Supplier Agreement

This Supplier Agreement ("Agreement") governs your use of the SupplyR marketplace as a supplier. By ticking the acceptance box in your supplier account, or by listing products or accepting orders through SupplyR, you agree to this Agreement on behalf of your business.

1. Parties and acceptance

This Agreement is between SupplyR ("SupplyR", "we", "us") and the business that operates the supplier account ("Supplier", "you"). The person accepting confirms they are authorised to bind that business. Acceptance is recorded against your account with the date and the version of this Agreement accepted.

This Agreement applies in addition to our Terms of Service. Where the two conflict on supplier matters, this Agreement prevails.

2. Our role: a marketplace, not the seller

SupplyR provides an online venue that connects Australian businesses with suppliers. We are not a party to the contract of sale between you and a buyer. You are the seller of record for every order you accept. You are responsible for the goods, their description, pricing, tax treatment, packaging, delivery and any warranty or after-sales obligation attaching to them.

We do not take title to or possession of your goods, and we do not guarantee sales volumes, buyer demand, search placement or any particular level of exposure.

3. Fees and commission

Commission. SupplyR charges a commission of 7.5% of the total value of each order placed through the platform. The order value includes the price of the goods and any delivery or handling fee you charge the buyer, and excludes any separate SupplyR-charged buyer fee.

• Commission is incurred when an order is confirmed or approved on the platform.
• Commission is invoiced to you monthly in arrears for the preceding calendar month.
• Commission invoices are payable within 14 days of issue unless we agree otherwise in writing.
• Amounts are stated exclusive of GST; GST is added where applicable and shown separately on your commission invoice, which serves as a tax invoice.
• Where an order is cancelled before dispatch, or fully refunded to the buyer, the commission on that order is credited back to you on the next invoice. Partial refunds are credited proportionally.
• Your own subscription or plan fees (if any) are separate from commission and are described in your plan.

Rate changes. We may change the commission rate with at least 30 days' written notice to your account contact. If you do not accept a new rate, you may close your supplier account before it takes effect. Continuing to accept orders after the effective date means you accept the new rate. An individually negotiated rate recorded on your account applies instead of the standard rate.

Set-off. Where SupplyR collects payment on your behalf, we may deduct commission and any amounts you owe us before remitting the balance to you.

4. Listing standards

You are responsible for everything on your listings. You agree that:

• Product names, descriptions, units, specifications and images are accurate and not misleading.
• Prices are current, in Australian dollars, and clearly indicate GST treatment.
• Stock levels, lead times, cut-off times and delivery days reflect what you can actually deliver.
• You own or are licensed to use every image, logo, brand and description you upload.
• You hold every licence, permit or certification required to sell what you list.
• Safety data sheets are provided where a product requires one.

We may edit, re-categorise, hide or remove any listing that breaches these standards, is inaccurate, or that we reasonably believe creates legal or safety risk.

5. Prohibited and restricted items

You must not list or supply through SupplyR:

• Anything unlawful to sell or supply in Australia, or that requires a licence you do not hold
• Counterfeit, stolen, or intellectual-property-infringing goods
• Recalled, expired, tampered-with, or unsafe goods
• Weapons, explosives, illicit drugs, or drug paraphernalia
• Prescription medicines, or therapeutic goods not approved for supply
• Tobacco, vaping products, or alcohol unless we have approved you in writing
• Hazardous chemicals without correct classification, labelling and documentation
• Personal information, or goods that require buyer identity verification we do not support

6. Orders, fulfilment and delivery

When a buyer places an order, a contract of sale forms between you and that buyer on the terms shown at checkout. You agree to:

• Acknowledge or decline orders promptly, and before your stated cut-off wherever possible
• Deliver within your published lead time and delivery window, or notify the buyer of any delay
• Keep order status, tracking and proof-of-delivery information up to date in the platform
• Supply goods that match the listing, are fit for purpose, and are of acceptable quality
• Provide a tax invoice where required by Australian tax law

You must not substitute a materially different product, add undisclosed charges, or ship a partial order as complete without telling the buyer.

7. Cancellations, returns and refunds

You must publish and honour a returns approach that is at least as favourable as the Australian Consumer Law requires. Buyers are entitled to a remedy for goods that are faulty, unsafe, materially different from their description, or not fit for a purpose you were told about.

Where a buyer raises a dispute through the platform, both parties agree to engage in good faith. SupplyR may assist with communication and, where a buyer's claim is clearly established and you do not resolve it within a reasonable time, we may side with the buyer and reverse or withhold the corresponding amounts, including crediting the buyer where we collected payment.

8. Communication and platform circumvention

Buyer contact details are made available to you only to fulfil orders and provide service. You must not use them for unsolicited marketing, sell or share them, or contact SupplyR buyers to move recurring orders off the platform to avoid commission.

Diverting an order that originated on SupplyR, or encouraging a buyer to transact off-platform, is a material breach. We may charge the commission that would have applied and suspend your account.

9. Performance standards

We measure supplier performance using on-time delivery, order acceptance and cancellation rates, response times, dispute rates and buyer ratings. Falling below reasonable standards may result in reduced search visibility, loss of featured placement, a required improvement plan, or removal from the marketplace.

10. Suspension, delisting and termination

You may close your supplier account at any time from your dashboard. We may suspend or remove your listing, with notice where practicable and immediately where there is risk of harm, fraud, legal breach or repeated buyer detriment.

On termination or suspension, you must still fulfil accepted orders that are already in progress, or arrange refunds for them. Commission remains payable on those orders. Clauses that by their nature survive termination — including fees owed, liability, indemnity, confidentiality and governing law — continue to apply.

11. Compliance, insurance and tax

You are responsible for your own ABN registration, GST reporting, workplace and food-safety obligations, product compliance, and any licences your category requires. You agree to hold public liability and (where relevant) product liability insurance appropriate to what you supply, and to provide evidence on request.

12. Intellectual property and content licence

You keep ownership of your brand, product content and images. You grant SupplyR a non-exclusive, royalty-free licence to host, display, resize and promote that content for the purpose of operating and marketing the marketplace, including in search results, category pages and buyer communications. This licence ends when you remove the content, except for copies retained in records or backups.

13. Warranties and liability

The platform is provided on an "as is" and "as available" basis. We do not warrant uninterrupted or error-free operation, or any particular sales outcome.

To the extent permitted by law, SupplyR's total liability to you in connection with this Agreement in any 12-month period is limited to the total commission you paid us in that period. We are not liable for indirect or consequential loss, loss of profits, loss of data, or loss of business opportunity.

Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded.

14. Indemnity

You indemnify SupplyR against claims, losses, penalties and reasonable costs arising from the goods you supply, your listings, your breach of this Agreement or of law, or your infringement of another party's rights.

15. Privacy and data

Each party must handle personal information in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our handling of personal information is described in our Privacy Policy. You must only use buyer personal information for the purposes set out in clause 8.

16. Disputes with SupplyR

If a dispute arises between you and SupplyR, contact us first at hello@supplyr.com.au. Both parties agree to attempt resolution in good faith for 30 days before starting proceedings, except where urgent relief is needed.

17. Changes to this Agreement

We may update this Agreement. Material changes — including any change to the commission rate — take effect no less than 30 days after we notify your account contact. The current version is always published at supplyr.com.au/supplier-terms. Continuing to list or accept orders after the effective date means you accept the updated Agreement.

18. General

This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the courts of that state. You are an independent business, not our employee, agent or partner. If any clause is unenforceable, the rest continues to apply. You may not assign this Agreement without our written consent.

19. Contact

Questions about this Agreement: hello@supplyr.com.au.

This page is maintained by SupplyR and is provided for information only. It is not legal advice — you should get your own advice before relying on it.