Website Terms & Conditions

WHAT PARTS OF THIS AGREEMENT APPLY TO ME?

This agreement governs your use of the online gift marketplace available at https://unwrapp.com.au and via our mobile application (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Unwrapp Pty Ltd ABN 17 669 278 666

The remainder of this agreement is divided into three parts:

• Part A (All Users), which sets out terms that apply to all Users;
• Part B (Vendors), which sets out additional terms that apply to Vendors, being Users who register for a Vendor Account and/or offer to sell goods or services through the Platform; and
• Part C (Customers), which sets out additional terms that apply to Customers, being Users who register for a Customer Account and/or offer to buy goods or services through the Platform.

If you intend to use the Platform as a Vendor, only Parts A and B of this agreement will apply to you.

If you intend to use the Platform as a Customer, only Parts A and C of this agreement will apply to you.

When we talk about the “Gifts” in this agreement, we are referring to the goods or services available through the Platform via Vendors.

When we talk about the “Services” in this agreement, we are referring to the services available through our Platform, our website and any associated services we offer.

 

Part A   All Users

1             ELIGIBILITY

(a)          This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

(b)          Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.

(c)          If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

2             ACCOUNTS

(a)          In order to use most of the functionality of the Platform, all Users will be required to sign-up, register and receive an account through the Platform (an Account).

(b)          As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by Unwrapp from time to time.

(c)          You warrant that any information you give to Unwrapp in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

(d)          You may register for an Account using your Google+, Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.

(e)          Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User. 

(f)           Once you complete the Account registration process, Unwrapp may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(g)          Unwrapp reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(h)          Unwrapp may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3             USER OBLIGATIONS

As a User, you agree:

(a)          not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(b)          to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Unwrapp of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

(c)          to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive services, including by not using the Platform:

(d)          not to act in any way that may harm the reputation of Unwrapp or associated or interested parties or do anything at all contrary to the interests of Unwrapp or the Platform;

(e)          not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Unwrapp;

(f)           that Unwrapp may change any features of the Platform or Services offered through the Platform at any time without notice to you;

(g)          that information given to you through the Platform, by Unwrapp or another User including a Vendor, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(h)          that Unwrapp may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.

4             RESTAURANT LISTINGS [OPTIONAL]

(a)          the Platform may provide links to third party restaurants, companies, agencies, organisations or departments (Restaurants) owned and operated by third parties that are not under the control of Unwrapp;

(b)          Unwrapp does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Restaurant listed on the Platform;

(c)          Unwrapp posts information on the goods and service offerings of Restaurants (Restaurant Listings), which are based on the information provided by Restaurants and are subject to the terms and conditions of the Restaurants;

(d)          the provision by Unwrapp of Restaurant Listings does not imply any endorsement or recommendation by Unwrapp of any Restaurant or Restaurant Listing;

(e)          Unwrapp has no obligation to verify the identity of Restaurants or any information on a Restaurant Listing and you should make your own inquiries as to the identities of Restaurants and the information on a Restaurant Listing before engaging in contracts with those Restaurants or pursuing any goods or services in a Restaurant Listing;

(f)           there is no functionality on the Platform to communicate with a Restaurant and you must contact the Restaurant directly to pursue a Restaurant Listing;

(g)          any terms and conditions relating to a Restaurant Listing or quote provided by a Restaurant constitute a contract between you and the Restaurant once agreed and do not involve Unwrapp in any way; and

(h)          clause 12 below also applies to any content in Restaurant Listings.

5             POSTED MATERIALS

5.1          WARRANTIES

                By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

(a)          you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

(b)          the Posted Material is accurate and true at the time it is provided;

(c)          any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d)          the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e)          the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(f)           the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(g)          the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(h)          the Posted Material does not breach or infringe any applicable laws.

5.2        LICENCE

(a)          You grant to Unwrapp a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Unwrapp to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b)          If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Unwrapp from any and all claims that you could assert against Unwrapp by virtue of any such moral rights.

(c)          You indemnify Unwrapp against all damages, losses, costs and expenses incurred by Unwrapp arising out of any third-party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

5.3        REMOVAL

(a)          Unwrapp acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Unwrapp may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

(b)          You agree that you are responsible for keeping and maintaining records of Posted Material.

6             REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS

                Unwrapp will have no liability or obligation to you if:

(a)          a Customer or Vendor cancels at any time after the time for delivery of the Gift Listing is agreed; or

(b)          for whatever reason, including technical faults, the services in a Gift Listing cannot be performed or completed,

                and you will not be entitled to any compensation from Unwrapp.

7             IDENTITY VERIFICATION

(a)          (Verification) We may offer or require Users to verify their details using our processes or an external identity verification service as applicable (Verification Service). 

(b)          (Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy as set out in clause 18. Where a Verification Service is used, you acknowledge and agree that:

(c)          (Fees) We may charge non-refundable fees for the Verification Service, as set out on the Platform. 

(d)          (Warranty and Indemnity) You acknowledge and agree that:

8             NOTICE REGARDING APPLE

                If you are accessing the Platform from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

(a)          this agreement are between you and Unwrapp and not with Apple. Apple is not responsible for the Application or any content available on the App;

(b)          Apple has no obligation whatsoever to furnish any maintenance and support for the Platform;

(c)          in the event of any failure of Unwrapp to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Platform. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Unwrapp’s responsibility;

(d)          Apple is not responsible for addressing any claims by you or any third party relating to the Platform, including, but not limited to:

(i)           product liability claims;

(ii)          any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and

(iii)         claims arising under consumer protection, privacy, or similar legislation;

(iv)         in the event of any third-party claim that the Platform or your use of the Platform infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;

(e)          that you represent and warrant that:

(i)           you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and

(ii)          you are not listed on any U.S. Government list of prohibited or restricted parties;

(f)           you must comply with applicable third-party terms of agreement when using the Platform; and

(g)          Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third-party beneficiary. 

9             PAYMENTS

(a)          We may use a third-party online payment partner (Online Payment Partner) to collect payments on the Platform, including for our Services.

(b)          The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.

(c)          Payments made through the Online Payment Partner may be held for a period of 14 days (Payment Holding Period). We impose a Payment Holding Period to ensure compliance with our refund and dispute resolution policies. If no complaints are received during this period, funds will be released as follows:

(i)           payment to Vendors for their products or services, less the Vendor commission.

(ii)          payment to delivery partners for their services

(iii)         retained commission to Unwrapp.

(d)          You agree to release Unwrapp and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

(e)          We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

10          SERVICE LIMITATIONS

                The Platform, and the information on the Platform, is made available to you strictly on an ‘as is’ basis. It is not comprehensive and is only intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information the Platform, without limitation, you acknowledge and agree that Unwrapp cannot and does not represent, warrant or guarantee that:

(a)          the Platform will be free from errors or defects;

(b)          the Platform will be accessible at all times;

(c)          messages sent through the Platform will be delivered promptly, or delivered at all;

(d)          information you receive or supply through the Platform will be secure or confidential; or

(e)          any information provided through the Platform is accurate or true.

11          INTELLECTUAL PROPERTY

(a)          Unwrapp retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b)          You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of using any benefits of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from Unwrapp or as permitted by law.

(c)          In this clause 11, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

12          THIRD PARTY CONTENT

                The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Unwrapp accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third-Party Content.

13          THIRD PARTY TERMS

(a)          Any service that requires Unwrapp to acquire goods and services supplied by a third party on behalf of the Customer (including a third-party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.

(b)          Users agree to familiarise themselves with any Third-Party Terms applicable to any such goods and services and, by instructing Unwrapp to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third-Party Terms.

14          DISPUTES BETWEEN USERS

(a)          If you have a dispute with another User, you should notify us about the dispute using the functionality available on the Platform and we may choose to assist in resolving the dispute. You release Unwrapp from all claims, demands, loss, liability, expenses and damage (whether direct or indirect) arising out of any dispute between you and another User.

(b)          Any costs you incur in relation to a complaint or dispute will be your responsibility.

(c)          Unwrapp has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute. If any determination is made by Unwrapp regarding your dispute, this determination will be final.

(d)          If you have a dispute with Unwrapp, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.

(e)          Notwithstanding any other provision of this clause 14, you or Unwrapp may at any time cancel your Account or discontinue your use of the Platform.

15          SECURITY

                Unwrapp does not accept responsibility for loss, interference or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference (for example, worms or trojan horses).

16          DISCLAIMER

(a)          (Introduction service) Unwrapp is a medium that facilitates the introduction of Customers and Vendors for the purposes of selling and buying goods or services. Unwrapp simply collects a Commission in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Vendors in relation to such services or otherwise resulting from the introduction.

(b)          (Limitation of liability) To the maximum extent permitted by applicable law, Unwrapp limits the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement to the value of $500.

(c)          (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.

(d)          (Consumer law) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

(e)          (Indemnity) The parties agree to indemnify each other and their employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from either parties (or their representatives):

(i)           breach of any term of this agreement;

(ii)          use of the Platform; or

(iii)         provision or receipt of Services from another User.

(f)           (Consequential loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us, except:

(i)           in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(ii)          to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

17          CONFIDENTIALITY

                You agree that:

(a)          no information owned by Unwrapp, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

(b)          all communications involving the details of other users on this Platform and of the Vendor are confidential and must be kept as such by you and must not be distributed nor disclosed to any third party.

18          PRIVACY

                You agree to be bound by the clauses outlined in Unwrapp’s Privacy Policy, which can be accessed here https://unwrapp.com.au/privacy-policy/

19          COLLECTION NOTICE

(a)          We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b)          Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

(c)          If you are a Vendor, you are responsible for your own privacy obligations when collecting personal (or sensitive) information from Customers. If you are a Customer, you must ensure you read the privacy policies of the Vendors.

20          TERMINATION

(a)          Unwrapp reserves the right to terminate a User’s access to any or all of the Platform (including any listings or Accounts) at any time without notice, for any reason.

(b)          In the event that a User’s Account is terminated:

(i)           the User’s access to all posting tools on the Platform will be revoked;

(ii)          the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and

(iii)         the User may be unable to view the details of other Vendors (including contact details, geographic details and any other details), and all service listings previously posted by the respective User will also be removed from the Platform.

(c)          Users may terminate their Account at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, Unwrapp will effect such termination within a reasonable time after receiving written notice from the User.

(d)          Notwithstanding termination or expiry of your Account, this agreement, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

21          TAX

                You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and Unwrapp will not be held accountable in relation to any transactions between Customers and Vendors where tax related misconduct has occurred.

22          RECORD / AUDIT

                To the extent permitted by law, Unwrapp reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Unwrapp.

23          NOTICES

(a)          A notice or other communication to a party under this agreement must be:

(i)           in writing and in English; and

(ii)          delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b)          Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i)           24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii)          when replied to by the other party,

whichever is earlier.

24        GENERAL

24.1     GOVERNING LAW AND JURISDICTION

                This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

24.2     WAIVER

                No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

24.3     SEVERANCE

                Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

24.4     JOINT AND SEVERAL LIABILITY

                An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

24.5     ASSIGNMENT

                A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

24.6     COSTS

                Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

24.7     ENTIRE AGREEMENT

                This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

24.8     INTERPRETATION

(a)          (singular and plural) words in the singular includes the plural (and vice versa);

(b)          (gender) words indicating a gender includes the corresponding words of any other gender;

(c)          (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d)          (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e)          (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f)           (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g)          (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h)          (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i)           (includes) the word “includes” and similar words in any form is not a word of limitation; and

(j)           (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

 

Part B  Vendors

1             ELIGIBILITY AND QUALIFICATIONS

(a)          You must verify that any Customer is over 18 years old or has their parent or guardian’s consent to use the Platform.

(b)          If in any of your Gift Listings or anywhere on your Account you hold yourself out to possess certain qualifications or licences (Qualifications), you warrant to Unwrapp that you do hold such Qualifications and if requested, will promptly provide Unwrapp with evidence of the Qualifications.

(c)          If you are selling liquor on the Platform, or if any of your Gift Listings relate to the sale of liquor, you represent and warrant that:

(i)           you hold the relevant liquor licence required in your jurisdiction that allows you to sell the beverages that you sell, or intend to sell, in the manner contemplated on the Platform (Liquor Licence); and

(ii)          you are authorised under the terms of your Liquor Licence to sell the beverages that you sell, or intend to sell, online through the Platform.

(d)          You are responsible for ensuring you comply with the terms of your Liquor Licence and all applicable laws. If your Liquor Licence is suspended, expired or terminated for any reason, including where any changes to your Liquor Licence affects your ability to participate in the Platform, you must immediately stop selling liquor on the Platform.

(e)          If you do not meet any requirements in this clause 1, or if your Liquor Licence is suspended, expired or terminated for any reason, then Unwrapp reserves the right to remove your Account from the Platform or revoke your Access to the Platform completely.

2           GIFT LISTINGS

2.1        ACKNOWLEDGEMENTS

                You acknowledge and agree that:

(a)          you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to provide Gifts (Gift Listing);

(b)          Unwrapp will review all proposed Gift Listings submitted by Vendors and may choose not to accept any listing at its discretion. Each Vendor may upload up to 25 products to their storefront. Requests to list more than 25 products will be reviewed and approved by Unwrapp on a case-by-case basis, and Unwrapp may also impose additional limits on the number of Gift Listings a Vendor can submit to the Platform.

(c)          any information you supply in a Gift Listings must be true, timely and accurate;

(d)          you must take all reasonable steps to provide the Gifts as described in every Gift Listing that is accepted by a Customer, including by not cancelling any part of such a Gift Listing;

(e)          you must deal with any dispute with a Customer in accordance with clause 14 the Platform of Part A;

(f)           any additional terms and conditions relating to a Gift Listing, or a quote provided via the Platform, are solely between you and the relevant Customer and do not involve Unwrapp in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement; and

(g)          Unwrapp will have no responsibility for the accuracy, reliability or timeliness of any Customer’s response to a Gift Listing.

2.2        PERISHABLE AND NON-PERISHABLE PRODUCTS

(a)          Vendors offering perishable products (e.g., food) must provide necessary documentation, including Food Authority Documentation, food safety certificates, as part of the account onboarding process

(b)          All perishable product listings must comply with applicable food safety regulations and standards.

(c)          Vendors offering non-perishable products must provide required verification documents during the onboarding process and when creating a Gift Listing.

(d)          All provided documents will be reviewed by Unwrapp for verification. Upon successful verification, Vendors will be approved to list their products on the Platform.

(e)          Vendors must ensure that all information and documentation provided remains up-to-date and accurate.

(f)           Unwrapp reserves the right to request updated documentation and re-verify Vendors periodically.

3             PROVISION AND DELIVERY OF GIFTS

(a)          You must ensure that all Gifts specified in a Gift Listing that is accepted by a Customer are provided:

(i)           in accordance with all applicable laws, regulations, tax obligations and industry standards;

(ii)          with due care and skill and in a professional, punctual and diligent manner;

(iii)         so that the Gifts are fit for their intended purpose; and

(iv)         on the date and at the times set out in the Gift Listing.

(b)          You acknowledge and agree that:

(i)           once a Customer has purchased a Gift on the Platform, it may take 2 business days for the order to be processed;

(ii)          once you have received confirmation of a Gift being ordered, you must promptly fulfil every order and deliver Gifts to Customers as soon as reasonably practical; and

(iii)         if a Customer requests to reschedule the delivery time or schedule for the Gifts for the Gifts listed in a Gift Listing, you may choose to accept or reject such a request.

(c)          Your Refund Policy (defined below) will apply in respect of any delayed delivery of a Gift, or any Gift that is unable to be fulfilled.

(d)          You further acknowledge and agree that Unwrapp may utilise third-party delivery partners to facilitate the delivery of products to Customers. If Unwrapp uses a third-party delivery partner, additional costs may be incurred by the Customer.

(e)          You must ensure that any products delivered through third-party delivery partners comply with all applicable delivery and safety standards.

(f)           You acknowledge and agree that a Customer may review any Gift Listing or Gifts you provide under a Gift Listing on the Platform in accordance with clause 5 of Part C of this agreement.

4             VENDOR FEES

(a)          Viewing the Platform and posting a Gift Listing is free.

(b)          You will be required to quote the cost of providing the Gifts specified in each Gift Listing to a Customer (Quoted Amount). We will charge you a commission of 7.5% of the Quoted Amount (Commission) for each Gift Listing that is accepted by a Customer. You must not attempt to recover the Commission from a Customer.

(c)          Unwrapp reserves the right to change or waive the Commission at any time by providing written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.

(d)          You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including GST) will be calculated and charged on the Quoted Amount and we will calculate the Commission on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount.

(e)          In addition to the Commission, Stripe will charge 0.25% + $0.25 per payout from Unwrapp to you.

(f)           For detailed pricing information on payment processing, you should refer to the official Stripe Connect Pricing page - https://stripe.com/au/connect/pricing

5             AMOUNTS PAYABLE TO YOU

(a)          The balance of the Quoted Amount minus the Commission will be the “Amounts Payable” to you.

(b)          The Amounts Payable will:

(i)           be held in your Online Payment Partner account by the Online Payment Partner in accordance with their terms and conditions; and

(ii)          be payable on a 14-day payment cycle, where you can request a withdrawal of the Amounts Payable every Monday using the functionality available on the Platform.

(c)          Once Unwrapp accepts your request to withdraw the Amounts Payable and releases payment, the Amounts Payable will arrive in your bank account within 5 business days from the date of payment. However, this timeframe is outside of our control and as such, we will not be liable for any delays with the Amounts Payable.

(d)          You:

(i)           appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting Amounts Payable from the Customer;

(ii)          agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and

(iii)         agree that all payments to your nominated bank account will be made in accordance with the timing specified by the Platform and the Online Payment Partner, which may vary depending on your geographic location.

6           REFUNDS, RETURNS & CANCELLATIONS

6.1        GENERAL

(a)          You must ensure that you have a refund, return and/or exchange policy clearly displayed on the Platform (Refund Policy). Your Refund Policy must be compliant with all applicable laws, including the Australian Consumer Law.

(b)          If you do not have a Refund Policy clearly displayed on the Platform, then the policy in clause 6.3 will apply.

(c)          You agree to honour and comply with the process set out in this clause 6 in the event of a pricing error in a Gift Listing.

6.2        CANCELLATION BY YOU

(a)          Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a Gift set out in an accepted Gift Listing, before you have delivered the Gift or performed the services related to the Gift, you must contact us using the Platform’s functionality, including by providing details as to why you are cancelling. If Unwrapp decides to investigate your request, you must provide assistance and information to Unwrapp as reasonably requested.

(b)          If we accept your request to cancel a Gift set out in an accepted Gift Listing, we may take one or more of the following actions:

(i)           cancel your Account;

(ii)          refund the Quoted Amount to the relevant Customer; and

(iii)         if we refund the Quoted Amount, require you to:

(A)          pay all or part of the Quoted Amount to us, and issue you with an invoice for that amount; or

(B)         offset all or part of the Quoted Amount against future Amounts Payable to you on the Platform.

6.3        REFUNDS, EXCHANGES AND RETURNS

(a)          If you do not have a Refund Policy, then this clause 6.3 applies.

(b)          (Change of mind policy) Subject to clause 6.3(c), you may choose to approve a Customer’s request for a change of mind refund, exchange or return if:

(i)           within 14 days of receiving a Gift, a Customer requests a refund, exchange or return of the Gift; and

(ii)          the Gift is:

(A)          unused and in its original condition; and

(B)         received by you within 10 days of notice of the refund, return or exchange being requested.

(c)          Without limiting the Australian Consumer Law, the change of mind policy in clause 6.3(b) does not apply to any of the following products: vouchers, gift cards, personalised or made to order goods, pierced jewellery, cosmetics and beauty products if hygiene seals are broken, pharmaceutical and health products, perishable goods and food items, personal care items, underwear and socks, bedding (such as mattresses, pillows and pillow protectors), earphones and headphones where the package has been opened, and large and bulky appliances.

(d)          (Faulty gifts) You may choose to approve a Customer’s request for a refund, exchange or return if:

(i)           a Customer has claimed that a Gift they have purchased from you is faulty;

(ii)          the Customer sends you the Gift for further inspection; and

(iii)         upon your inspection of the Gift, you reasonably determine that the Gift is faulty.

(e)          If you choose to approve of a refund, exchange or return requested by a Customer in accordance with this clause 6.3, we will either:

(i)           refund the Quoted Amount to the relevant Customer and either:

(A)          require you to pay the Quoted Amount to us, and issue you with an invoice for that amount; or

(B)         offset the Quoted Amount against any future Amounts Payable to you on the Platform;

(ii)          direct you to refund the Quoted Amount to the relevant Customer; and/or

(iii)         direct you to arrange for the exchange or return of the Gift.

(f)           If a refund is approved and processed in accordance with this clause 6.3, then Unwrapp will also refund the Commission relating to a refunded Gift. This may take up to 5 business days to reach your nominated bank account.

(g)          All refunds will be processed back to the original payment method used by the Customer.

 

6.4 RETURN DISPUTE HANDLING & ESCALATION

To protect both Vendors and Customers, Unwrapp follows a structured resolution and mediation process:

(h)          Vendor Notifies Marketplace of Return Issues

If a returned item does not meet return policy conditions (e.g., damaged, incorrect item, missing parts, expired window), the Vendor must notify Unwrapp within 2 business days of receipt, providing evidence (e.g., photos, unboxing videos).

(i)           Step 6.2: Marketplace Investigation

Unwrapp will review the return request, including:

(i)           Vendor-submitted evidence.

(ii)          Customer’s return request and description.

(iii)         Comparison of returned item against original product listing.

(j)           Customer Engagement

The Customer may be contacted to:

(i)           Clarify discrepancies.

(ii)          Provide photos or explanation.

(iii)         Resolve issues such as sending the correct item.

(k)          Resolution & Mediation

Unwrapp mediates between the parties to determine a fair resolution:

(i)           Return Rejection: Item returned incorrectly or outside policy.

(ii)          Partial Refund or Store Credit: Item returned damaged, incomplete, or repackaged.

(iii)         Full Refund: If Customer return is found valid despite Vendor concerns.

(iv)         Escalation: If unresolved, Unwrapp may escalate to management.

(l)           Final Decision

Unwrapp’s final resolution will be communicated to both parties with next steps:

(i)           Refund issuance,

(ii)          Replacement shipping, or

(iii)         Returning item to Customer at their cost.

(m)        Record Keeping

All communications, evidence, and decisions are logged in Unwrapp’s system for:

(i)           Dispute reference,

(ii)          Vendor performance tracking, and

(iii)         Customer service quality assurance.

 

7             BYPASSING

(a)          You agree that while you are a Vendor on the Platform, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided services to directly or indirectly in connection with the Platform. This provision will apply whether or not the relevant Customer or their representative is still active on the Platform, and regardless of the reason that your Account was suspended or cancelled (if applicable).

(b)          Unwrapp may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 7.

8             BINDING CONTRACT

                You agree that when a Customer submits an enquiry in response to your Gift Listing, this constitutes their intention and offer to enter into a contract with you, where you will provide the Customer with the service as specified in the relevant Gift Listing, in exchange for payment of the relevant Quoted Amount. A contract is formed in this respect (between you and the Customer) when you respond to an email or message on the Platform confirming that you accept the Customer’s offer.

9             WARRANTIES

                By listing yourself as a Vendor on the Platform or posting a Gift Listing, you represent and warrant that:

(a)          you are able to fulfil the requirements of the Gifts specified in the Gift Listing;

(b)          you will provide services to each Customer:

(i)           using suitably qualified and trained personnel exercising due care and skill in a professional, efficient, diligent and safe manner, and to the best industry standards; and

(ii)          in compliance with all applicable laws (including privacy laws and gift card laws); and

(c)          any individuals involved in your performance of services to any Customer have not been previously convicted of an indictable offence, and any companies involved in your performance of services have no current legal, criminal, civil or administrative proceedings against them.

Part C  Customers

1             SERVICE LISTINGS, SERVICE REQUESTS AND FEES

(a)          You acknowledge and agree that:

(i)           if you respond to a Gift Listing once a Vendor responds to it, that will constitute your offer and intention to enter into a contract with the Vendor;

(ii)          for each offer you submit in response to a Gift Listing on the Platform that is accepted by the relevant Vendor, the Quoted Amount will be debited from your Account and Unwrapp will keep a Commission which will be calculated as a percentage of the Quoted Amount and will not be an additional charge to you; and

(iii)         any terms and conditions relating to goods, services or a quote provided via the Platform are solely between you and the relevant Vendor and do not involve Unwrapp in any way, except that such terms and conditions must not be inconsistent with your or the Vendor’s obligations under this agreement.

2             REMINDERS

(a)          As part of your continued use of the Platform, we may provide you personalised reminders about an upcoming occasion to promote Gifts and Gift Listings on the Platform (Reminders).

(b)          Reminders may be sent to you via text messages and emails. We will only provide you with Reminders where you consent to receiving the Reminders. You may unsubscribe from receiving Reminders at any time by providing us with written notice or using the unsubscribe functionality in the Reminders.

(c)          Receiving Reminders is optional. However, in order to receive Reminders, we will need to collect information from you (including the relevant occasion, relationship with that person, the date and how often that occasion repeats).  To understand how we use and collect your personal information, you can view our Privacy Policy here: https://unwrapp.com.au/privacy-policy/

3             PAYMENT

(a)          (Commission)

(i)           We will charge you a commission of 5% of Quoted Amount (Commission) for each Gift Listing that you accept.

(ii)          Unwrapp reserves the right to change or waive the Commission at any time by providing written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.

(b)          (Payment obligations) Unless otherwise agreed in writing with the Vendor, you must pay for all goods and services specified in an accepted Gift Listing prior to the Vendor performing those services or delivering the goods.

(c)          (Card surcharges) Our Online Payment Partner may charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

(d)          (Pricing errors) Subject to clause 3(e), in the event that we discover an error or inaccuracy in any price at which your order was purchased via the Platform, we will attempt to contact you and inform you of this as soon as possible. Subject to agreement with the Vendor, you will then have the option of purchasing the relevant services at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.

(e)          (Gift cards) You may purchase gift cards and gift vouchers from Unwrapp on the Platform, or Unwrapp may provide you gift cards and gift vouchers from time to time. However, it is your responsibility to use the Gift Cards for your intended purpose and in a timely manner where the gift card was purchased with the intention of buying a specific good or service. You release Unwrapp from any and all claims of liability for loss which may be suffered by you, or the recipient of a gift card, from relying on a gift card, including where the price for any goods or services has changed since the time the gift card was purchased.

4             CANCELLATIONS

(a)          Unwrapp will have no liability or obligation to you if a Vendor cancels a Gift Listing after it has been agreed and you will not be entitled to any compensation from Unwrapp in relation to any such cancellation, including any portion of the Commission.

(b)          If you have purchased a Gift that includes an experience or services, and you wish to cancel or reschedule the experience or service, before the Vendor has performed them, you must contact the Vendor. If Unwrapp decides to investigate your cancellation, you must provide assistance and information to Unwrapp as reasonably requested.

5             REFUNDS, EXCHANGES OR RETURNS

(a)          A Vendor’s Refund Policy will apply to any Gifts you purchase on the Platform. If a Vendor does not clearly display Refund Policy on the Platform, then this clause 5 applies.

(b)          (Change of mind policy) If you change your mind after 14 days of receiving a Gift, you may request a refund, exchange or return of the Gift by submitting a request on the Platform (provided that the Gift is unused, in its original condition and is received by the Vendor within 10 days of notice of your request for a return, refund or exchange). Your refund, exchange or return will be subject to the Vendor’s approval. The cost of delivery for any returns will be at your cost.

(c)          The change of mind policy in clause 5(b) does not apply to any of the following products: vouchers, gift cards, personalised or made to order goods, pierced jewellery, cosmetics and beauty products if hygiene seals are broken, pharmaceutical and health products, perishable goods and food items, personal care items, underwear and socks, bedding (such as mattresses, pillows and pillow protectors), earphones and headphones where the package has been opened, and large and bulky appliances.

(d)          (Faulty gifts) If you believe that a Gift you have purchased is faulty, you may submit a request on the Platform by providing information about the fault (including any photos and a description of the fault). You will be required to send the Gift to the Vendor for further inspection. Your refund, exchange or return will be subject to the Vendor’s approval.

(e)          If a refund is approved by the Vendor, we will provide you with a refund:

(i)           via PayPal, where the Quoted Amount will be refunded to your PayPal account;

(ii)          by credit card, where the Quoted Amount will be refunded to your credit card; or

(iii)         using a gift voucher, gift card, or other form or store credit.

Upon receiving a refund, you agree to release Unwrapp and the Vendor from any further claims in relation to the relevant transaction.

(f)           Nothing in this clause 5 is intended to limit or otherwise affect the operation of any warranties which you may be entitled to or any of your rights which cannot be excluded under the Australian Consumer Law.

6             RATINGS AND REVIEWS

(a)          Customers may rate a Gift Listing (Rating) and/or may provide feedback to Vendors regarding the services Customers received from them (Review).

(b)          Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Vendor Account and/or Gift Listing is removed or terminated.

(c)          Customers must only provide true, fair and accurate information in their Reviews.

(d)          If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant Customer from posting further Reviews. We do not undertake to review each Review made by Customers.

(e)          To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

(f)           You may not publish Reviews of Vendors to whom you have a personal or professional relationship (separately from the Platform).

(g)          You may only write a Review about a Vendor if you have had a buying or service experience with that Vendor, which means that:

(i)           you have purchased a product or service from that Vendor via the Platform; or

(ii)          you have placed an order with the Vendor via the Platform; or

(iii)         you can otherwise document your use of the Vendor’s service, including via correspondence or other interaction with the Vendor via the Platform,

(collectively referred to as a Service Experience).

(h)          You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend, or the recipient of a Gift you have purchased from the Platform.

(i)           You may not write a Review about a Vendor you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Vendor, or work for the Vendor. Similarly, you may not write a Review about a direct competitor to the Vendor you own, are employed by or work for.

(j)           Your Service Experience must have occurred within the last 12 months when you submit a Review.

(k)          You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Vendor to write a Review, you should include information about this in your Review. Incentives include the Vendor offering you a gift, reward, discount or advantage for writing a Review about the Vendor.

7             LINKED BUSINESSES

                You acknowledge and agree that:

(a)          the Platform provides links and introductions to Vendors owned and operated by third parties that are not under the control of Unwrapp;

(b)          the provision by Unwrapp of introductions to Vendors does not imply any endorsement or recommendation by Unwrapp of any Vendor;

(c)          Unwrapp does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Vendor who uses or is listed on the Platform; and

(d)          any terms and conditions relating to a Gift Listing or quote provided via the Platform constitute a contract between you and the Vendor once agreed in accordance with clause 1 and do not involve Unwrapp in any way.

8             COMMUNICATION OUTSIDE THE PLATFORM

(a)          You must not communicate with a Vendor, or request or entice a Vendor to communicate with you, outside the Platform (except in the course of accepting Vendor services that were agreed in a Gift Listing).

(b)          Unwrapp, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 8.