is accurate and current, and you acknowledge that we may rely on the information you provide to us under this clause 2.1.

2.2   Platform User Levels

You must elect to register a User Account at one of the applicable User Levels specified in the Rate Card, which may be accessed via the following link https://www.sfmblue.com.au/buyer/pricing

The Rate Card may designate different User Levels which specify access to the Platform’s core marketplace functionality, but may also specify access to one or more comprehensive access tiers, which will provide access to additional features and functionality on the Platform. These fees are set out in the Rate Card. Each User Level tier will be described on the Rate Card and may be subject to specific terms and conditions, which will form part of this agreement once accepted as part of your election to obtain the relevant User Level access tier.

2.3   Finalising your registration

(a) We may accept or reject an application to register a User Account (including any Linked Account) where this is reasonably aligned with our legitimate business interests.

(b) If we do accept your application to register a User Account, you will be granted access to the buying and/or selling features and capabilities of the Platform in accordance with your User type and your User Level.

(c) If we reject an application because we are not servicing the area in which you are located, you may register your interest with us. At our sole and absolute discretion, we may decide to accept your application.

3      New Platform features and functionality

We may (but are not required to):

(a) provide and implement standard or progressive updates, changes or amendments to the Platform as we see fit to ensure proper operation and interaction of all parts of the Platform and any general enhancements that may be introduced; and

(b) offer new services, features and/or value added products for the Platform (New Features) (which may incur a different set of fees).

Use of any New Features will be subject to these Platform Terms and any specific terms applicable to particular New Features.

Buying and selling Products

The following terms are applicable to all Users.

4      Our role in providing the Platform

We operate an online marketplace through which Buyers can purchase Products made available for sale by Sellers. To that end, we:

(a) take a Margin on each sale from the Seller and may also charge  fees to the Buyer on each transaction made on the Platform. Our Margin and any fees (if applicable) we charge may vary from time to time, though we will provide you with reasonable notice (where possible, at least 14 days' prior) of any such change. Our seller margin rates and buyer fees will be visible to Users during the course of  Listing or purchasing Products (as applicable) and are also set out in the Rate Card; and

(b) may, where reasonably aligned with our legitimate business interests, refuse any sale or purchase of Products through the Platform.

5      Sale Contracts

5.1    Sale Contracts generally

(a) A Seller may at any time upload a listing to the Platform for the supply of Products (Listing) at the price the Seller will sell its Products (Sale Price). The Seller must ensure that the Sale Price is in Australian Dollars and inclusive of any GST.  

(b) The Buyer may accept an offer to purchase the Products at the Sale Price by communicating such acceptance by clicking the "Checkout" tab within the Platform.

(c) Upon such acceptance (Point of Sale):

(i) Sale Contracts are created:

(A) between the Seller and us for the Products at the Sale Price (as adjusted in accordance with these Platform Terms) less our Margin (the Wholesale Price); and

(B) between us and the Buyer for the Products at the Sale Price, on the terms set out in these Platform Terms; and

(ii) the Seller will retain title to, and risk in, the Products until the Buyer (or any person on its behalf) takes possession of the Products at the Delivery Point (see item 6.1 below), where:

(A) title will pass from the Seller to us, and then immediately from us to the Buyer; and

(B) risk will pass from the Seller to the Buyer.

(d) Following the Point of Sale, the relevant Products will automatically be removed from the Platform and will no longer be visible to other Buyers.  

5.2   Sale Contracts under the Intuitive Reverse Marketplace and Negotiations Features

(a) In addition to the Platform's core marketplace functionality, you may elect to access our "Intuitive Reverse Marketplace", including by payment of any applicable subscription fees. This feature allows eligible Buyers to request particular Product species and specifications from Sellers at an agreed price.  

(b) In addition to the Platform's core marketplace functionality, you may also elect to access our "Negotiations Feature”, including by payment of any applicable subscription fees. Access to this feature may be included free of charge for particular User Levels. Buyers and Sellers may use this feature to negotiate price directly via a custom tool. It may or may not be linked to an Intuitive Reverse Marketplace request (see 5.2a)‍

(i) Clause 5.1 applies generally to the purchase and sale of all Products, provided that – in the case of Products purchased using the Intuitive Reverse Marketplace and Negotiations Features only – the applicable Sale Price for which we will sell the Buyer the Products is the price which is: offered by either of the Buyer or Seller; and

(ii) then accepted by the other,

(as the case may be), using the applicable Feature, at the Point of Sale, and the applicable Wholesale Price for which the Seller will sell the Products to us is an amount equal to the Sale Price less our Margin.

5.3   Sale Price

For the avoidance of doubt:

(a) under Sale Contracts between Sellers and us, we agree not to charge a Buyer an amount that is more than the Sale Price of the relevant Products except in accordance with these Platform Terms, or to the extent we agree otherwise with you; and  

(b) we have absolute discretion to charge a Buyer an amount that is less than the Sale Price for the relevant Products.

6      Delivery and acceptance of Products

6.1    Delivery

(a) The estimated time for Products to be transported to the delivery point nominated by the Buyer (from available options in the Listing) in respect of those Products (Delivery Point) will be visible to the Buyer as part of the Listing and notified to the Buyer at the Point of Sale. Products are Delivered when they arrive at the Delivery Point.  

(b) The estimated time for Delivery is indicative only, and we do not warrant its accuracy.

(c) Sellers may offer the following Delivery options:

(d) If a choice is offered, selection of Delivery choice from those offered by the Seller in the Listing is at the Buyer's option.  

(e) All costs of transport and shipping from the Seller to the Delivery Point shall be the responsibility of the Seller, except:

(i) In the case of Delivery by airfreight, in which case the Buyer will be responsible for the applicable airfreight charge displayed at checkout; or
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(ii) to the extent such costs are caused by our fraud, negligence or wilful misconduct.

To the extent SFM incurs any costs in respect of transport and shipping to the Delivery Point, we may elect to pass these costs onto the Seller or Buyer.

(f) All responsibility for transporting the Products to the Delivery Point, including liability for any late or incorrect Delivery of Products, lies with the Seller, except to the extent such liability is caused by our fraud, negligence or wilful misconduct. The Seller indemnifies us for any Loss we may reasonably incur arising out of or in connection with the Delivery of Products (including late or incorrect Delivery), except to the extent such Loss is caused by our fraud, negligence or wilful misconduct.   

(g) Any onward transportation of the Products from a Hub to a location nominated by the Buyer will be at the cost and risk of the Buyer. At our discretion, we may assist with such transportation where requested by the Buyer, provided that we may pass onto the Buyer (in whole or in part) any costs we incur in providing this assistance.

(h) The Seller must package Products in accordance with SFM’s Seafood Handling Guidelines, including in accordance with any required airfreight approved packaging if the Seller provides an option for delivery to be available by airfreight.

6.2   Acceptance

(a) Subject to the Australian Consumer Law, all Products are deemed to be accepted on Delivery, unless the Buyer can demonstrate to our reasonable satisfaction that there is a difference between the Product specifications provided at the Point of Sale and the time of Delivery.  

(b) Subject to the Australian Consumer Law, in the event there is a Dispute as to whether Products Delivered to the Buyer match the specifications listed at the Point of Sale, we will:

(i) review the matter and may commence an investigation. This may include investigating the packaging and transportation methods used, and requesting additional information from the Buyer and/or Seller; and
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(ii) attempt to resolve the matter by negotiating with the Seller and Buyer.

(c) Subject to the Australian Consumer Law, if we cannot resolve such a Dispute, we may appoint an independent inspector to review the Products and provide a written report and resolution, which will be binding on both the Buyer and Seller. We may implement any variation to the Sale Contract (including as to Wholesale Price or Sale Price) to give effect to the independent inspector's recommendation, and the Buyer and Seller will cooperate with same.  

(d) Subject to the Australian Consumer Law, all reasonably incurred costs associated with a review and/or investigation under this clause are the responsibility of the Buyer, unless the Products are found to be inferior to the specifications provided at the Point of Sale (in which case all such costs will be the responsibility of the Seller).

(e) Adjustments to the weight of harvested Products in accordance with clause 6.3, or pricing adjustments in accordance with clause 7.1, do not constitute a difference from the Product specifications at Point of Sale.

6.3   Weight adjustments

(a) Following the harvest, processing and packaging of Products and determination of the actual weights of such Products, the Seller may adjust any weight previously uploaded on the Platform for those Products. This adjustment contemplated by this clause may in no circumstances exceed 20% of the original stated weight of the Products listed on the Platform.  

(b) However, the Seller must not under any circumstances adjust the price of Products in the course of making weight adjustments.

(c) Any adjustment of weight in accordance with this provision will be made available to the Buyer through the "order" section of the Platform. The Buyer will have the opportunity to be notified of weight adjustments via the preferred notification method they have nominated within the Platform settings

7      Payments

7.1    Pricing adjustments

(a) In addition to the terms set out in clause 5.3, you agree that we may adjust the Sale Price in accordance with this clause 7.1.  

(b) We will not increase the Sale Price except where the increase is required as a result of changes of Product weight during transit.

(c) We reserve the right to decrease the Sale Price as a result of changes in Product weight in transit, or otherwise at our sole discretion as set out in clause 5.3.

(d) We reserve the right to decrease the Sale Price as a result of SFM successfully negotiating an adjusted Sale Price between both the Seller and Buyer for product where the quality has been disputed by the Buyer,

(e) All variations to the Sale Price as a result of adjustments in weight will be at our sole discretion with reference to the actual weight of the Products upon Delivery. Where the Delivery Point is a location other than our premises or one of our distribution Hubs and the Buyer wishes to request a variation in Sale Price as a result of weight adjustment on Delivery, the Buyer must provide supporting evidence that is satisfactory to us to enable us to assess any necessary price adjustment.

(f) Any adjustment to the Sale Price under this clause will automatically result in the same adjustment to the Wholesale Price.

7.2    Transaction reporting

We expect to make transaction reports available on the Platform to Buyers and Sellers:

(a) at the end of each month; and  

(b) via our reporting portal within our website, as to their transactions made through the Platform.

8      Cancellations, returns and exchanges

(a) Except where otherwise permitted by Law, including the Australian Consumer Law, or otherwise permitted by us, the Buyer may not cancel any purchase of Products once the Buyer has confirmed the purchase of those Products at Checkout and Products may not be returned or exchanged after Delivery.   

(b) We may cancel all or part of a Sale Contract in circumstances where a Seller is unable to fulfil the relevant order and in such cases we will refund the applicable Sale Price (or relevant portion thereof) to the Buyer.

(c) If the Buyer does wish to cancel a purchase following Checkout, or there is any dispute as to a return or exchange of Products, the Buyer must contact us immediately, in which case we will:

(i) in the case of a cancellation request, subject to the Australian Consumer Law, decide in our sole and absolute discretion, acting reasonably, whether the purchase is to proceed or not (and the Buyer and Seller will each comply with our determination in this regard); and
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(ii) in the case of a dispute regarding a return / exchange of Products, subject to the Australian Consumer Law, use our reasonable endeavours to resolve the dispute, which may involve SFM determining an adjusted Sale Price between both the Seller and Buyer.

Buyer terms

The following terms are applicable to Buyers.

9      Buyer Access Fees

(a) As a condition of ongoing access to the Platform, Buyers must pay a monthly access fee (Access Fee). The Access Fee applicable to your User Account depends on the nature of your business and your User Account level.   

(b) We may vary the Access Fees at our discretion. If we do so, we will provide you with reasonable notice (where possible, at least 14 days prior) of the variation and the opportunity to deregister if you do not wish to continue using the Platform as a result of the variation.

(c) The current Access Fees for Buyers are set out in the Rate Card available via https://www.sfmblue.com.au/buyer/pricing
https://www.sfmblue.com.au/seller/rates

10    Your obligations regarding payment and Delivery

10.1  Payment for Products

(a) You agree that upon Checkout we will:   

(i) automatically deduct the Gross Sale Price of the Products the subject of the Sale Contract, using the your nominated payment method; and
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(ii) issue you with an invoice for the purchase of the Products.

(b) Under each Sale Contract, the Gross Sale Price is calculated as follows:

GSP = SP + TC + F + A + O

Where:

‍GSP = Gross Sale Price
SP = Sale Price
TC = Charges for credit card transactions or financing costs (see Rate Card)
F = Transaction Fees, if applicable (see Rate Card)
A =Adjustments to the Sale Price in accordance with these Platform Terms (eg, as a result of weight adjustments)
O = Other fees payable in accordance with these Platform Terms (eg, costs associated with onward transportation to a location other than the Delivery Point, crate fees, handling fees, airfreight charges, late pickup fees or storage requested by the Buyer)

(c) We reserve the right to further debit or credit your nominated payment method should any variation to the Gross Sale Price be required in accordance with these Platform Terms. We will issue a notice to you before doing so and you will have the opportunity to query these charges.

(d) If you chose to add credit to your account to pay for the purchase of Products, the applicable charges for credit card transactions or financing costs (see Rate Card) will be deducted from the amount of credit loaded to your account. 

10.2  Warehousing

(a) You may nominate a Delivery Point at one of our Hubs where offered by the Seller. Our Hub locations are set out [on SFM’s website].

(b) If you nominate one of our Hubs as your Delivery Point, it is your responsibility to pick up the Products within 24 hours of the Buyer being notified of the Delivery, and within the Delivery Point’s normal opening hours. If you do not collect the Products within this time, we may provide cold storage on-site until you collect or arrange further delivery of the Products, or dispose of the product. Cold storage, handling fees and disposal fees may apply, and will be separately charged to your nominated payment method. The current fees are determined by the Hubs and are available from SFM on request. These fees may vary from time to time on reasonable notice to you (where possible, at least 14 days).

11    Requirements applicable to your User type

Your continued use of and access to the Platform is also conditional on compliance with the requirements applicable to your particular User type as described in this clause 11.

11.1  Prepaid Buyers

If you are a Prepaid Buyer, you will be permitted to transact on the Platform using funds you deposit into your User Account. You will also be able to view your User Account balance when you are logged in. The following additional requirements apply:

(a) when you confirm the purchase of any Products at Checkout, you must pay for the Products using funds deposited in your User Account:

(b) you must ensure that your User Account contains sufficient funds to pay the Gross Sale Price. If it does not, you must transfer the necessary funds into your User Account. You may make such a transfer by credit card (in which case your purchase will be processed immediately) or via electronic funds transfer.

(c) you may deposit funds into your User Account and/or pay for Products via electronic funds transfer, however if you do so you acknowledge that Delivery for the Products will not commence until funds have cleared into your User Account.

(d) if your User Account is inactive for 6 consecutive months or more, we may de-activate your User Account where reasonably aligned with our legitimate business interests. We will provide you with reasonable notice of our intention to do so (where possible, at least 30 days). If you do wish to continue to use the Platform after your User Account has been de-activated for this reason, you may need to register a new User Account.

11.2  Line of Credit Buyers

If you are approved as a Line of Credit Buyer, you will be permitted to transact on the Platform on credit subject these Platform Terms. You will also be able to view your balance when you are logged in to your User Account. The following additional requirements apply:

(a) prospective Users wishing to register as a Line of Credit Buyer may do so in their application to the Platform. Such Users will be required to complete an additional application stage as determined by us, including, but not limited to, collecting information in order to undertake a credit check;

(b) we may in our sole discretion accept or reject applications to join the Platform as a Line of Credit Buyer. We may request further information from you before determining whether to accept or reject an application for Line of Credit membership;

(c) Approved Line of Credit Buyers and their Authorised Users will be permitted to transact on the Platform on credit, subject to approval of your credit arrangements (approval determined at the absolute discretion of SFM) (Credit Limit).

(d) unless we agree otherwise with you, we will only provide a Credit Limit to those Buyers who provide security to SFM in the form of a bank guarantee, personal guarantee, cash and / or security deposit for the purposes of securing moneys owed to SFM from time to time (Guarantee).

(e) The following conditions of payment apply:

(i) unless an alternative condition or time frame is specified in your Line of Credit terms, if you fail to pay your account within 7 days from the Friday of the week in which the transaction occurred (Due Date), we may suspend or terminate your User Account and charge you a dishonour fee and /or a late payment fee as set out in the Rate Card;

(ii) you will pay interest at the overdraft rate charged by the banking institution used by us from time to time plus the percentage fee calculated on daily balances on any amounts outstanding and owed to us after the Due Date as set out in the Rate Card;

(iii) if you do not make payments by the Due Date, you will be in default of these Terms and Conditions, and will be liable to pay default interest at a rate determined by us, from time to time on amounts owed to us from the Due Date; We may waive any interest if the amount owed is paid on or before the Due Date.

(iv) if you are in default, SFM may immediately call in the Guarantee;

(v) if you exceed your Credit Limit, we may block you from transacting on the Platform; and

(vi) you will pay SFM all reasonable costs and expenses incurred by us or on our behalf including solicitor’s fees on a solicitor/client basis in recovering or attempting to recover any amount due by the Buyer to us.

12    Star Ratings for Sellers

(a) The Platform may allow Buyers to assign a rating, called a Star Rating, to Sellers from whom they purchase Products. The Platform may impose a minimum number of transactions to be undertaken between a Buyer  and Seller on the Platform before that Buyer is granted the ability to assign a  Star Rating to that Seller .

(b) Star Ratings will be visible to Buyers, and SFM may impose a minimum number of ratings which must be assigned to a particular Seller before the Star Rating is visible to Buyers.

(c) You agree that all Star Ratings you give to Sellers will be given on a fair, reasonable and calculated basis. You also accept that the Star Ratings given to Sellers on the Platform are an indicative guide only. We accept no liability in relation to any Star Ratings given to a Seller.

(d) At our sole and absolute discretion, acting reasonably, we may modify or remove any Star Ratings, and/or resolve any dispute a Seller may have with a Star Rating. We will handle these disputes in accordance with the dispute resolution process set out in these Platform Terms.

Seller terms

The following terms are applicable to Sellers.

13    Seller Access Fees

(a) Sellers are not charged an Access Fee to use the core marketplace features of the Platform. However, Access Fees for more comprehensive Access beyond core features will be set out in the Rate Card as these become available.

(b) We may vary the Access Fees at our discretion. If we do so, we will provide you with reasonable notice (where possible, at least 14 days prior) of the variation and the opportunity to deregister if you do not wish to continue using the Platform as a result of the variation.

14    Listings and Sale Contracts

14.1  Your responsibilities regarding sales

You:

(a) use the Platform and sell Products through it entirely at your own discretion, and accept full risk and responsibility as to the Sale Price of the Products. Further, we do not warrant that the use of the Platform by the Buyer or the Listing of Products for sale on the Platform by the Seller will assure the creation or existence of a Sale Contract;

(b) must package all Products sold using the Platform as reasonably required by us;

(acknowledge and agree that payment for the Products will be released in accordance with clause 14.3.

14.2  Defaulting on Sale Contracts

If you have entered into a Sale Contract and are subsequently unable to fulfil it as required by the Sale Contract (Default Event), then without prejudice to any other rights we may have:

(a) you must notify us by contacting SFM customer service as soon as possible;

(b) you must provide reasons for the Default Event, the length of time it will take to rectify the Default Event and the suspected cause of the Default Event;

(c) unless we agree otherwise with you, we may cancel all or part of the Sale Contract, in which case you must pay to us within 7 days:

(i) the Margin that would have been applicable to that Sale Contract had the Products been delivered in accordance with it; and
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(ii) our out of pocket costs in connection with reimbursing the Buyer’s delivery fees (if any).

14.3  Our payments to you

(a) We will pay you the Net Wholesale Price:

(i) where Products are Delivered to a Hub Location, on the Wednesday following the trading week in which the Product weight is confirmed on Delivery to the Hub; and
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(ii) where Products are Delivered directly to the Buyer, on the Wednesday following the trading week in which the Products are marked as Delivered.

(b) Except where expressly agreed otherwise by you and SFM in writing, the Net Sale Price represents your sole and total entitlement to payment under any Sale Contract.

(c) Under each Sale Contract, the Net Wholesale Price is calculated as follows:

NSP = WP + A - D

Where:

‍NWP = Net Wholesale Price
WP = Wholesale Price
A =Adjustments to the Wholesale Price in accordance with these Platform Terms (eg, as a result of weight adjustments)
D = Costs (if any) we incur in facilitating transportation to the Delivery Point (including the costs of any insurance which the Seller elects to take up), except when charged to the buyer

14.4  Uploading information to the Platform

(a) When you create a Listing, you will be required to include (at a minimum) the following information:

(i) location of the catch;

(ii) date of catch;

(iii) Sale Price (inclusive of any GST);

(iv) total weight of catch;

(v) box or crate count;

(vi) estimated weight per box or crate

(vii) estimated shipping date (to allow calculation of estimated date of delivery to the relevant Delivery Point determined by the Buyer)

(viii) type of sale; and

(ix) supporting images of the catch.

(b) On every occasion that you create a Listing, you warrant to us that, in respect of each item of Product:

(i) you actually hold in your possession all Products you List on the Platform where those Products are Listed as being for immediate sale;

(ii) all information you upload to the Platform concerning a Product is accurate and conforms to our Seafood Handling Guidelines (where applicable);

(iii) all Products you offer for sale were caught or harvested or are for future harvest by you as stated by you in the Listing;

(iv) all Products you offer for sale are of merchantable quality and are fit for their intended purpose, namely being suitable for packaging and transportation and safe in all respects for human consumption;

(v) by offering the Products for sale and using the Platform, you are not breaching any applicable Law, licence or the requirements of any authority whatsoever; and

(vi) any photographs uploaded to the Platform are your property, do not breach any Intellectual Property Rights of any person and are either:

(A) images of the actual Products offered for sale under the applicable Listing; or

(B) images representative  of the Product, as indicated by you in the Listing.

(c) You may be required to rectify any breach of these warranties detected by or notified to us. However, breach of any of these warranties may also result in the immediate removal of your User Account where we consider the breach presents a material risk to our legitimate interests, and, where we deem it appropriate, a report to any relevant authority for further action.

(d) We also reserve the right to remove any information or content from the Platform, whether or not it was uploaded by you, which we deem to be objectionable, false or misleading, or not compliance with any licence or the requirements of any authority.

14.5  Star Ratings

(a) The Platform may allow Buyers to assign a rating to Sellers from whom they purchase Products after a minimum of transactions on the Platform. This rating is called a Star Rating and is visible to Buyers once we determine that a sufficient minimum number of ratings have been assigned.

(b) You must not attempt to avoid or change your Star Rating by opening a new User Account. If we consider a new User Account application has been made to avoid a Star Rating, we may refuse the application at our absolute discretion.

(c) If your Star Rating falls below 2.5 out of 5, you may be asked to demonstrate to us why your User Account should remain active on the Platform. We may suspend or terminate your User Account where we are not reasonably satisfied with your explanation.

(d) We accept no liability in relation to any Star Ratings given to a Seller.

(e) If you wish to dispute a Star Rating, you may notify us in writing. At our sole and absolute discretion, acting reasonably, we may modify or remove any Star Ratings, and/or resolve any dispute a Seller may have with a Star Rating. We will handle these disputes in accordance with the dispute resolution process set out in these Platform Terms.

General terms

The following terms are applicable to all Users.

15    Law, licences and approvals

15.1  Complying with applicable Law

You must purchase and/or sell Products (as applicable) in accordance with all applicable Laws.

15.2  Licences and approvals

(a) You must maintain all appropriate licences required to purchase and/or sell wholesale food products, including the Products, in your location. You must also maintain any approvals, including any authorisations, permissions, exemptions, permits, registrations or waivers, or any conditions attaching to, or renewals or variations of, any of them, that are required by any authority whatsoever.

(b) You must keep these licences and approvals valid and effective, and take all steps necessary to renew, extend or amend them when appropriate.

(c) If we request it, you must also:

(i) provide evidence to us that you have obtained, and continue to maintain, these licences and approvals. You must also notify, and copy to, us all notices, requisitions and other correspondence you receive in respect of any approvals to the extent relevant to any Products; and

(ii) use reasonable endeavours to us assist us in obtaining any approvals, including by providing any relevant or necessary technical information.

(d) To the extent permitted by applicable law, you indemnify us and hold us harmless against any Loss which we may suffer arising out of or in connection with your failure to comply with a licence or approval, or your causing us to be in breach of a licence or approval, except to the extent any Loss is caused by our fraud, negligence or wilful misconduct.

16    Intellectual property

16.1  Your intellectual property

(a) You represent and warrant to us that you are the legal and beneficial owner of, or are entitled to use, assign and licence (or will on creation own or be entitled to use, assign and licence) the intellectual property rights in your User Background Materials and the Platform Materials (as the case may be).

(b) You hereby grant to us an exclusive, royalty-free, perpetual, irrevocable, worldwide licence (including the right to sub-licence) to (itself or using third party contractors) to use, reproduce, adapt and further develop all Platform Materials.

(c) You also grant to us an exclusive, royalty-free licence to use, reproduce, modify, adapt and further develop all intellectual property rights in those portions of your User Background Materials which are required to enable us to exercise any of our rights under these Platform Terms or otherwise facilitate the proper functioning, and your use, of the Platform.

16.2  Licence to, and rights in, the Platform

(a) Upon your successful registration of a User Account, we grant to you for as long as you remain a User a non-exclusive, non-transferable, non-sub-licensable licence to use and access (and permit its Authorised Users to use and access on its behalf) the Platform in Australia in accordance with the terms of these Platform Terms and solely for the purpose of buying or selling (or seeking to buy or sell) the Products.

(b) All other use, reproduction or redistribution of the Platform or any part of it is prohibited (except to the extent permitted by Law).

(c) We own (or licence from third parties) all Intellectual Property Rights in the Platform. You agree that all rights, title and interest in the Platform not expressly granted or licensed to you in accordance with these Platform Terms are reserved to us or to our third party licensors. You must not claim ownership of any Intellectual Property Rights in the Platform either verbally or in writing.

17    Access credentials and Platform access

17.1  Access credentials

(a) Where you have been provided with access credentials to log in to an account on the Platform, you are solely responsible for maintaining the security of your ICT environment and any access credentials associated with your account and are fully responsible for all activities that occur under its account (whether or not authorised by you).

(b) You are not permitted to allow any third party to use its access credentials to log in to the Platform. To avoid any doubt, this does not restrict you allowing your Authorised Users to use the Platform on your behalf. You must immediately notify us of any unauthorised uses of its account or any other breaches of security.

(c) SFM and its Related Bodies Corporate, contractors, suppliers, and licensors will not be liable for any acts and omissions by or on behalf of any User or Authorised User, including any damages of any kind arising from such acts or omissions, except to the extent caused by the fraud, gross negligence or wilful misconduct of SFM or its Related Bodies Corporate, contractors, suppliers or licensors.

17.2  Access credentials

You acknowledge and agree:

(a) that you and your Authorised Users are only permitted to download, install and use the Platform strictly in accordance with these Platform Terms;

(b) that we are not responsible for any Loss or damage you, your Authorised Users or any other party may incur as a result of any delay in providing you with access to the Platform (or any of its features or capabilities), except to the extent caused by our fraud, gross negligence or wilful misconduct;

(c) that your access to the Platform only confers on you the level of use and control which may be necessary to use the Platform in accordance with your User type and User Level, and excludes any other use of the Platform;

(d) that you are not entitled to exclusive use of the Platform;

(e) that we may refuse access to you and any of your Authorised Users in our sole and absolute discretion, acting reasonably, at any time (provided that, if you are a Prepaid Buyer, this will not affect your continuing access to funds you may have committed to your User Account);

(f) not to copy, modify, merge, alter, adapt, translate, de compile, disassemble or reverse engineer any aspect of the Platform or to otherwise attempt to derive the source code relating to any aspect of the Platform, or to merge any software or any part of any software with any aspect of the Platform unless expressly permitted by these Platform Terms or after obtaining our prior written consent;

(g) not to interfere in any manner with the Platform or its source code (except as permitted by these Platform Terms);

(h) not to sell or license, offer for sale or license, dispose of, pledge, encumber, underlet, lend or part with possession of your access credentials to the Platform, nor to allow any person to use or have the benefit of the Platform or any part or parts of the software, in any circumstances, other than as permitted by these Platform Terms;

(i) not to remove, modify or obscure any copyright, trade mark, service mark, tagline or other notices that appear during use of the Platform;

(j) not to use any data mining, gathering or extraction tools (excluding tools provided by us for your use);

(k) not to compel (directly or indirectly) any other person, including (without limitation) your Authorised Users or another User, to engage in any acts or practices that, if engaged in by you, would breach this Agreement; and

(l) that we cannot guarantee and do not promise:

(i) any specific results from the use of the Platform; or

(ii) the quality, completeness, accuracy or currency of any data uploaded to the Platform by a User.

18    User Data

(a) By submitting, posting, uploading or otherwise allowing access to User Data (or allowing Authorised Users to do so), you represent and warrant that you have rights to and are legally entitled to make available such content to us and other third parties as contemplated by these Platform Terms.

(b) We do not claim ownership over any User Data. You agree that by using the Platform, you grant us a royalty-free, perpetual, irrevocable, sub-licensable right to:

(i) use User Data to provide (and make offers to provide) products and services to other Users using the Platform;

(ii) use User Data for the purpose of improving the Platform and services and undertaking analysis of usage patterns in relation to the Platform; and

(iii) use User Data to create, sell and otherwise commercially exploit data insights and products (including about the Platform, its use, and the trade of Products on it), but only to the extent such derivative works do not disclose any Personal Information and do not refer specifically to you.

(c) You warrant that you have all rights necessary to grant the licence set out above, including in relation to User Data generated by your Authorised Users.

(d) You acknowledge that despite our commercially reasonable efforts to secure and store safely all User Data on the Platform, we cannot guarantee that third parties will not succeed in penetrating its systems by nefarious actions.

(e) We may, but are not obliged to, refuse or remove or direct the removal of any User Data that we reasonably consider violates any of the terms of these Platform Terms or any applicable Law, without notice.

(f) You agree that we may generate and use data regarding the use of the Platform by you and/or your Authorised Users, and that all right, title and interest in such data lies with us. You acknowledge that we may use and disclose that data to the extent permitted by applicable Law, including (but not limited to) for the purposes set out in clause 18(b)(i) to 18(b)(iii). Our Privacy Policy describes our collection, use and disclosure of Personal Information.

19    Acceptable use

(a) You must use the Platform for lawful conduct only.

(b) You must not access or use the Platform, or post, provide or transmit User Data in any way that:

(i) violates or infringes the rights of others including, without limitation, Intellectual Property Rights, privacy rights or confidentiality rights;

(ii) is unlawful, offensive, indecent, objectionable, harassing, threatening, abusive, defamatory, fraudulent, tortious, or invasive of another's privacy;

(iii) impersonates any person, business or entity, including SFM and its affiliates, employees and agents;

(iv) includes personal or identifying information about another person without that person's consent to the use and handling of that person's information as contemplated by these Platform Terms and as set out in our privacy policy available at www.sydneyfishmarket.com.au/Home/Privacy

(v) is false, misleading, or deceptive;(vi) violates these Platform Terms or any policy posted on the Platform

(vi) violates these Platform Terms or any policy posted on the Platform

(vii) contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorised use of a computer or computer network;

(viii) interferes with the use of the Platform by other Users or potential Users

(ix) could damage, disable or impair the servers or networks used by the Platform or Users; or

(x) advertises other products or services (other than as expressly permitted under these Platform Terms.

20    Privacy

(a) We collect, use and disclose Personal Information in accordance with our Privacy Policy, which can be accessed here: www.sydneyfishmarket.com.au/Home/Privacy

‍(b) You acknowledge that you have read and understood our Privacy Policy.

(c) Where you are an individual and you make your Personal Information available to us through use of the Platform, you consent to the collection, use, storage and disclosure of that information as described in these Platform Terms, our Privacy Policy and any other policy available on the Platform. For the avoidance of doubt, we will use Personal Information provided to us to the extent:

(i) required to provide services as described in these Platform Terms; or

(ii) described in the Privacy Policy.

(d) Where you are not an individual, you must procure from each of your Authorised Users the Authorised User's consent to the collection, use, storage and disclosure of his or her Personal Information as described in these Platform Terms, the Privacy Policy and any other policy available on the Platform.

‍(e) We will not disclose any Personal Information provided to us to third parties except to the extent:

(i) required to provide its services as described in these Platform Terms; or

(ii) described in the Privacy Policy.

(f) You warrant that:

(i) any Personal Information you upload to the Platform was lawfully collected and made available to us (and other third parties as contemplated by these Platform Terms); and

(ii) you have complied and will comply with the Privacy Act 1988 (Cth) (whether or not actually bound by that Act) in relation to that Personal Information including by:

(iii) obtaining and maintaining any necessary consents from the individuals to whom the Personal Information relates;

(iv) providing necessary notifications to the relevant individual that his or her Personal Information will be disclosed to us; and

(v) directing the relevant individuals to our Privacy Policy available at www.sydneyfishmarket.com.au/Home/Privacy

21    Warranties and disclaimers

21.1  Our warranties and disclaimers

(a) The Competition and Consumer Act (2010) (Cth), including the Australian Consumer Law, implies certain conditions, warranties and undertakings in relation to the quality and fitness for purpose of services provided to consumers in Australia. These cannot be modified nor excluded by any contract, including these Platform Terms. Nothing in these Platform Terms purports to modify or exclude the conditions, warranties and undertakings, and other legal rights that you may have available under the Australian Consumer Law.

‍(b) To the maximum extent permitted by Law, including the Australian Consumer Law:

(i) we do not warrant or represent that the Platform:.

(A) will operate and be available uninterrupted or errorfree;

(B) is free from viruses or other harmful mechanisms;

(C) that data contained on the Platform will be accessible or backedup; or

(D) will be secure; and

(ii) the Platform is provided on an "as is" basis without warranties and we make no warranties about the accuracy, reliability, completeness, or timeliness of the Platform.

(c) All implied terms, conditions, warranties and any other additional obligations are excluded from these Platform Terms, to the maximum extent permitted by Law, including the Australian Consumer Law.

(d) We reserve the right to restrict, suspend or terminate your or your Authorised User's access to the Platform at any time without notice where we determine, in our sole discretion, acting reasonably, that this is necessary or desirable for purposes related to the efficient, proper and lawful operation of the Platform. We will not be responsible for any Loss that may arise as a result, except to the extent any Loss is caused by our fraud, gross negligence or wilful misconduct.

(e) We cannot and do not guarantee the privacy, security, authenticity or noncorruption of any information transmitted through, or stored in or via the Platform by Users.

(f) Subject to the terms and conditions of these Platform Terms, we will use commercially reasonable efforts to make the Platform available, subject to the need to conduct scheduled and emergency maintenance from time to time.

(g) To the maximum extent permitted by Law, including the Australian Consumer Law, you agree that:

(i) we make no warranties or representations (including as to non-infringement) with respect to any Listing;

(ii) we make no warranties or representations as to:

(A) the quality or safety of Products Listed on the Platform;

(B) the quality, truth, accuracy or currency of any Listing;

(C) the ability of Sellers to supply Products; or

(D) the ability of Buyers to make payment.

21.2  Your warranties

You represent and warrant to us that:

(a) the information you provide to us from time to time is true and correct and is not misleading;

(b) you have the legal capacity to buy and/or sell the Products (as applicable);

(c) you will only use the Platform in accordance with these Platform Terms.

22    Insurance

You are responsible for maintaining appropriate insurances related to product and public liability relevant to the activities that will be undertaken on or in connection with the Platform. Evidence of appropriate insurances must be provided to us upon request.

23    Liability

To the maximum extent permitted by Law, including the Australian Consumer Law, in no event will SFM or its Related Bodies Corporate be liable for, and you irrevocably release SFM and its Related Bodies Corporate from, any direct or indirect loss, damage or expense – except to the extent caused by the fraud, gross negligence or wilful misconduct of SFM or its Related Bodies Corporate – which may be suffered due to:

(a) your (including your Authorised Users') use of the Platform including where you (or your Authorised Users) enter into a Sales Contract;

(b) inaccessibility of the Platform; and / or

(c) the fact that certain information or materials contained on the Platform are incorrect, incomplete or not current, including (without limitation) User Data.

24    Your acknowledgement

You acknowledge and agree that we do not, by providing the Platform, provide advice or make recommendations to you and it is your responsibility, before making a Listing, accepting a Listing or entering into a Sale Contract, to make your own assessment and evaluations. We are not liable in any way for any Loss (including but not limited to indirect, special or consequential loss) suffered by you as a result of a decision to make, negotiate, accept or reject a Listing or a Sales Contract, except to the extent any Loss is caused by our fraud, gross negligence or wilful misconduct.

25    Termination

25.1  Generals

(a) To the full extent permitted by Law (including the Australian Consumer Law), we reserve the right, without obligation or liability to you or any third party, to:

(i) restrict, suspend or terminate your (or any of your Authorised Users') access to all or part of the Platform (including your account) temporarily or permanently; and  

(ii) terminate your account or prevent you (or any of your Authorised Users) from accessing all or parts of your account details or other content contained in your account temporarily or permanently,

in our sole and absolute discretion, acting reasonably, at any time. We are not responsible for, and you irrevocably release us from, any Loss that may arise as a result, except to the extent any Loss is caused by our fraud, gross negligence or wilful misconduct.

(b) We reserve the right to discontinue provision of the Platform at any time in our sole and absolute discretion, provided that, where possible we will seek to provide you with reasonable advance notice (where possible, at least 30 days' prior) of such discontinuance by publication on the Platform.

25.2  Consequences of termination

(a) Upon termination or discontinuance:

(i) you will cease all use of the Platform, and we reserve the right to delete your account and all User Data.

(ii) you will be indebted to us for the payment of any outstanding fees and we may set-off the amount of any such outstanding fees from any money which is otherwise payable by us to you;

(iii) any such fees to us are payable within five Business Days of the notice of termination / discontinuance (unless we agree otherwise in writing); and

(iv) you will cease to be a Seller or Buyer (as the case may be) and unable to transact on the Platform.

(b) The amount to which you are entitled on termination is limited to any outstanding amounts owing to you by us for Products that have been Delivered or Products to be Delivered.

26    GST

26.1  Recovery of GST

If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply (the GST Amount).  Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration for the supply is provided.  If a tax invoice is not received prior to the provision of that other consideration, the GST Amount is payable within 10 days of the receipt of a tax invoice.  This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive.

26.2  Sale of non-GST free Products by Seller to SFM

(a) We reserve the right to discontinue provision of the Platform at any time in our sole and absolute discretion, provided that, where possible we will seek to provide you with reasonable advance notice (where possible, at least 30 days' prior) of such discontinuance by publication on the Platform.

(b) SFM and the Seller agree that:

(i) SFM can issue tax invoices in respect of the supply of any Products made by the Seller to SFM under or in connection with this Agreement which is a taxable supply; and

(ii) the Seller will not issue tax invoices in respect of these supplies.

(c) The Seller acknowledges that it is registered for GST when it enters into this Agreement and that it will notify SFM if it ceases to be so registered.

(d) SFM acknowledges that it is registered for GST when it enters into this Agreement and that it will notify the Seller if it ceases to be so registered.

26.3  Liability net of GST

Where any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it shall be reduced by any input tax credit entitlement in relation to the relevant cost, expense or other liability.

26.4  Adjustment events

If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST Amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.

26.5  Definitions

Unless the context requires otherwise, words and phrases used in this clause that have a specific meaning in the GST law (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) shall have the same meaning in this clause.

27    Dispute resolution

(a) If a dispute or difference arises out of, or in connection with, these Platform Terms or any document referenced in them, or the Platform (Dispute), it must be dealt with in accordance with this clause. However, this clause does not affect the right of either SFM or a User to institute legal proceedings to seek injunctive or urgent declaratory relief in respect of a Dispute or any other matter.

(b) You must continue to follow these Platform Terms even if there is a Dispute.

(c) A dispute may be raised by completing the SFMblue dispute form and submitting via email to info@SFMblue.com.au

(d) Where a Dispute concerns an alleged difference between the Product specifications provided at the Point of Sale and the time of Delivery, the process in clause 6.2 applies.

(e) At our discretion, we may withhold payment to the Seller of any disputed amounts pending resolution of the relevant Dispute.

(f) A Dispute about any matter arising in connection with products that have been Delivered must be     notified to SFM within 24 hours of Delivery, after which time both the Buyer and the Seller will be deemed to have foregone their rights to raise a Dispute.
Note: Dispute timeframe for live seafood (including molluscs) and Ready To Eat seafood (including cooked and sashimi) products is 6 hours.

(g) The submission of a SFMblue quality dispute form may trigger a price adjustment. SFM will decide on an appropriate adjustment based on the details of the dispute and then attempt to obtain approval from both the Buyer and Seller. It is targeted to resolve the price adjustment within 8 business hours from the point of SFM receiving the quality dispute form. If the Buyer and/or Supplier does not respond to the price discussion within 4 business hours of receiving a first communication, SFM may proceed with the price adjustment.

(h) This clause 27 is without prejudice to any person's rights under the Australian Consumer Law.

28    Miscellaneous

28.1  Interpretation

This document is not to be interpreted against the interests of a party merely because that party proposed this document or some provision of it or because that party relies on a provision of this document to protect itself.

28.2  Our relationship with you

Nothing in these Platform Terms imposes any fiduciary duty on SFM or you. Neither SFM nor any User are authorised to bind each other in any way.

28.3  Operation of indemnities

Each indemnity in these Platform Terms survives the expiration or termination of the Platform Terms. You and SFM may each recover a payment under an indemnity in these Platform Terms before making the payment in respect of which the indemnity is given.

28.4  Notices

Any notice, demand, consent or other communication (a Notice) given or made under these Platform Terms:

(a) must be in writing and signed by the sender or a person duly authorised by the sender (or in the case of email, set out the full name and position or title of the sender or person duly authorised by the sender);

(b) must be delivered to the intended recipient in person or by fax or email to the fax number or email address last notified by the intended recipient to the sender;

(c) will be conclusively taken to be duly given or made:

(i) in the case of delivery in person, when delivered;

(ii) in the case of fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax number or name of recipient and indicating that the transmission has been made without error; and

(iii) in the case of email, the earlier of:

(A) the time that the sender receives an automated message from the intended recipient's information system confirming delivery of the email;

(B) the time that the email is first opened or read by the intended recipient, or an employee or officer of the intended recipient; and

(C) two hours after the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives, within that two hour period, an automated message that the email has not been delivered,

but if the result is that a Notice would be taken to be given or made:

(iv) in the case of delivery by hand, post or fax, at a time that is later than 5pm;

(v) in the case of delivery by email, at a time that is later than 5pm; or

(vi) on a day that is not a Business Day, in the place specified by the intended recipient as its postal address as specified under these Platform Terms, it will be conclusively taken to have been duly given or made at the start of business on the next Business Day in that place.

28.5  Assignment

(a) You may only assign, encumber, declare a trust over or otherwise deal with your rights under these Platform Terms with our prior written consent.

(We may assign, encumber, declare a trust over or otherwise deal with our rights under these Platform Terms.

28.6  Operation of these Platform Terms

(a) These Platform Terms contain the entire agreement between SFM and you about its subject matter. To the extent permitted by Law, any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by these Platform Terms and has no further effect. If these Platform Terms are inconsistent with any other document or agreement between you and SFM, the Platform Terms prevail to the extent of the inconsistency.

(b) Any provision of these Platform Terms which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make the Platform Terms enforceable, unless this would materially change the intended effect of the Platform Terms.

(c) You and SFM must each do anything (including execute any document) reasonably required to give full effect to these Platform Terms.

28.7  Survival

Clauses 14.4, 16, 18, 20, 21, 23, 26 and this clause 28.7 survive the expiration or termination of these Platform Terms or discontinuance of the Platform, as does any other provision which is expressed to survive, or by its nature survives, expiration or termination.

28.8  Governing law

These Platform Terms (and any document referenced in them) and any dispute arising out of or in connection with any of them are governed by the laws of New South Wales. You and SFM each submit to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them, in respect of any proceedings arising out of or in connection with these Platform Terms (and any document referenced in them).

28.9  Definitions and interpretation

(a) Authorised User means an employee, contractor or other representative of a User (excluding us) who accesses or uses the Platform on behalf of, and as agent for, the relevant User.

(b) Business Day means a day other than a Saturday or Sunday or a day that is partly or wholly observed as a public holiday in the location in which an activity is to be performed under these Platform Terms.

(c) Delivery Point means a location nominated by the Buyer from a range of available options specified by the Seller in the Listing.

(d) Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semiconductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in confidential information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which subsist or may hereafter subsist anywhere in the world.

(e) IP Materials means material in whatever form, including documents, specification, designs, plans, reports, products, equipment, information, data, concepts, inventions, processes, formulae, know-how, graphic layouts, images and software.

(f) Law includes all legislation, ordinances, regulations, by-laws, local laws, orders, proclamations, principles of law or equity, standards, codes, guidelines, and directions or notices issued by any authority, each as amended or replaced from time to time.

(g) Loss includes any loss, cost, expense, damage or liability (including any fine, penalty or debt due) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract (including any breach of these Platform Terms), in equity (including breach of an equitable duty, breach of confidentiality or breach of fiduciary duty), under statute (including breach of statutory duty) (to the maximum extent possible), in tort (including for negligence or negligent misrepresentation) or otherwise (including in restitution).

(h) Personal information has the meaning given to that term in the Privacy Act 1988 (Cth), as amended from time to time.

(i) Platform Materials means all IP Materials created and produced by or on your behalf and uploaded to the Platform.

(j) Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).

(k) User Background Material means all IP Materials:

(i) created by or on behalf of you (or a third party) prior to your acceptance of these Platform Terms or independently of these Platform Terms; and

(ii) used or otherwise provided by you in the course of purchasing and/or selling the Products (as applicable),

but excluding the Platform Materials.

(l) User Data means any data uploaded or created by you or your Authorised Users on the Platform. User Data includes Listings, all information relating to the sale and/or purchase of Products by you or on your behalf, and any of your business or commercial information that is provided to us or other Users through use of the Platform.

Appendix: Rate Card  

https://www.sfmblue.com.au/buyer/pricing
https://www.sfmblue.com.au/seller/rates