Terms of Service

Buyer means a business customer that uses SupplyR to source, order and pay for supplies. Supplier means a business that lists products or fulfils orders through SupplyR. Platform means the SupplyR website, applications, APIs and related services. Order means a purchase request placed by a Buyer through the Platform. ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth). Dollar amounts are in Australian dollars and include GST unless stated otherwise.

The Platform is offered only to businesses. To open an account you must be at least 18 years old, be authorised to bind the business you register, and provide a valid Australian Business Number (ABN) that passes ATO checksum validation. We verify your email address before an account is created.

You must keep your registration details accurate and current, keep credentials confidential, and notify us promptly at support@supplyr.com.au if you suspect unauthorised access. You are responsible for activity carried out under your account and by users you invite.

Because you contract with us in trade or commerce for business purposes, the consumer guarantees under the ACL apply only where the law says they do. Nothing in these Terms excludes rights that cannot lawfully be excluded.

SupplyR provides software that connects Buyers and Suppliers, automates recurring ordering, approvals, budget controls, delivery tracking, invoicing and reporting. Except where we expressly state that we are the seller, we are not a party to the supply contract. The contract for the goods is formed directly between the Buyer and the Supplier when the Supplier accepts an Order.

Product descriptions, images, pricing, stock levels, lead times and delivery estimates are supplied by Suppliers. We take reasonable care to display them accurately but do not warrant them.

Prices shown are set by the Supplier and, unless labelled otherwise, are GST-inclusive. A tax invoice compliant with A New Tax System (Goods and Services Tax) Act 1999 (Cth) is issued for each completed Order and stored in your account.

Automated or recurring Orders (cadences) are placed on your behalf according to the schedule, quantities and budget caps you configure. You are responsible for reviewing those settings. Orders can be paused, skipped or cancelled before dispatch, subject to the Supplier's cut-off times.

Where an obvious pricing or listing error occurs, we or the Supplier may cancel the affected Order and refund any amount paid.

Buyer subscriptions are charged at AUD $100 per month (GST inclusive) unless a different plan is agreed in writing. Fees are billed in advance through our payment provider, Stripe, and recur until cancelled. Card details are handled by Stripe; we do not store full card numbers.

You may cancel at any time from your account. Cancellation takes effect at the end of the current billing period, and access continues until then. Except where the ACL or clause 7 requires otherwise, part-month fees are not refundable. We may vary subscription pricing on at least 30 days' notice; if you do not accept the change you may cancel before it takes effect.

Overdue amounts may be suspended, referred for collection, and attract interest at the RBA cash rate plus 2% per annum, calculated daily.

Payments for Orders are processed through Stripe. SupplyR charges a platform commission of 7.5% of the order value (GST inclusive) on transactions facilitated through the Platform. Where the Supplier is paid through Stripe Connect, this commission is deducted at settlement and the balance is remitted to the Supplier's nominated Australian bank account.

Suppliers are responsible for their own tax obligations, including GST remittance and, where applicable, PAYG withholding if an ABN is not quoted. We issue recipient-created or commission tax invoices for our fees as appropriate.

Chargebacks, disputed payments and payment-provider fees arising from an Order may be passed on to the party responsible.

Delivery times are estimates provided by the Supplier. Risk in goods passes on delivery to the address nominated in the Order unless the Supplier's terms say otherwise.

If goods are damaged, short-shipped, incorrect, or fail to meet an applicable consumer guarantee, raise a refund request through the Platform within a reasonable time. We route the request to the Supplier, record its status, and notify both parties of the outcome. Suppliers must handle requests in accordance with the ACL, including remedies for major and minor failures.

We may, at our discretion, hold or reverse a settlement while a dispute is being resolved.

If you register as a Supplier, the following additional terms apply:

• You warrant you hold a valid ABN and all licences, permits and insurances required to supply your goods in Australia.
• Listings must be accurate, not misleading or deceptive (sections 18 and 29 of the ACL), and must include correct pricing, GST treatment and country-of-origin claims where used.
• Goods must be safe, comply with mandatory standards and bans under the ACL, and be fit for the purpose described.
• You must honour accepted Orders, published lead times and contract pricing, and keep stock levels current.
• You authorise SupplyR to deduct the 7.5% platform commission from settlements and to issue invoices and statements on your behalf where you enable that feature.
• You are the seller of record and remain responsible for warranties, recalls, returns and product liability.
• Either party may end a Supplier listing on 30 days' notice; accepted Orders must still be fulfilled.

You must not, and must not permit others to:

• breach any law, including the ACL, the Privacy Act 1988 (Cth) or the Spam Act 2003 (Cth);
• submit false, misleading or fraudulent information, listings or reviews;
• access data or accounts you are not authorised to access, or probe, scrape or stress the Platform;
• upload malware, or interfere with the security, integrity or performance of the Platform;
• resell, sublicense or reverse-engineer the Platform except to the extent permitted by law.

We may suspend or terminate access, remove content, or withhold settlements where we reasonably suspect a breach.

You retain ownership of the business data you upload. You grant us a non-exclusive licence to host, process and display that data to operate, secure, support and improve the Platform, and to produce de-identified aggregate analytics.

We handle personal information in accordance with the Australian Privacy Principles and our Privacy Policy, including the Notifiable Data Breaches scheme. Each party must keep the other's confidential information secure and use it only for the purposes of these Terms.

By creating an account you consent to receive service messages, including order updates, invoices, security alerts and the weekly SupplyR Digest, which are necessary to operate your account. Marketing messages are sent only with your consent and always include an unsubscribe function, in line with the Spam Act. You can manage digest and notification preferences in your account settings at any time.

The SupplyR name, logos, software, interfaces, documentation and content are owned by SupplyR or our licensors and are protected by the Copyright Act 1968 (Cth) and other laws. We grant you a non-exclusive, non-transferable, revocable licence to use the Platform for your internal business purposes during your subscription. Suppliers grant us a licence to display their brand assets and product content for the purpose of marketing and operating the Platform.

We aim for high availability but do not guarantee uninterrupted service. Planned maintenance is notified where practicable. We may add, change or withdraw features; if a change materially reduces core functionality you have paid for, you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

Except as set out in these Terms and as required by law, the Platform is provided "as is" and we exclude all implied warranties to the fullest extent permitted.

Where the ACL applies and goods or services we supply are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a consumer guarantee is limited, at our option, to resupplying the services or paying the cost of resupply.

Subject to the paragraph above, our total aggregate liability arising out of or in connection with these Terms is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim, or AUD $500. Neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or data, except to the extent it cannot lawfully be excluded.

Nothing in these Terms excludes, restricts or modifies any right or remedy under the ACL that cannot be excluded.

You indemnify us against loss, damage, cost or expense we suffer arising from your breach of these Terms, your negligent or unlawful acts, your goods (if you are a Supplier), or your infringement of a third party's rights, except to the extent caused by our own negligence or breach.

You may close your account at any time. We may suspend or terminate access immediately if you materially breach these Terms, become insolvent, or if required by law, and otherwise on 30 days' notice. On termination, outstanding fees remain payable, accepted Orders must be fulfilled, and we will retain records for the periods required by Australian tax and corporations law before deletion.

If a dispute arises, notify the other party in writing describing the issue and the outcome sought. The parties must attempt to resolve it in good faith within 21 days, escalating to senior representatives if needed, before starting proceedings (except for urgent interlocutory relief). Unresolved disputes may be referred to mediation administered by the Australian Disputes Centre, with costs shared equally.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, industrial action, carrier failure, utility or telecommunications outages, or government action, provided it takes reasonable steps to mitigate.

We may update these Terms. Material changes will be notified by email or in-app at least 14 days before they take effect, and the version number above will change. Continued use after the effective date means you accept the updated Terms. Your original acceptance record is retained unchanged.

These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts. If a provision is unenforceable it is severed without affecting the rest. A failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them on notice as part of a corporate restructure or sale of business. These Terms and the documents referred to in them are the entire agreement between the parties.

SupplyR Pty Ltd · New South Wales, Australia
General: hello@supplyr.com.au
Support and disputes: support@supplyr.com.au
Privacy enquiries: privacy@supplyr.com.au