Seller Terms and Conditions

  1. Introduction and contract formation
  2. Term and termination
  3. Agency relationship
  4. Seller Administration Section on the Website
  5.  Seller's product information
  6. Seller's terms of supply
  7. Customer Orders, payment and fulfilment
  8. Returns, refunds, disputed payments and dissatisfied Customers
  9. Foxy Underground Commission and Fees and net payment to Seller
  10. 10. GST for Australian Sellers
  11. GST for Non-Australian Sellers
  12. Exclusions of and limitations on liability
  13. Intellectual property rights
  14. Miscellaneous
  15. Definitions and interpretation

1. Introduction and Contract Formation

1.1 Foxy Underground provides a curated online marketing and ecommerce platform that specialises in sustainable products only. Seller intends to sell their products via the Foxy Underground online store.
1.2 The relationship between Seller and Foxy Underground is one of principal and agent. When a Customer purchases a product from the Website, the contract for sale is formed between the Customer and Seller. The product is shipped by Seller directly to the Customer and does not come into the ownership or possession of Foxy Underground at any time. In relation to such contracts, Foxy Underground acts solely as the agent of Seller. Foxy Underground also provides various marketing and advertising services to promote the sale of Seller's products.
1.3 By agreeing to Foxy Underground displaying agreed products from the seller on the online store or using the Website as a marketing platform, Seller agrees to be bound by these terms and conditions.
1.4 Foxy Underground may amend these terms and conditions and the applicable Commission rate and Fees from time to time and will notify Seller of any such amendments
1.5 Capitalised terms are defined in clause 15.

2. Term and Termination

2.1 This Agreement will commence on the date on which Foxy Underground uploads the sellers content to the Website and will continue for an indefinite period, subject to termination under clause 2.2.
2.2 Either party may terminate this Agreement at any time without cause by giving notice of termination to the other.
2.3 On termination of this Agreement (a) Foxy Underground will immediately remove Seller's products from the website and any additional product Information or story content from the Website; and (b) Seller will continue to perform its obligations under this Agreement for Orders received before termination. See also Clause 13.1.

3. Agency Relationship

3.1 Seller irrevocably and unconditionally appoints Foxy Underground as Seller's agent to (a) offer and sell products that agent displays on its website; (b) 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 (c) do all other things necessary or desirable in relation to the promotion, sale and supply of Seller's products on the Website, including promotion through print catalogues, print advertisements, Google AdWords, Facebook, eBay and other print and electronic media channels.
3.2. When a Customer makes a purchase on the Website, Foxy Underground in its capacity as Seller's agent will cause the Website to automatically generate an invoice for that transaction. Seller will not render any separate or additional invoice in respect of such sale.
3.3 Seller acknowledges that Foxy Underground is not a party to, and has no obligations under or in relation to, any agreement that is formed between Seller and a Customer for the sale and purchase of any product.
3.4 Seller assumes all liability for the performance of all obligations and the discharge of all liabilities under or in relation to (a) all agreements for the sale of a product on the Website; (b) any product supplied by Seller to a Customer; (c) the fulfilment of any Order accepted by Foxy Underground on behalf of Seller; (d) the publication of Seller's Information on the Website; and (c) any Loss or Tax relating to or arising out of the supply or sale of any product by the Seller from one territory to a Customer located in, or purporting to be located in, another territory.
3.5 Seller indemnifies Foxy Underground against any Losses or Claims suffered or incurred by Foxy Underground in relation to (a) any agreement that is formed between Seller and a Customer for the purchase of any product by a Customer from Seller; (b) any product supplied by Seller to a Customer; (c) any Order accepted by Foxy Underground on behalf of Seller; (d) the publication of any of Seller's Information on the Website; (e) any breach by Seller of this agreement; and (f) any cost, expense, Loss, claim, action or proceedings incurred by or made against Foxy Underground relating to or arising out of any Tax that relates to or arises out of the supply or sale of any product by the Seller from one territory to a Customer located in, or purporting to be located in, another territory.

4. Seller Administration Section on the Website

4.1 Foxy Underground will provide a Seller Administration Section on the Website where Seller can manage Orders.
4.2 Seller will provide the necessary computer hardware, software and internet services to access and use the Seller Administration Section. Foxy Underground has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software.
4.3 Seller will ensure that at all times (a) all computer hardware and software it uses to access and interoperate with the Website is equipped and functions with up-to-date software and protection against Viruses; and (b) that information supplied electronically to Foxy Underground and to the Website is submitted free from Viruses.
4.4 The Seller Administration Section requires Seller to set up a password. Seller will keep any such password confidential, not disclose it to any third party and notify Foxy Underground if Seller suspects there has been any improper use or disclosure. Seller is responsible for any access to or use of a Store that is made with Seller's password unless and until Seller has notified Foxy Underground of any suspected improper use.
4.5 Seller will not (a) use the Seller Administration Section or the Website beyond the scope of use contemplated by this Agreement; (b) access the Seller Administration Section or the Website unlawfully; (c) modify or make derivative works based on the Website; (d) attempt to reverse engineer or access the backend of the Website with the intention of creating a competitive product or service; or (e) copy or build any concepts, features, functions or graphics based on the Website. Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that Foxy Underground will be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach.

5. Seller's Product Information

5.1 Seller will ensure that Seller's product Information:
is accurate, complete, up-to-date and not misleading or deceptive;
complies with all applicable laws;
5.1.1 Seller agrees to provide all and any marketing material to Foxy Underground including but not limited to product images, product videos, product certification and provenance details directly relating to the Foxy Underground product criteria.
5.2 If Seller chooses to designate a product as Exclusive in its Store, Seller will ensure that such product is and continues to be Exclusive for as long as it is so designated.
5.3 Seller will ensure that all products offered for sale on Foxy Underground are of a nature consistent with Foxy Underground's reputation as a sustainable shopping site for quality products.
5.4 Sellers products must fulfil one or several of the below criteria:

5.5 Seller will not do anything that adversely affects the reputation or goodwill of Foxy Underground or the Website. Foxy Underground may immediately remove any product or any of Seller's Information from the Website if Foxy Underground believes that it fails to comply with this Agreement, or that it is inconsistent with the ‘look and feel' of the Website.
5.6 Seller acknowledges that Foxy Underground retains the absolute and unconditional right to determine:

6. Seller's Terms of Supply

6.1 Seller will offer, sell and supply products to purchasers who use the Website on the Standard Customer Terms and on no other terms and conditions.
6.2 Seller acknowledges that Foxy Underground is not responsible for providing Seller with any legal advice on the Standard Customer Terms. Seller should obtain its own legal advice to determine whether the Standard Customer Terms are suitable for the Seller and its products.
6.3 Subject to clause 6.4, Seller will offer its Customers Free Delivery on all products purchased through the Website.
6.4 In the case of unusually heavy or bulky items, Foxy Underground may in its absolute discretion permit Seller to charge extra for delivery.
6.5 Unless otherwise agreed by Foxy Underground, Seller will ensure that the prices of products offered for purchase are the same as or lower than the prices for those products available for purchase on Seller's Website.

7. Customer Orders, Payment and Fulfilment

7.1 If a Customer places an Order:

7.2 Upon notification of an Order, Seller will:


7.3 Seller will not include Seller's Website URL, contact particulars or any marketing materials with a shipped Order, other than those required by or pursuant to this Agreement.
7.4 If Seller ships a product in fulfilment of an Order and the Customer does not receive the product for any reason, Seller will promptly ensure that alternative fulfilment arrangements are executed.

8. Returns, Refunds, Disputed Payments and Dissatisfied Customers

8.1 Seller will adopt and adhere to the Returns Policy. Seller may offer Customers additional rights of return or replacement provided that such rights are more favourable to the Customer.
8.2 Foxy Underground will use its best endeavours to resolve Customer enquiries relating to returns and refunds and in accordance with the Returns Policy, in its capacity as agent for the Seller. In cases which are resolved by the issue of a Store Credit or a refund (a) Seller will reimburse Foxy Underground for the value of the Store Credit or refund; and (b) Foxy Underground will not charge Commission in relation to the sale in question and will create a credit in favour of Seller for any Commission that has already been paid.
8.3 If a Customer disputes a payment charged for an Order (a) Foxy Underground will notify Seller of the dispute and provide Seller with a reasonable opportunity to demonstrate why the payment should not be reversed or charged-back; (b) Seller will provide Foxy Underground with all reasonable information, assistance and co-operation required to resolve the dispute within the timeframes imposed by the Website Payment Provider. In cases which are resolved by the reversal of the payment (a) Seller will reimburse Foxy Underground for any Charge-back Fee; and (b) Foxy Underground will not charge Commission in relation to the sale in question and will create a credit in favour of Seller for any Commission that has already been paid.
8.4 If a Customer is dissatisfied with Seller's service or delivery times, then (a) Foxy Underground may in its capacity as agent of the Seller issue a Store Credit to the Customer for a value no greater than 50% of the amount paid by the Customer for the relevant products; and (b) Seller will reimburse Foxy Underground for the value of the Store Credit.

9. Foxy Underground Commission and Fees and Net Payment to Seller

9.1 Seller will pay Foxy Underground (a) the Commission in relation to each Order; and (b) all Fees.
9.2 On or about the 15th day of each month (a) Foxy Underground will invoice Seller for Commission on Orders shipped during the previous month and any applicable Fees; (b) Foxy Underground will deduct the Commission, Fees and any adjustments for Store Credits or refunds from the payments it has collected pursuant to clause 7 and will pay the net amount to Seller, either by electronic funds transfer or by PayPal; and (c) Foxy Underground will provide Seller with a statement showing details of how the net amount is calculated, including any credits or offsets pursuant to clause 8
9.3 If the amount of such invoice is greater than the amount collected pursuant to clause 7, Foxy Underground may at its discretion either (a) create a credit note for the difference and offset it against amounts payable to Seller in subsequent months; or (b) invoice Seller for the difference, payable within 14 days of the invoice date.
9.4 Foxy Underground may reduce any amounts payable to Seller under this Agreement by any amount that is payable by Seller to Foxy Underground.

10. GST for Australian Sellers

10.1 This clause 10 applies only to Australian Sellers.
10.2 Seller must supply a valid ABN and be registered for GST.
10.3 Invoices issued by Foxy Underground pursuant to clause 9.2(a) will be inclusive of GST.
10.4 If the Delivery Address for the Order is in Australia, the invoice generated pursuant to clause 3.2 and the net amount paid to Seller pursuant to clause 9.2(b) will include GST that Seller is required to collect from the Customer. Seller acknowledges that it is liable to report and remit such GST to the Australian Commissioner of Taxation.
10.5 If the Delivery Address for the Order is not in Australia, the invoice generated pursuant to clause 3.2 and the net amount paid to Seller pursuant to clause 9.2(b) will not include any GST component. In respect of such Orders, Seller will ensure that the products are exported within the time period referred to in Clause 7.2 or within 60 days from the date of the Order, whichever first occurs.

11. GST for Non-Australian Sellers

11.1 This clause 11 applies only to Non-Australian Sellers.
11.2 Seller warrants in terms of the GST Law that (a) it is not carrying on an enterprise in Australia; and (b) it is not carrying on a business in Australia either at or through a fixed and definite place of its own for a sufficiently substantial period of time, or through an agent; and (c) it is not registered or required to be registered for GST.
11.3 Title to the products sold by a Non-Australian Seller pursuant to any Order will pass outside Australia. If the Customer provides a delivery address in Australia, that Customer will be responsible for importing the goods to Australia.
11.4 Notwithstanding anything elsewhere contained in this Agreement, Foxy Underground does not have the power to bind Seller into legal relations and does not have any right or authority to obligate Seller to accept any Order.
11.5 Invoices issued by Foxy Underground pursuant to clause 9.2(a) will be exclusive of GST.
11.6 Invoices generated pursuant to clause 3.2 and the net amount paid to Seller pursuant to clause 9.2(b) will not include any GST component.

12. Exclusions of and Limitations on Liability

12.1 Seller acknowledges and agrees that:

12.2 Subject to clause 12.3, all expressed or implied warranties, representations, statements, terms and conditions relating to this agreement or its subject matter (including the Website) that are not contained in this Agreement are excluded to the maximum extent permitted by law.
12.3 Nothing in this agreement excludes, restricts or modifies any Non-Excludable Provision.
12.4 If a Non-Excludable Provision applies to this Agreement and Foxy Underground is entitled at law to limit Seller's remedy for a breach of that Non-Excludable Provision, then Foxy Underground's liability is limited to one or more of the following at Foxy Underground's option:

12.5 Subject to clauses 12.6 and 12.7 and subject to Foxy Underground's obligations under any Non-Excludable Provisions, to the maximum extent permitted by law, Foxy Underground'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 lesser of $2,000 and the aggregate amount of Commissions and Fees that Foxy Underground has received from Seller.
12.6 The limitation in clause 12.5 does not apply to Foxy Underground's obligation to remit payments to Seller that are collected by Foxy Underground under this Agreement.
12.7 Subject to Foxy Underground's obligations under any Non-Excludable Provisions, to the maximum extent permitted by law, Foxy Underground is not liable for, and no measure of damages will, under any circumstances, include special, indirect, consequential, incidental or punitive damages or damages for loss of profits, goodwill, anticipated savings or Loss or corruption of data 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.

13. Intellectual Property Rights

13.1 Seller grants Foxy Underground a world-wide, non-exclusive, royalty-free license (including the right to sublicense) to use, reproduce and communicate to the public Seller's Information:

13.2 Seller represents and warrants that the products displayed on the website and Seller's Information do not infringe the Intellectual Property Rights of any third party. Seller indemnifies Foxy Underground against any Loss that Foxy Underground may suffer or incur as a result of any Claim brought against Foxy Underground that the products displayed on the website or the Seller's Information infringes the Intellectual Property Rights of any third party.
13.3 Foxy Underground or its licensors retain ownership of all Intellectual Property Rights in and to the Website (other than Seller's Information). Except as expressly permitted by this Agreement, Seller will not use or reproduce Foxy Underground's name, logo or trade marks without Foxy Underground's prior written approval.

14. Miscellaneous

14.1 Seller will comply with all applicable laws in relation to the performance of its obligations under this Agreement, Seller's products made available for purchase on the Website and Seller's dealings with any purchasers of such products.
14.3 Seller may only use the information that Foxy Underground provides to Seller in relation to a Customer for the purposes of providing the Customer with products that are purchased by the Customer using the Website. Seller will not use such information for marketing or any other purposes.
14.4 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.
14.5 This Agreement is governed by the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.
14.6 Waiver of any right, power, authority, discretion or remedy arising on default under this Agreement must be in writing and signed by the party granting the waiver.
14.7 Seller will not assign this Agreement or any right or benefit under, relating to or arising out of this Agreement except with Foxy Underground's prior written consent.

15. Definitions and Interpretation

15.1 The following definitions apply in these terms and conditions:

15.2 The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Conditions.
15.3 Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender.
15.4 References to a person include an individual, company, corporation, firm or partnership.
15.5  All references to clauses are to the clauses in this Agreement unless otherwise stated.
15.  References to the words "include", "includes", "including", "in particular" or any similar words do not limit the words proceeding or following.