Customer Care

Designer's Terms & Conditions

Designer's Agreeement

1. Definitions
2. Basis and duration of agreement
3. Services
4. Designers obligations
5. Security
6. Pricing, Charges and payment terms/ Returns and refunds
7. Intellectual property
8. Confidentiality
9. Exclusions and limitation of liability
10. Designers IP rights, and warranty indemnity
11. Subcontracting, assignment and third party rights
12. Matters beyond reasonable control
13. Breaches of agreement
14. General
15. Law and jurisdiction

1. Description of service
2. Charges
3. Standards of Service Policy

Designer terms & conditions

1. definitions and interpretations
   
   1.1 In these Conditions the following words shall have the following meanings:
   
   "Application Form" means the form available on request from CSO which requires to be completed and agreed to by the prospective Designer as a part of the application process, by way of an offer to form a Agreement with CSO.
   
   "Buyer" or “Shopper” means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Designer by means of the Service.
   
   "Charges" means the charges detailed in Schedule 2 (Charges).
   
   "Charges List" means CSO's list of Charges detailed in Schedule 2 or any amended version of it brought into effect from time to time in accordance with Clause 2.5.
   
   “CMS” means the content management system provided by CSO to each Designer for management by the Designer of its Dedicated Clothes Store Area and associated transactions;
   
   "Commission Fee" means the fee detailed as 'Commission Fee' in the Charges List, to be paid by a Designer in respect of all sales of Products made through CSO
   
   “Conditions" means these terms and conditions, including the Schedules attached to it and the Policies referred to in it or any amended versions of it or them brought into effect from time to time in accordance with Clause 2.5. "Agreement" means an agreement between CSO and a Designer comprising these Conditions and the Application Form.
   
   "Agreement Term" means a period of twelve months from either the date when CSO accepts the Designer's offer in accordance with clause 2.1 below, or a subsequent Renewal Date.
   
   "Dedicated Designer pages" means ‘pages’ within the Online Clothes Store dedicated for use by the Designer to promote itself and its Products.
   
   "Documentation" means any user guide, information or other material provided by CSO to prospective or actual Designers, in hard copy or electronic form, relating to the Service.
   
   "Information Policy" means any policy on the content and form of information that may be brought into effect from time to time in accordance with Clause 2.5.
   
   "Intellectual Property" means an invention, discovery, literary work, dramatic work, musical work, artistic work, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form and howsoever it may be recorded, stored or embodied (including without limitation in an electronic or transient medium).
   
   "Intellectual Property Rights" means all the rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (common law, civil law, equity or otherwise) in relation to any Intellectual Property, including all applications for such rights as well as all extensions and renewals of such rights.
   
   "Designer" means the person who applies to CSO for the provision to it of the Service and with which CSO enters into a Agreement on the basis of the details the Designer provides about itself and its Products to CSO.
   
   "Designer Information" means information, data or content provided by the Designer in any form of medium, whether or not such information is owned by the Designer, contained in the Application Form or given by the Designer or on its behalf to CSO for use or publication on the CSO Website or in CSO's publicity and promotional material, or uploaded directly or on its behalf to the Designer's Dedicated Clothes Store Area.
   
   "CSO" means Clothingstoreonline Propriety Limited (a company incorporated and registered in New South Wales, Australia with Australian Business Number 27 127 118 414 ) whose registered office is at: 1 Jacque Avenue, Bondi Beach, NSW 2026 Australia.
   
   "CSO Website" means the CSO website whose worldwide web address is or will be http://www.clothingstoreonline.com.au or such other worldwide web address that CSO, for whatever reason and its discretion, selects as a replacement.
   
   "Online Clothes Store" means the online Clothes Store provided or to be provided by CSO through the CSO Website to facilitate the promotion and sale of Designers' Products.
   
   "Clothingstoreonline.com.au" means the trading name of the CSO Website.
   
   "Operational Service Date" means the date when the Service or any part of it is first made available to a Designer.
   
   "Policies" means the policies published by CSO from time to time to which Designers are obliged to observe and perform including without limitation the Standards of Service Policy.
   
   "Products" means the goods, services or information which Designers wish to promote through the Online Clothes Store.
   
   "Renewal Date" means twelve months from the date CSO accepts the Designer offer, or other such period as advised in writing, and each anniversary thereafter.
   
   "Service" means the Online Clothes Store and other services described in Schedule 1 attached to these Conditions.
   
   "Software" means any software installed by or on behalf of CSO that permits Designers to access and trade through the Online Clothes Store.
   
   "Standards of Service Policy" means CSO's policy on the levels of service to be provided by Designers to prospective and actual Buyers (including without prejudice to the generality of the same, in relation to postage and packing, customer relations, order processing information, return and refunds of unwanted and faulty Products, pricing, stock availability), as detailed in Schedule 3 or any amended versions of it brought into effect from time to time in accordance with Clause 2.5.
   
   "Transaction Fee" means the fee detailed as 'Transaction Fee' in the Charges List or as may be notified to the Designer from time to time, to be paid by a Designer in respect of all sales of Products made through the Online Clothes Store.
   
   "Virus" means any computer virus, macro virus, Trojan horse, worm or anything else designed to interfere with interrupt or disrupt the normal operating procedures of a computer or to intercept or access without authority or expropriate any system, information or data.
   
   1.2 The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Conditions or the Agreement.
   
   1.3 Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. A reference to a person includes an individual, company, corporation, firm or partnership.
   
   1.4 References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
   
   1.5 All references in these Conditions to Clauses and Schedules are to the clauses in and schedules to these Conditions unless otherwise stated.
   
   
2. basis and duration of agreement
   
   2.1. An Agreement shall not come into existence between CSO and a prospective Designer unless and until:
   
   2.1.1. CSO has received an Application Form from the prospective Designer completed to the satisfaction of CSO; and
   
   2.1.2. CSO has notified the prospective Designer concerned by e-mail or otherwise in writing indicating its acceptance of the request for Service comprised in the Application Form and its agreement on the basis of the information set out in the Application Form to supply the Service to such prospective Designer.
   
   2.2. It shall be entirely within the discretion of CSO whether or not to conclude a Agreement with a prospective Designer.
   
   2.3. Without prejudice to either party's right to terminate the Agreement early in accordance with these Conditions, the duration of a Agreement shall be for the initial Agreement Term and the Agreement shall thereafter be automatically renewed for successive Agreement Terms on the Renewal Date unless and until either party notifies the other in writing at least 30 days prior to the expiry of the current Agreement Term. Once a Agreement has been concluded between CSO and a Designer, it shall continue in force and effect until it lapses or it is terminated in accordance with these Conditions or otherwise under common law or equity.
   
   2.4. Subject to any amendment or variation brought into effect in accordance with Clause 2.5, the Agreement will be subject to these Conditions to the exclusion of any terms and conditions implied by statute or otherwise and to any terms or conditions which the Designer purports to apply under any document whatsoever and whenever unless expressly agreed in writing by CSO.
   
   2.5. CSO shall be entitled to update and amend from time to time the Conditions, the Charges and the Policies or all or any of them either by sending amended versions of them to Designers by e-mail or by mail, or by posting amended versions of them on the CSO Website.
   
   
3. provision of the service
   
   3.1. Once a Agreement has been entered into between CSO and a Designer, CSO will:
   
   3.1.1. provide estimated production timings for the construction of a Dedicated Clothes Store Area;
   
   3.1.2., provide a password so that the Designer may construct a Dedicated Clothes Store Area and update the Dedicated Clothes Store Area whenever they wish.
   
   3.1.3. use reasonable endeavours to commence provision of the Service by Operational Service Date agreed with the Designer, but on the basis that any such date is only an estimate and that neither CSO nor any service provider it engages in the provision of the Service has any liability for any failure to meet such date;
   
   3.1.4. as from the Operational Service Date, provide the Service with reasonable skill and care;
   
   3.1.5. use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable, it being accepted by the Designer that: using the Internet for any business purpose is an inherently unstable means of communication, there is always a risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside CSO's control, and that it is technically impossible to provide the Service entirely free of fault at all times.
   
   
4. Designer's obligations
   
   4.1. Performance of CSO's obligations towards a Designer whose application to receive Service has been accepted is conditional upon due performance of and/or compliance with the following obligations and restrictions by the Designer, which the Designer hereby undertakes to perform or comply with:
   
   4.1.1 to establish and maintain access to the world wide web at their own cost, including a computer and modem or other access device;
   
   4.1.2 to ensure that at all times all computer hardware and software it uses to access and interoperate with the Online Clothes Store is equipped and functions with up-to-date software, up-to-date internet browser software and up-to-date protection against Viruses;
   
   4.1.3 to ensure that all information supplied electronically to CSO and to the CSO Website is submitted free from Viruses;
   
   4.1.4 to ensure that all Designer Information provided about itself and the Products it wishes to promote through the Online Clothes Store is true, accurate, current and complete and to update the information contained within the CMS promptly with any changes to such information;
   
   4.1.5 to comply at all times with CSO's current Policies;
   
   4.1.6 to comply with CSO's reasonable instructions from time to time in respect of the form and content of any Designer Information concerning the form and content of information which may be submitted for posting on the Dedicated Clothes Store Area;
   
   4.1.7 Unless agreed to in writing by CSO, not to include within the Designer’s Dedicated Clothes Store Area any direct or indirect link to other websites including the Designer's own website;
   
   4.1.8 to keep the access password to its Dedicated Clothes Store Area secure and confidential and not easily ascertainable by third parties;
   
   4.1.9 to accurately provide and frequently check such details of their business banking account as are required or requested by CSO in order that payment may be processed to the Partner in respect of product sold through the Online Clothes Store.
   
   4.1.10 recognising that the Intellectual Property Rights in the same are owned entirely by CSO, not to use the CSO name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, except with the express prior written consent of CSO;
   
   4.1.11 to permit CSO to access and use any content that appears on the Designer's Dedicated Clothes Store Area or other promotional material in CSO's own editorial content or promotional activity relating to the Designer, its business and Products;
   
   4.1.12 to ensure that all Intellectual Property in the data, photographs and/or other materials are owned by the Designer and or the Designer has obtained the relevant transferable licenses to use the same to enable CSO to use these on the Dedicated Clothes Store Area and as otherwise agreed in these conditions.
   
   4.2 Without prejudice to the Designer's obligation comprised within Clause 4.1.7 to comply with any Information Policy to which CSO may subsequently give effect, the Designer agrees and undertakes with CSO that none of its Designer Information nor any of the Designer's activities or use of the CSO Website (including in particular its use of its Dedicated Clothes Store Area), will:
   
   4.2.1 be false, inaccurate or misleading;
   
   4.2.2 be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;
   
   4.2.3 be in breach of copyright, confidence, privacy or any other rights and, in particular, will not infringe any third party's Intellectual Property Rights, trade secrets or other proprietary rights or rights of publicity or privacy;
   
   4.2.4 be fraudulent or involve the sale of counterfeit or stolen items;
   
   4.2.5 be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, data protection, export control, consumer protection and advertising);
   
   4.2.6 create, or be likely to create, liability for CSO or cause CSO to lose (in whole or in part) the services of its internet service or other suppliers;
   
   4.2.7 contain any Virus;
   
   4.2.8 cause the CSO Website or the Online Clothes Store or their functionality to be interrupted, damaged or impaired in any way.
   
   4.3 The Designer hereby acknowledges that CSO:
   
   4.3.1 has entire discretion whether to invite or select prospective Designers to subscribe to use of the Service and whether to conclude a Agreement with a prospective Designer;
   
   4.3.2 may terminate a Agreement with a Designer should that Designer's eligibility to receive the Service and be listed on the Online Clothes Store change;
   
   4.3.3 may immediately suspend or terminate the Designer's subscription and use of the Service in the event CSO reasonably believes or suspects that any Designer Information is in breach of CSO's Information Policy or the provisions of clause 4.2 above;
   
   4.3.4 has absolute discretion as to the look, feel and content of the CSO Website (including without limitation all Dedicated Clothes Store Areas) as well as full and final say in the inclusion, positioning, location and all other presentation of Designer Information (including without limitation in CSO' sole discretion the right to remove any Designer Information from the CSO Website at any time during the contractual term);
   
   4.3.5 shall be under no obligation to refund any Charges in the event of termination of the Agreement by the Designer, for whatever reason;
   
   4.3.6 has no responsibility for the formation and performance of any agreement concluded between the Designer and any Buyer of Products from it and that the terms and conditions relating to any such agreement shall be entirely a matter between the Designer and such Buyer, except in relation to the obligations of CSO under clause 6.3 of this Agreement;
   
   4.3.7 has no responsibility for the provision, support and maintenance of any of the Designer's hardware or software used to provide the Designer with access to the internet or the CSO Website or any related hardware or software (including without limitation any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Designer.
   
   4.4 The Designer acknowledges that it is its responsibility to check the CSO Website on a regular basis to make and keep itself aware and notified of any changes made by CSO to the Conditions, the Charges and the Policies or all or any of them pursuant to clause 2.5.
   
   4.5 If Designers sell similar product on the CSO website as another Designer, CSO shall have no responsibility or liability for any such scenario or any issues arising from such scenario.
   
   
5. security
   
   5.1 The Designer:
   
   5.1.1 is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service to it and access to the Dedicated Clothes Store Area (which responsibility shall include the obligation to change passwords on a regular basis) and shall take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised third parties;
   
   5.1.2 shall inform CSO immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way;
   
   5.1.3 shall inform CSO immediately if the Designer forgets or loses a password and must satisfy such security checks as CSO may operate.
   
   5.2 CSO reserves the right:
   
   5.2.1 to suspend access to the Service if at any time CSO considers that there is or is likely to be a breach of security, in which event CSO will notify the Designer of the suspension and any steps to be taken by it as soon as reasonably practicable;
   
   5.2.2 to require the Designer to change any or all of the passwords used by the Designer in connection with the provision of the Service and access to the Dedicated Clothes Store Area, in which event CSO will notify the Designer of the requirement to change passwords and any steps to be taken by it as soon as reasonably practicable.
   
   
6. Prices, charges and payment terms
   
   6.1 The designer must provide both wholesale and retail prices for all their products to be offered for sale. The Prices must include postage within Australia and may not be greater than the prices the designer directly or through another distributor may offer the same product to buyers to shoppers. . Where appropriate the prices must include GST.
   
   6.2 The Designer shall pay the Commission Fee, the Transaction Fee and any additional charges incurred in accordance with these terms and conditions. 6.2.1 The times stated for payment of the Charges shall be of the essence.
   
   6.3 Payment for goods and/or services on the CSO Website shall be made directly by a customer to CSO, and the relevant transaction shall be recorded on the Designer’s designated CMS.
   
   6.4 CSO shall notify the Designer by email of any sale of Designer’s goods and/or services.
   
   6.5 Following receipt of such notification the Designer shall provide to the customer a confirmation of their order and dispatch such order in accordance with the timetable set out in the relevant standards of service or similar policy in which the Designer sets out its terms in relation to an order, in accordance with the Standards of Service Policy.
   
   6.6 CSO shall pay the Designer for the relevant transaction less the Commission Fee and the Transaction Fee on the first working day of the month following the date on which CSO receives payment from the customer and CSO has received confirmation from the Designer that the relevant goods have been delivered. The Designer shall provide to CSO all banking details and provide any other information as may be required by CSO in order to make such payment. The Designer shall regularly check such banking details for accuracy.
   
   6.7 The Designer shall make all payments due under the Agreement without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
   
   6.8 Unless specified otherwise, all Charges detailed in the Charges List are shown exclusive of any goods and services tax or other similar taxes or levies all of which amounts the Designer shall pay, where appropriate, at the rate prevailing at the relevant tax point in addition to the Charges themselves. Unless specified otherwise, all charges are subject to goods and services tax.
   
   6.9 If any sum due from the Designer to CSO under the Agreement is not paid on or before the due date for payment then all sums then owing by the Designer to CSO shall become due and payable immediately and, without prejudice to any other right or remedy available to CSO, CSO shall be entitled to:
   
   6.9.1 cancel or suspend its performance of the Agreement or any order including suspending provision of the Service until arrangements as to payment or credit have been established which are satisfactory to CSO;
   
   6.9.2 charge the Designer the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
   
   Returns and refunds
   
   6.11 Although CSO accepts no liability or responsibility for refunds, any requests for refunds for any goods and/or services shall be dealt with between CSO and the relevant customer.
   
   6.12 Following receipt of a request for a refund by a customer, CSO shall, subject to the Designer’s reasonable agreement to the request, inform the customer that it will request a refund from the designer, and shall send to the Designer such request accordingly.
   
   6.13 Subject to the provisions of CSO’ policy relating to returns and refunds, as displayed on the CSO Website from time to time, CSO shall approve such refund.
   
   6.14 If at the time of approval of any refund CSO has paid the Designer for the relevant goods and/or services, the refund process shall operate as follows: a) if the Designer has sufficient funds owing and due to them by CSO, CSO shall pay the refund to the customer and shall apply the sum as a debit against the Designer’s account with CSO; b)if the Designer has insufficient funds owing and due to them by CSO to cover the amount of the refund, then the Designer shall, within 5 working days of approval of the refund by CSO, transfer the required funds to CSO bank account for the value of the goods and services to be refunded, less the Commission Fee. Following receipt of such payment CSO shall pay the refund to the customer.
   
   6.15 If at the time of approval of the refund CSO has not paid the Designer for the relevant goods and/or services CSO shall pay the refund directly to the customer.
   
   6.16 CSO will charge the Designer for any transactional and postage costs incurred by CSO in respect of any refund.
   
   6.17 CSO will charge the Designer the Commission Fee on any orders that are refunded to the shopper due to the item being displayed as available on the CSO website when it was out of stock.
   
   6.18 CSO will charge the Designer the Commission Fee on any orders that are refunded to the shopper to the item being faulty.
   
   
7. intellectual property rights
   
   7.1 All Intellectual Property Rights in the Service and in any Software and/or Documentation are and will remain the absolute property of CSO or its licensors as appropriate.
   
   7.2 Any Intellectual Property Rights created by CSO in the course of the performance of the Agreement or otherwise in the provision of the Service shall remain CSO's property.
   
   7.3 CSO hereby grants to the Designer a non-exclusive non-transferable licence for the duration of the Agreement only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Agreement shall be deemed to have given the Designer a licence or any other right to use any of CSO's Intellectual Property Rights.
   
   
8. confidentiality
   
   8.1 Both parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under the Agreement and except in accordance with the Agreement will not disclose that information to any person (other than their employees or professional advisers or their suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Designer authorises CSO (including its employees, agents and contractors) to hold and process Designer Information.
   
   8.2 The obligations of confidentiality under the Agreement shall not extend to any matter which either party can show:
   
   8.2.1 is in, or has become part of, the public domain other than through a breach of the Agreement; 8.2.2 was lawfully in the possession of the recipient before the disclosure under the Agreement took place;
   
   8.2.3 was independently disclosed to it by a third party entitled to disclose the same;
   
   8.2.4 is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
   
   8.3 The obligations of confidentiality under the Agreement shall remain in effect for two (2) years after the termination or expiry of the Agreement.
   
   
9. exclusion and limitation of liability
   
   9.1. CSO's total liability in agreement, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Agreement shall be limited to a maximum of $3,000
   
   9.2. CSO shall not be liable to the Designer for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) which arises out of or in connection with the Agreement, or for any liability incurred by the Designer to a Buyer or to any other person for any economic loss, claim for damages or awards howsoever arising from the provision of the Service or otherwise.
   
   
10. Designer intellectual property rights warranty and indemnity
    
    10.1 The Designer warrants to CSO that it is the legal beneficial owner of all the Intellectual Property Rights and or possesses a valid licence to use the Intellectual Property Rights in the materials which include the data, information, photographs, logos and images it has provided or uploaded to CSO and to the best of its knowledge, information and belief the use of its Intellectual Property Rights by CSO pursuant to these Conditions will not infringe Intellectual Property Rights owned by any third party and that there is and will be no claim against CSO by any third party arising in relation to its Intellectual Property Rights.
    
    10.2 The Designer acknowledges that CSO is likely to use any of the content that appears on the Designer's Dedicated Clothes Store Area for publication in CSO material and in publications not owned or affiliated with CSO and in recognition of the significance of this the Designer shall indemnify and hold CSO harmless against any damages (including costs) arising out of or relating to any Intellectual Property Rights belonging to the Designer in respect of any claim or action that the normal operation possession or use of those Intellectual Property Rights ('Intellectual Property Infringement') by CSO.
    
    10.3 Should CSO become aware of any Intellectual Property Infringement they shall notify the Designer as soon as reasonably practicable;
    
    10.4 At the request of CSO, the Designer shall take the sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of CSO, such instructions not to be unreasonably withheld or delayed.
    
    10.5 The Designer shall give CSO such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
    
    10.6 The Designer shall reimburse CSO its reasonable costs incurred in reliance of the Designer's warranty expressed in clause 10.1 above.
    
    10.7 The Designer shall have no liability to CSO in respect of an Intellectual Property Infringement if the same results from any unauthorised and intentional alteration modification or adjustment to the Intellectual Property Rights without the prior written consent of the Designer.
    
    10.8 In the event of an Intellectual Property Infringement the Designer shall forthwith make without charge to CSO such alterations modifications or adjustments to the Intellectual Property Rights as shall be necessary to make them non-infringing.
    
    10.9 This clause shall survive termination or expiration of these Conditions
    
    
11. subcontracting, assignment and third party rights
    
    11.1 The Designer shall not be entitled to assign, charge, subcontract or transfer the Agreement or any part of it without the prior written consent of CSO.
    
    11.2 CSO may assign, charge, subcontract or transfer the Agreement or any part of it to any person.
    
    11.3 No term of the Agreement shall be enforceable by any third party (which for these purposes includes any employee, officer, agent, representative or sub-contractor of either CSO or the Designer)
    
    
12. matters beyond the reasonable control of CSO
    
    12.1. CSO reserves the right to suspend or to cancel the Agreement in whole or in part (without liability to CSO) if it is prevented from or delayed in the carrying on of its business and its obligations under the Agreement due to circumstances beyond its reasonable control including, without limitation, Acts of God, fire, flood, lightning, war, revolution, acts of terrorism, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of CSO continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Agreement.
    
    
13. breach of agreement of insolvency
    
    13.1. CSO may immediately suspend further provision of the Service or cancel any outstanding provision of the Agreement or by notice in writing to the Designer terminate the Agreement without liability to CSO if the Designer:
    
    13.1.1. commits a material breach of the Agreement (including without limitation a material breach of any of the Policies), which is capable of remedy, and fails to remedy the breach within fourteen (14) days of a written notice to do so;
    
    13.1.2. commits a material breach of the Agreement (including without limitation a material breach of any of the Policies) which is incapable of remedy;
    
    13.1.3. fails to pay any sum payable to CSO under the Agreement within seven working days of its due date for payment in accordance with these Conditions;
    
    13.1.4. is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Designer;
    
    13.2. Notwithstanding any such termination or suspension in accordance with the foregoing Clause 12.1, the Designer shall pay CSO all Charges due for the provision of the Service up to and including the date of suspension or termination, and the termination of the Agreement for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any such owing or to become owing to the other.
    
    
14. general
    
    14.1. The waiver by either party of any breach of the Agreement or delay in enforcing any breach shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
    
    14.2. If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Agreement and the validity and/or enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired as a result of that omission.
    
    14.3. Notices given under the Agreement must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of CSO, to its registered address or any alternative address CSO notifies to the Designer in accordance with this provision and, in the case of the Designer, to the address which it provides in the Application Form or any alternative address the Designer notifies to CSO in accordance with this provision.
    
    14.4 Notices may be sent by email provided that, to be effective, the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a return receipt.
    
    
15. law and jurisdiction
    
    15.1. The Agreement shall be governed by Australian law.
    
    15.2. The Agreement shall be subject to the exclusive jurisdiction of the New South Wales courts to which the parties irrevocably submit.
    
    Schedule 1
    
    (Description of the Service)
    
    1. The CSO Website http://www.clothingstoreonline.com.au is owned by CSO and through it CSO can provide its Designers with access to a range of on-line resources, (Clothingstoreonline), marketing support, various communications tools, branded programming and personalised content.
    2. CSO reserves the right to revise or alter the Service at any time. Any variation in Service will be subject to the Conditions.
    3. In order to use the Service, Designers must establish and maintain access to the world wide web at their own cost, including a computer and modem or other access device. All Designer computer equipment must have up-to-date protection against Viruses and all information supplied electronically to CSO must be submitted free from Viruses.
    4. The CSO Website is only a site which allows registered Designers to offer their products and services direct to potential buyers. Accordingly:
    • CSO acts solely as agent on behalf of disclosed principals, namely the registered Designers;
    • any agreement to buy the Designer Products is concluded directly between the Designer and Buyer concerned;
    • CSO does not systematically review listings provided by users of the CSO Website;
    • Products offered for sale through the CSO Website are neither owned nor come into the possession of CSO at any time; and
    • CSO cannot and does not accept any responsibility for ensuring that Designers and potential Buyers conclude any transaction or perform their respective obligations under any agreement concluded between them.
    5. The Service allows Designers to offer their Products as part of an 'always on' detailed electronic online catalogue containing categories and sub-categories, which allows Designers to display their Products in the most appropriate categories, and with product information, pictures and promotions uploaded by them.
    6. Designers can amend and update information about their Products displayed on the CSO and are responsible for designing, creating, managing and amending any graphics or product images, subject to CSO's general content regulations.
    7. In its roles as a facilitator and agent for disclosed principals, CSO cannot be involved in the conclusion or fulfillment of any transaction between Designers and prospective Buyers.
    
    Schedule 2
    
    (Charges)
    
    Transaction Fee
    
    Where the buyer pays by credit card, a transaction fee percentage or as may be notified to the Designer from time to time is payable by a Designer on the value of each transaction made through the CSO Website in respect of the costs of sale of CSO in respect of such transaction. The Transaction Fee is currently 2% and subject to GST.
    
    Commission Fee
    
    A Commission Fee is payable by the Designer on the value of sales made through the CSO Website by a Designer. The Commission Fee is calculated as a percentage of the value of goods sold at a rate agreed in writing between CSO and the Designer at the time of joining or at the time of renewal. The Commission Fee is subject to GST.
    
    *CSO will refund monies paid and received by them in respect of sold goods which are subsequently returned by the customer and authorised for refund for good reason by the Designer in accordance with clauses 6.11 to 6.16 of the Agreement. The Transaction Fee originally made on any refunded purchase will be retained by CSO.
    
    Web maintenance Fee
    
    CSO can provide assistance in the maintenance of your dedicated Clothingstoreonline web pages. These services will be provided at a nominal rate of $35 plus GST per hour. No cost is incurred by the Designer for the general maintenance of the CSO website or the Multi category pages.
    
    Schedule 3
    
    (Standards of Service Policy)
    
    The aim of CSO's Standards of Service Policy is simply to provide all Buyers, that visit and use the CSO Website to buy Products, with a good service that produces the absolute minimum of complaints.
    
    Designers are solely responsible for ensuring that their designers are compliant with all appropriate legislation. As such, CSO highly recommends that Designers take appropriate legal advice to ensure that the standards of service set out in this Policy are fully complied with.
    
    Note: As used in this Policy, the terms: * 'you' and 'your' refer to Designers. * 'your home page(s)' refers to the Designer's home page(s) within the Dedicated Clothes Store Area * 'we' refers to CSO
    
    1. post & packing/delivery
    
    The designer will be responsible for the delivery/post & packing of their products sold on the CSO site.
    
    CSO will charge the customer a $10 administration and handling fee.
    
    2. payment
    
    Payment for goods and services by Buyers of your products through the CSO Website will be through a range of credit cards using the Eway online payment processing system and direct deposit into the CSO bank account.
    
    3. refunds
    
    Refunds must be made ONLY through E-way. Do NOT issue refunds by cheque or other means. Designers must request that CSO process any authorised refunds directly to the customer on their behalf.
    
    4. customer relations
    
    • The order notification email that is sent to your Customer will include sufficient contact information so that they may contact CSO by post, email or telephone.
    • If your terms and conditions differ from the ‘standards’ established by CSO, you must display your terms and conditions (which will include terms to reflect this Standards of Service Policy) with particular reference to returns, on the appropriate areas of your Dedicated Clothes Store Area. You must also inform CSO.
    • If your expected delivery times differ from the standards established by CSO, you may display your expected delivery times. You must also inform CSO.
    • If you produce personalised or specially-made items, you must clearly display the specific delivery times, order cancellation and returns policy for these. You must also inform CSO.
    • COS will respond to any enquiries or complaints in the first instance within one working day.
    • You will conform to all applicable legislation and regulations without limitation
    • Any and all correspondence sent to a shopper must be directed via CSO and must include reference to clothingstoreonline.com.au. You are requested not to contact the shopper directly. Material is available and will be supplied to you from time to time to assist you in the fulfillment of this obligation.
    • You may not contact the shopper by email or any other means. Only CSO may contact the customer to discuss the processing and progress of the CSO order. The shopper has subscribed and/or registered with clothingstoreonline.com.au only and a Designer who used the shopper’s email contact details to promote their business apart from CSO without gaining the shoppers express permission would be in breach AUSTRALIAN privacy legislation.
    
    5. order processing information
    
    Once an email order has been received by you from a Buyer:
    
    • You are obliged to fulfill the order.
    • You are obliged to dispatch the order for receipt by the Buyer within three to five days unless the item is being specially made or ordered.
    • You must notify CSO promptly by email at each of the following stages:
    • Receipt of order notification.
    • Processing and/or dispatch of order with expected delivery date.
    • Receipt of an item that has been returned to you.
    • You must include with all orders a copy of the appropriate CSO order notification email, a copy of the CSO dispatch letter and such additional documentation as may be provided by CSO.
    • You must not include any other material with the package.
    
    6. return and refund of unwanted goods and faulty products
    
    Whilst you are naturally required to conform to the appropriate legislation that gives consumers the statutory right to a full refund on faulty items, it is obviously good business sense to improve on the minimum. As such, the CSO minimum is:
    
    • That you give the shopper a cooling off period of seven days from the receipt of goods, in which shoppers can cancel their order.
    • If personalised items are being specially made, or products are exempt in other ways, any limit or variation on CSO refunds and returns policy must be necessary and legal and stated clearly on your dedicated web pages.
    • Request for refund on dispatched goods must be confirmed to CSO within 2 days of receipt of the returned goods.
    • Where goods are faulty and returned, post and packing costs must be refunded along with the cost of the goods.
    • A maximum of 28 days must be allowed after receipt of goods for customers to return products to you.
    • Refer to agreement clauses 6.11 to 6.16 for further return and refund terms.
    
    7. pricing
    
    • Prices must be fully inclusive of GST, all taxes and additional charges.
    • Pricing should be consistent over a reasonable period of time. Reducing your price for speedy or improved sale is acceptable, but changing prices frequently and unnecessarily is not. 8. stock availability
    • Stock availability should be displayed accurately for all products and should be updated regularly.
    • Once the final piece of stock has been sold of any item and will no longer be available, you must remove that product from CSO
    • If a product is out of stock you must specify this on a product page so that orders cannot be taken for it. If a shopper places an order for an item which is in fact out of stock, and consequently requires a refund, then you will be charged the Commission Fee on that order.
    9. linking to your site
    
    • You may include a link to your or other website
    • You may not include your email address anywhere on the site
    • Because CSO has no control over your site and resources, CSO is not responsible for your ‘external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on your site or resources.
    • You are requested to include a link from your external site to your CSO dedicated home page.
    
    10. product listing
    
    All products can be found by the customer through a system of ‘tags’. The following are necessary for the ease and reliability of the Buyers' experience and service on the CSO Website:
    
    • You may associate your product with as many ‘tags’ or words as you choose in the ‘product finder’, as long as they are appropriate to the product and its normal use.
    • You may associate your service with a limited number ‘tags’ or words as you choose in the ‘service finder’, as long as they are appropriate to the product and its normal use.
    • You may associate your product with a limited number of ‘tags’ or words as you choose in the ‘gift finder’, as long as they are precisely selected by you and only fully appropriate products are offered as gifts.
    • A single item only may appear in each product listing. Multiple products within a single product listing are not permitted.
    • A single item may appear only once on the site. You may not re-list identical items under a different title or stock code.
    • Each listing must contain all the information required and such information must be accurate. 'Dummy' box filling to circumnavigate required fields is not permitted.
    • Keyword spamming in listings is not permitted ('keyword spamming' is when inappropriate keywords are used or placed in a title or description to gain attention or divert users to another listing).
    • You must not create titles for your listings that do not accurately describe the items for sale.
    • You must conform to the guidelines that are set out in the Content & Style Guide that is issued to you, and updated and re-issued to you, from time to time.
    • regardless of your usual choice or style of language, you must use titles, descriptions and other words and language that is simple and self-explanatory, in order that both the onsite search engine and the popular search engines, such as Google, can find and deliver results for your page. If you do not, the search engines will deliver much less productive results for your products.