The Village Co
Traditional Business Online Pty Ltd trading as “The Village Co” (ABN 39 612 089 406) (The Village Co, we, our or us) operates an online platform (The Village Co Platform) allowing users (User, you or your) to post, access or request information in relation to purchasing fresh food and other products (Products) or to acquire services (Retail Services) online, via The Village Co’s Platform, including through our website at https://thevillageco.com.au, The Village Co mobile software application available on the Apple or Android app stores (App Store) or any other platform we may introduce in the future.

PLEASE READ THESE TERMS AND CONDITIONS and ALL PUBLISHED POLICIES OF THE VILLAGE CO, including our Privacy Policy, (collectively, this Agreement) carefully before acquiring Products and using the services offered by The Village Co through The Village Co Platform (our Services).

By your Use of The Village Co Platform, including by supplying or ordering any Products or Retail Services made available on the platform, you agree to be bound by the provisions of this Agreement.

1. Scope of The Village Co Service

1.1

In this Agreement, a reference to the term “a User” includes a customer who orders Products or Retail Services via The Village Co Platform (Village Co Customer), a retailer who supplies Products or Retail Services via The Village Co Platform (Retailer) and any other person that accesses The Village Co Platform. The term “Retailer” includes any retailer or wholesaler of Products or Retail Services and any other party who otherwise supplies or arranges or facilitates the supply of Products or Retail Services through The Village Co Platform. A reference to “the Law” means the Australian Consumer Law and any other law that applies to the contract between the User and The Village Co, or between a Village Co Customer and a Retailer, and that may not be excluded.

1.2

The Village Co provides a platform for selling and buying Products and acquiring Retail Services.

1.3

A User creates an account with The Village Co (User Account) when s/he validly completes a registration form or links their social media account on The Village Co Platform.

1.4

The Village Co provides the platform only and is not the supplier of any Products or Retail Services. We enable a The Village Co Customer to buy Products or to acquire Retail Services from a Retailer through use of The Village Co Platform. When a Village Co Customer places an order on The Village Co Platform for any Product or Retail Service, the contract for that supply (the Supply Contract) is between the Retailer supplying the Product or Retail Service and the Village Co Customer, on the terms of this Agreement.

1.5

All details, descriptions, information and other material on The Village Co Platform (Material) is derived from a variety of sources and includes contact details for various Retailers as well as descriptions of the Products and Retail Services they provide. When we publish Material on The Village Co Platform, we believe that Material to be current and accurate as at the date of publication and we provide it in good faith, however The Village Co makes no representation or warranty that:
  • any Material will be relevant, accurate, reliable or complete (nor does The Village Co accept any responsibility, except for your rights under the Law, arising in any way for any errors in, or omissions from Material, even if those errors or omissions occur on account of The Village Co’s negligence or gross negligence); or
  • your access to The Village Co Platform will be timely, secure or uninterrupted.

1.6

Any Retailer name, contact details, hyperlink or trade mark depicted on The Village Co Platform is for information purposes only and is not intended, and nor shall it be, an endorsement, warranty or recommendation by The Village Co of any person, product or service or their suitability for any purpose.

2. User Elibility

2.1

To create a User Account and use The Village Co Platform, you must be able to form legally binding contracts under applicable law. The Village Co Platform is not available to persons under 18 years of age. If you do not qualify to use The Village Co Platform, you must not use our Services.

2.2

You may register a User Account either directly or via your Facebook or other supported social media, provided such registration does not breach the terms and conditions of use of that social media platform.

2.3

While you are registered with The Village Co, you must maintain control of your User Account. You may not deal with or allow another person to access your User Account (including reviews and associated user ID) in any way (including by allowing others to use your User Account or by transferring or selling the User Account or any of its content to another person).

2.4

At its absolute discretion, The Village Co may refuse to allow any person to register or create a User Account with The Village Co and may cancel or suspend any existing User Account.

2.5

User Account names must not be:
  • misleading or deceptive;
  • offensive; or
  • in violation of any law or third-party rights.

3. Supply Contracts

3.1

If a Village Co Customer intends to place or places an order for Products or Retail Services on The Village Co Platform which is accepted:
  • as mentioned above, the Supply Contract is solely between the Retailer supplying the Product or Retail Service and the Village Co Customer, on the terms of this Agreement, and all interactions for that supply are between the Retailer and the Village Co Customer;
  • the Village Co Customer should make whatever investigation s/he deems necessary or appropriate before proceeding with any online or offline transaction with the Retailer;
  • the Retailer agrees to supply the ordered Product or Retail Service to the Village Co Customer and the Village Co Customer agrees to pay the price stated on The Village Co Platform for the ordered Product or Retail Service;
  • subject to the Law, the Retailer and the Village Co Customer agree that The Village Co shall not be responsible or liable for any defect in, or delay or failure to supply, the ordered Product or Retail Service or for any other loss or damage of any sort in respect of or arising from the Supply Contract;
  • in addition to any guarantees that may apply to the Supply Contract under the Law, the Retailer provides to the Village Co Customer the following warranties:
    • the ordered Product or Retail Service will correspond with the description of that Product or Retail Service on The Village Co Platform; and
    • the ordered Product or Retail Service will be of merchantable quality.
  • the Retailer may impose additional terms and conditions (Retailer T&Cs) on the supply of their Products or Retail Services, as advised by the Retailer, which will form part of the Supply Contract. If there is any inconsistency between any provision of this document and any Retailer T&Cs, the provisions of this document will apply to the extent of the inconsistency. Prior to a Village Co Customer placing any order with a Retailer for any Product or Retail Service, the Village Co Customer must review all Retailer T&Cs.

3.2

If an ordered Product or Retail Service does not comply with any guarantee under the Law or any of the warranties in clause 3.1(c) or is not otherwise of acceptable quality or if the Village Co Customer has some other complaint about the Supply Contract (all collectively referred to as a “Complaint”), in addition to any remedies that may be available to the Village Co Customer under the Law:
  • the Village Co Customer must contact the Retailer, and not The Village Co, in respect of the Complaint;
  • any unacceptable Product must be returned to the Retailer, and not to The Village Co, at the expense of the Village Co Customer;
  • if the Complaint is about an unacceptable Product:
    • the Village Co Customer is entitled to a replacement or refund from the Retailer for a major failure (as defined in the Law) and for compensation from the Retailer for any other reasonably foreseeable loss or damage; and
    • the Village Co Customer is entitled to have the Product repaired or replaced by the Retailer if the failure of the Product does not amount to a major failure;
  • if the Complaint is about an unacceptable Retail Service:
    • the Village Co Customer is entitled to have the service supplied again by the Retailer or a refund from the Retailer for a major failure (as defined in the Law) and for compensation from the Retailer for any other reasonably foreseeable loss or damage; and
    • the Village Co Customer is entitled to have the service supplied again by the Retailer if the failure of the service does not amount to a major failure; and
  • Subject to the rights of a Village Co Customer under the Law, the Village Co does not offer or provide refunds to any Village Co Customer who has made a purchase from a Retailer via The Village Co or The Village Co Platform and you release The Village Co and its employees and agents from claims, demands and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any Complaint or your use of The Village Co Platform.

4. User's Obligations

4.1

Each User agrees that at all times:
  • s/he will comply with this Agreement (including all published policies of The Village Co) and all applicable laws and regulations;
  • s/he will post only accurate information on The Village Co Platform, and will ensure that all information supplied by the User is and remains current, accurate and true;
  • all content (whether provided by The Village Co, the User or any third-party) on The Village Co Platform may not be used on any third-party sites or for other business purposes without The Village Co’s prior permission; and
  • s/he will ensure that s/he is aware of, and will comply with, any laws that apply to the User as a Village Co Customer or Retailer, or in relation to any other way(s) that the User uses The Village Co Platform.

4.2

You must not use The Village Co Platform for any illegal or unlawful purpose or in such a manner as to cause loss or damage, including reputational damage, to The Village Co or other Users. Your use of The Village Co Platform must not, in any way whatsoever, be potentially or actually harmful to The Village Co or any other person. “Harm” includes, but is not limited to, economic loss that will or may be suffered by The Village Co. Without limiting any other provision of this Agreement, any information you supply to The Village Co for use on The Village Co Platform must be up to date and kept up to date, and any such information must not:
  • be false, inaccurate or misleading or deceptive;
  • be fraudulent or involve illegal conduct;
  • infringe any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
  • violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and competition and consumer laws or fair trading laws);
  • be defamatory, libellous, threatening or harassing;
  • be obscene or contain any material that, in The Village Co’s sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;
  • contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any The Village Co Platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, bots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information, or access The Village Co Platform or The Village Co; or
  • impose an unreasonable or disproportionately large use or access of The Village Co Platform or on The Village Co.

4.3

You grant to The Village Co an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted by You on The Village Co Platform, for the purpose of including that material and information on The Village Co Platform and as otherwise may be required to provide our Services, to enable the Retailer to provide Products or Retail Services to Village Co Customers, for the general promotion of our Services and as otherwise permitted by this Agreement. You unconditionally waive all moral rights (as defined in the Australian Copyright Act 1968) that you may have in respect of any content and information posted on The Village Co Platform by you.

4.4

You must not use The Village Co Platform or The Village Co name to promote third-party websites, goods or services or to deep-link The Village Co Platform, without The Village Co’s prior approval or for any purpose other than that set out in this Agreement.

4.5

Where you provide your contact details and elect to receive ‘push’ messages originating from The Village Co either via the Platform or on your mobile telephone, you agree to bear all associated costs imposed by your internet or telephone service provider.

5. Identity Verification, Matching & Reviews

5.1

The Village Co may include tools to help Users to verify the identity or bona fides of other Users or to match The Village Co Customers with potential Retailers who may be able to provide requested information about events or opportunities (Identity Verification and Matching Services). These tools may include mobile phone verification technology, algorithms, verification of payment information, a “Reviews” feature (allowing a User of The Village Co Service to request other Users to post a reference on The Village Co Platform endorsing that User) and integration with social networking sites such as Facebook, Twitter and LinkedIn.

5.2

You agree that Identity Verification and Matching Services may not be accurate, as they are dependent on User-supplied information, and that The Village Co makes no warranty as to the accuracy of the Identity Verification Services, or the suitability of any The Village Co Customer or Retailer so matched. Identity Verification and Matching Services are provided for the convenience of Users only and are not recommendations by The Village Co.

5.3

The Identity Verification and Matching Services may be modified at any time.

6. Prices & Fees

6.1

When a Village Co Customer orders Product or Retail Services on The Village Co Platform, s/he must pay the price for them, and in the manner, stated on The Village Co Platform (Price). Users are solely responsible for any fees or charges levied by their financial institution in respect of any payment.

6.2

The Village Co may at any time (except for existing orders) change the Prices, any fees payable by you connected with The Village Co Platform and the terms applying to payments. Any change to the Prices, fees or the terms applying to payments will be notified to you by sending a message to your User Account, your email address held on file or by posting the information on The Village Co website, and you will have an opportunity to accept or decline to continue to use The Village Co Platform at that time.

7. GST

7.1

The consideration for a Taxable Supply under this Agreement is exclusive of GST. The recipient of a Taxable Supply must pay the supplier an amount equal to the supplier’s GST on the Taxable Supply at the same time as the consideration is paid and without deduction or set off of any other amount.

7.2

In clause 7.1, “GST” means the tax payable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended) by the supplier in relation to any Taxable Supply made by the supplier under this Agreement and Taxable Supply has the same meaning given to that term in that Act.

8. Privacy

8.1

The Village Co’s Privacy Policy, which is available at https://thevillageco.com.au/privacy, applies to all Users and forms part of this Agreement. Use of The Village Co Platform confirms that you consent to, and authorise, the collection, use and disclosure of your personal information in accordance with The Village Co’s Privacy Policy.

8.2

Each Retailer may have their own privacy policy that applies to any Supply Contract. Prior to a Village Co Customer placing any order for any Product or Retail Service, the Village Co Customer should review the privacy policy of the Retailer.

9. Liability of The Village Co

9.1

Except for your rights under the Law, The Village Co accepts no responsibility or liability for any aspect of the Supply Contract between The Village Co Customer and the Retailer, including but not limited to liability due to or arising from defects in the Products or Services or the failure of any Products or Services to comply with any description provided for them or to be suitable for any purpose. If you are not satisfied with any aspect of Products or Retail Service provided to you, including any defect in Products or Retail Services, you should contact the Retailer. Except for your rights under the Law, The Village Co has no obligation to any User to assist in any way in any dispute between a The Village Co Customer and a Retailer or any other third party involved in the supply of Products or Retail Services.

9.2

Except for the liability of The Village Co under the Law, The Village Co Platform and our Services are provided on an “as is” basis, and without any warranty or condition, express or implied. To the extent permitted by law, The Village Co disclaims any liability for, and will not be liable for any loss or damage you might suffer, as a result of any of the following:
  • failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful conduct of any other party (including by any Retailer), or theft, destruction, alteration or unauthorised access to records;
  • any inaccuracy, unsuitability or lack of currency of any information on The Village Co Platform, The Village Co, or in respect of any related products (including in respect of any Retailer material or advertisements on The Village Co Platform);
  • any costs incurred as a result of you using The Village Co Platform or The Village Co; or
  • the services or operation in respect to hyperlinks which are provided for your convenience.

9.3

If our Services do not comply with this Agreement or the Law and this is a major failure (as defined in the Law), the User is entitled to have those Services supplied again by us or a refund from us and for compensation from us for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, the User is entitled to have our Service supplied again by us.

10. Variations to the Agreement

10.1

The Village Co may vary any provision of this Agreement at any time and from time to time. The Village Co will notify you of variations by sending a message to your User Account, your email address held on file or by posting the information on The Village Co website.

10.2

Except as stated in the Agreement, in any policy published by The Village Co or as otherwise notified to you, all amended provision of the Agreement will automatically be effective 14 days after they are initially notified to you or posted as described in clause 10.1. Each time you use The Village Co Platform in any manner after the expiry of that 14-day period or such other notice period notified to you or posted, you acknowledge and agree to any such amendments to the Agreement (including any changes to any applicable policies) and you confirm your agreement to be bound by the Agreement as it may have been amended by us as described above.

10.3

If you do not agree with any amendment to the Agreement (or any of our policies), you must terminate your User Account and stop using The Village Co Platform. Except as specifically described in or authorised by the Agreement, the terms of the Agreement and any Village Co policy cannot be amended except in writing signed by you and The Village Co.

11. No Agency

11.1

Except as expressly provided in the Agreement, no agency, partnership, joint venture, employee-employer or other similar relationship is created by the Agreement. In particular, you have no authority to bind The Village Co, its related entities or affiliates in any way whatsoever.

12. Indemnity

12.1

You agree to indemnify, defend and hold harmless The Village Co and our officers, directors, employees, agents, information providers, partners, advertisers, licensors and suppliers from and against all losses, expenses, damages or costs, including reasonable solicitor’s fees, arising or resulting from:
  • the breach of any of your obligations under this Agreement;
  • any information provided to us by you which infringes the intellectual property rights of any other person anywhere in the world or which is otherwise misleading or deceptive; or
  • any negligent or wrongful conduct by you or any other person who accesses The Village Co Platform using your User Account.

13. Notices

13.1

Except as stated otherwise, any notices under this Agreement must be given by post or by email, either to The Village Co’s contact address as displayed on The Village Co Platform, or to your contact address as provided at registration. Any notice shall be deemed given:
  • if sent by email, 24 hours after email is sent, unless the sender is notified that the email address is invalid or the email is undeliverable, and
  • if sent by post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside Australia. In this clause, “Business Day” means a day on which banks are open for general business in Sydney NSW, other than a Saturday, Sunday or public holiday.

13.2

Except as stated otherwise, any notices by a Village Co Customer under any Supply Contract must be delivered to the relevant Retailer, as set out in the Retailer’s terms and conditions.

14. Dispute Resolution

14.1

All disputes in relation to any Supply Contract (including claims for returns or refunds) must be resolved between the Village Co Customer and the Retailer directly.

14.2

You acknowledge and agree that The Village Co may, in its absolute discretion, provide such of your information as it decides is appropriate to any other party involved in a dispute.

14.3

If The Village Co provides to you information about another User for the purposes of resolving any dispute under this clause, you acknowledge and agree that such information will be used by you only for the purpose of resolving the dispute and no other purpose, and that you will indemnify The Village Co against any claims relating to any other use of information not permitted by this Agreement.

14.4

If any complaint you have about a Supply Contract is not resolved with the Retailer to your satisfaction, please contact us at XXXXX.

15. Termination

15.1

A User or the Village Co may terminate a User Account and this Agreement at any time for any reason.

15.2

Termination of a Supply Contract is subject to the terms and conditions that the Retailer advises in respect of that contract.

15.3

Clauses 7, 9, 11, 12, 13 and 14, and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

16. General

16.1

This Agreement is governed by the laws of New South Wales, Australia. You and The Village Co submit to the non exclusive jurisdiction of the courts of that State.

16.2

The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.

16.3

This Agreement sets out the entire understanding and agreement between You and The Village Co with respect to its subject matter.