2.1 Winescape operates an online marketplace for trading Fruit, Bulk and Bottled wine.

2.2 Through the Service:

• (a) Suppliers may list Product (Fruit, Bulk or Bottled wine);
• (b) Buyers may lodge Sample Requests, Fruit Requests and Tenders in relation to Product; and
• (c) Buyers and Suppliers may make, receive and execute Offers, Counteroffers and Contracts using Winescape workflows.

2.3 Where Bulk or Bottled Product is listed, Buyers may lodge Sample Requests. A Supplier (initially anonymous) may accept or reject a Sample Request and, if accepted, send samples labelled using Winescape labels stating at least price, volume, Batch Code, GI, Vintage and Variety.

2.4 Where Fruit is listed, Buyers may lodge Fruit Requests. If accepted, Winescape may provide Supplier details to the Buyer so the parties can inspect the vineyard and negotiate Offers.

2.5 Buyers may raise Tenders specifying (for example) price, Vintage, GI, Variety and conditions. Suppliers may submit Product to a Tender, which may lead to Sample Requests and the Offer/Counteroffer process.

2.6 Winescape may provide access to 3rd Party Services including credit reporting, finance and PPSR-related services.

2.7 Winescape does not buy or sell Product in its own right and is not a party to Contracts between Buyers and Suppliers.

3.1 This Agreement applies whenever you use any part of the Service.

3.2 This Agreement incorporates by reference:

• (a) the Winescape Privacy Policy; and
• (b) any additional terms presented for particular services, including 3rd Party Services.

3.3 If there is any inconsistency:

• (a) this Agreement prevails for general use of the Service; and
• (b) specific terms for a particular product or 3rd Party Service prevail for that product or service.

4.1 Registration

4.1.1 You must register an account to access most functionality on the Service.

4.1.2 You must ensure information provided on registration and in your Profile is true, accurate, current and complete, and keep it up to date or promptly notify Winescape if you cannot do so.

4.1.3 If you are added to a Company Subscription by a Company Administrator, you remain responsible for information relating to you and actions taken through your account.

4.2 Account Security

4.2.1 Login credentials are personal to you and must not be shared or transferred.

4.2.2 You are responsible for all activity under your account. You must promptly notify Winescape of any unauthorised use or security breach.

4.3 Company Set Up

4.3.1 Once a Company has paid a Subscription Fee, it may set up its internal structure so that appropriate personnel are Registered Parties (unless the Company has a View Only Subscription).

5.1 Company Administrator

5.1.1 A Company Administrator is the person Winescape recognises as authorised to manage the Company’s use of the Service, based on Winescape’s knowledge or instructions from an authorised officer (e.g. director or CEO).

The Company Administrator may:

• (a) add and remove users from the Company Subscription;
• (b) assign and change Roles; and
• (c) manage access to markets and permissions.

5.1.2 Only Winescape can change the Company Administrator. If you lack authority to act in that role, you must notify Winescape immediately.

5.1.3 The Company, not Winescape, is responsible for removing users who no longer work for the Company or should no longer have access.

5.2 Roles and Key Contacts

5.2.1 A Company Administrator may assign Roles per market (Fruit, Bulk, Bottled), including Buying Key Contact, Selling Key Contact, View Only and No Access.

5.2.2 A Buying Key Contact may raise Tenders, make Offers, accept Counteroffers and liaise with Suppliers to fulfil Contracts.

5.2.3 A Selling Key Contact may list Product, submit to Tenders, make or accept Offers and Counteroffers, and liaise with Buyers to fulfil Contracts.

5.2.4 A View Only Role allows access to view data in a designated section but not to trade or instruct Winescape on behalf of the Company.

5.2.5 A No Access Role prevents the user from seeing or acting in the relevant market section.

6.1 If you upload Product, you represent and warrant that:

• (a) the Company you represent owns the Product and can transfer good title free of encumbrances;
• (b) you are authorised to advertise and sell the Product; and
• (c) the Product description complies with all applicable laws (including Australian wine laws or the equivalent laws in the country of origin).

6.2 At the time of listing, the Product must be available and accessible for sale.

6.3 All Product is listed on a tax exclusive basis. Suppliers are responsible for applying and remitting all applicable taxes on invoices.

6.4 A Supplier may withdraw Product at any time before a Contract is concluded.

7.1 By lodging Sample Requests or Fruit Requests, you confirm a genuine intention to purchase Product if suitable. Using Requests only to compare or Benchmark Product without genuine purchase intent is prohibited.

7.2 Sample Requests – Suppliers

7.2.1 If you act as a Supplier, you may accept or reject a Sample Request, including if:

• (a) the Buyer has previously requested the same Product through Winescape;
• (b) the Buyer has already been shown that Product by you or your Company before the Winescape Request;
• (c) you consider the Buyer to be a credit risk; or
• (d) your Company no longer owns or has withdrawn the Product.

7.2.2 If you reject a Sample Request due to prior dealings, you agree to provide reasonable information about those dealings to Winescape if requested, solely to assess entitlement to commission.

7.3 Sending Samples

7.3.1 If you send samples in response to a Sample Request, you agree that:

• (a) the Product has not previously been shown to the Buyer; and
• (b) Winescape may be entitled to charge commission on any resulting sale (inside or outside the platform).

7.3.2 Samples must only be labelled with labels supplied by Winescape for that Request.

7.3.3 Sample Requests are confidential and not transferable. You must not disclose them to third parties.

7.3.4 You must not supply additional unrequested “throw in” samples under a Sample Request.

7.4 Fruit Requests – Suppliers

7.4.1 If you act as a Supplier and receive a Fruit Request, you may accept or reject it on similar grounds to those above, including prior dealings, credit concerns and unavailability.

7.4.2 If you reject due to prior dealings, you agree to provide reasonable information to Winescape on request to assess whether commission is payable.

8.1 Expressions of Interest

8.1.1 Winescape may forward proposals, Tenders or Expressions of Interest to clients. If you engage with those materials and a sale results, Winescape is generally entitled to brokerage or commission unless you had already received the same information from a third party and engaged with that party before Winescape’s communication.

8.1.2 If you rely on prior provision of information to deny commission, you must explain, on request, when and from whom the information was previously received so Winescape can determine commission entitlement.

8.2 Raising Tenders

8.2.1 Buyers may raise Tenders only where there is a genuine intention to purchase fit-for-purpose Product.

8.2.2 Tender details must be accurate when published and promptly updated or withdrawn if no longer accurate.

8.2.3 By raising a Tender you authorise Winescape to distribute it to potential Suppliers at Winescape’s discretion. Winescape is not liable for any omission or inclusion of particular Suppliers.

8.3 Submitting to Tenders

8.3.1 If you are a Supplier submitting Product to a Tender, you agree that:

• (a) the Product matches the key parameters of the Tender (including Vintage, Variety and GI);
• (b) you comply with Tender requirements for quantity; and
• (c) if your submitted price exceeds the Tender price, the Buyer may reasonably expect you to accept an Offer at the Tender price. If you are not willing, you must not submit Product to that Tender.

9.1 Offers in relation to Product sampled or seen via Winescape must be made through the Service unless Winescape agrees otherwise.

9.2 You may withdraw an Offer at any time before acceptance by notifying Winescape. Winescape will act promptly but is not liable for any delay or loss arising from withdrawal processing.

9.3 When an Offer or Counteroffer is accepted, Winescape generates a Contract note and emails it to both parties. Each Contract includes a two-day Cooling Off Period during which either party may withdraw for any reason.

9.4 After the Cooling Off Period expires, a legally binding Contract exists between Buyer and Supplier. Winescape is not a party to that Contract.

9.5 Winescape treats Contracts as confidential and discloses them only:

• (a) as necessary to facilitate 3rd Party Services (e.g. PPSR registration);
• (b) to authorised Registered Parties within your Company’s Subscription; or
• (c) as required by law.

10.1 Once the Cooling Off Period has expired, Winescape will only cancel a Contract where both Buyer and Supplier agree in writing. Winescape then archives the Contract. Winescape has no obligation to procure cancellation where the parties do not agree.

11.1 Winescape charges Subscription Fees and Sales Commission Fees as published on the Winescape site or as otherwise agreed in writing.

11.2 If you are a Supplier and conclude a Contract through Winescape, or a sale results from a Fruit Request, Sample Request, Tender or Expression of Interest originating through the Service, Winescape is entitled to invoice you Sales Commission as per the applicable schedule.

11.3 Winescape may charge Sales Commission on cancelled Contracts where:

• (a) you contracted to sell Product you did not have the right to sell; or
• (b) you misrepresented Product and the contracted Product does not exist or cannot be supplied as contracted.

11.4 Winescape does not ordinarily charge Commission where a Buyer requests cancellation and you agree, but reserves the right to do so where the cancellation results from your fault or carelessness.

12.1 Australian Companies

12.1.1 If you represent an Australian Company with an ABN, Winescape’s Sales Commission Fees are increased by the applicable GST rate.

12.1.2 Where you use Winescape to sell Product to another Australian entity, you are solely responsible for charging and remitting GST and, where applicable, Wine Equalisation Tax (WET) in accordance with Australian tax law.

12.1.3 You must provide Winescape with a correct ABN and ensure your invoices comply with Australian tax requirements.

12.2 International Companies

12.2.1 If you represent a Company registered outside Australia, you are solely responsible for complying with all applicable tax and duty laws in all relevant jurisdictions.

12.2.2 Winescape’s systems are primarily configured for Australian tax. Products are listed tax exclusive and international tax treatment remains your responsibility.

13.1 Until a Contract is concluded, you must not directly contact or negotiate with counterparties identified through Winescape about that transaction without Winescape’s express permission.

13.2 You may contact Winescape for information about a transaction. Winescape may liaise with the other party and respond to you but is not obliged to do so.

13.3 Once a Contract is concluded, direct contact between the parties is expected for fulfilment of the Contract.

14.1 You must use the Service lawfully and reasonably. You must not:

• (a) undermine or attempt to undermine the security or integrity of Winescape’s systems or networks;
• (b) impair or attempt to impair the functionality of the Service or others’ use of it;
• (c) use any device, software or instruction to interfere with proper operation of the site;
• (d) access any system or data without permission;
• (e) introduce viruses, malicious code or harmful content;
• (f) share content that is unlawful, defamatory, offensive or infringes rights of others;
• (g) reverse engineer, disassemble, decompile or attempt to extract source code from any part of the Service;
• (h) resell, lease, repackage, sublicense or provide access to the Service or data in any manner not expressly permitted;
• (i) commit, attempt or facilitate fraud or other illegal acts through the Service;
• (j) abuse, threaten or harass Winescape staff, partners or other users;
• (k) use the Service if you are under the legal age to deal in alcohol in your country; or
• (l) trade via the Service without required licences or authority to deal in alcohol in your jurisdiction.

14.2 You must not forge or mask the origin of communications transmitted via the Service or allow others to transmit communications falsely identifying your account as the origin.

15.1 Winescape may provide access to 3rd Party Services (for example CreditorWatch, PPSR Advisory, and BUTN finance services). These services are provided by independent third parties under their own terms and conditions, which you must accept and comply with.

15.2 Winescape may receive fees or commissions in connection with 3rd Party Services. You acknowledge and consent to such arrangements.

15.3 Winescape may provide suggested wording or example clauses for PPSR-related security registrations. Such material is generic and not legal advice. Winescape does not warrant that any clause will result in an Effective Security Registration. You must obtain your own legal advice and ensure your Contracts support any security registration you intend.

16.1 Winescape is a venue only. It is not an auctioneer and is not a party to any Contract between Buyer and Supplier.

16.2 Winescape does not control and does not guarantee:

• (a) the quality, safety or legality of Product advertised;
• (b) the truth or accuracy of user content or listings;
• (c) the ability of Suppliers to sell; or
• (d) the ability of Buyers to pay or perform.

16.3 You trade via Winescape at your own risk. You are responsible for verifying counterparties, Product and information, and for complying with all applicable laws.

16.4 To the maximum extent permitted by law, Winescape:

• (a) excludes all implied terms, conditions and warranties not expressly set out in this Agreement; and
• (b) is not liable for any loss of profit, revenue, goodwill or reputation, or any indirect, special or consequential loss, arising out of or in connection with the Service.

16.5 Where Winescape’s liability cannot be excluded under a non-excludable guarantee, Winescape limits its liability to, at its option:

• (a) re-supplying the relevant services; or
• (b) paying the cost of having the services re-supplied.

17.1 If you have a dispute with one or more other users, you release Winescape and its officers, directors, agents, subsidiaries, joint venturers and employees from all claims, demands and damages (actual and consequential) arising out of or in any way connected with that dispute.

17.2 Winescape may, but is not obliged to, facilitate communication or attempt to assist in resolving disputes between users. Winescape does not act as your agent or legal representative in any such dispute.

18.1 Without limiting any other rights, Winescape may, in its sole discretion and without prior notice:

• (a) delay or refuse to list Product;
• (b) delete listings;
• (c) issue warnings;
• (d) restrict your activities on the Service;
• (e) temporarily or permanently suspend or terminate your Registration or Company Subscription; or
• (f) require you to pay additional fees,

if, for example, Winescape:

• (g) believes you have breached this Agreement or any incorporated policy;
• (h) believes you have breached conditions relating to Winescape’s entitlement to bill commission;
• (i) cannot verify or authenticate information you provide; or
• (j) considers your actions may cause loss, damage or unlawful harm to you, other users or Winescape (including its related bodies corporate, affiliates, directors, employees or agents), or your information or listings are inappropriate or offensive.

18.2 For security, confidentiality and privacy reasons, Winescape is not required to disclose details of any investigation or action taken in relation to your account beyond what is expressly communicated to you.

19.1 Winescape is located at 25 The Boulevard, Margaret River, Western Australia 6285, Australia.

19.2 If any provision of this Agreement is held invalid or unenforceable, that provision is severed and the remainder continues in full force.

19.3 Winescape may assign or transfer its rights and obligations under this Agreement at any time. You must not assign or transfer your rights or obligations without Winescape’s prior written consent.

19.4 Headings are for convenience only and do not affect interpretation.

19.5 Winescape may amend this Agreement at any time by posting updated terms on the Winescape website. Winescape may also notify you of material changes by email or via your Winescape account. Your continued use of the Service after changes take effect constitutes acceptance of the amended terms.

19.6 Any clauses dealing with fees, liability, release, acceptable use, intellectual property, disputes and governing law survive termination of this Agreement.

20.1 This Agreement is governed by the laws of Western Australia, Australia.

20.2 You and Winescape submit to the non-exclusive jurisdiction of the courts of Western Australia and courts competent to hear appeals from them.

In this Agreement, capitalised terms have the following meanings unless the context requires otherwise.

3rd Party Services

Services provided through Winescape but owned or operated by third parties (including credit reporting, finance and PPSR-related services).

Batch Code

A Supplier’s internal code for identifying Product, referenced within Winescape.

Benchmark Product

Requesting samples without genuine intention to purchase, for the purpose of comparing with Product already owned.

BUTN / BUTN Finance Services

Finance services provided by BUTN (ABN 28 630 296 169) via Winescape as a 3rd Party Service.

Buyer / Buyer Key Contact

A Registered Party authorised by a Company to purchase Product and lodge Requests, Tenders, Offers and Counteroffers.

Company

The legal entity on whose behalf a Registered Party uses the Service.

Company Administrator

The person recognised by Winescape as authorised to manage a Company’s use of the Service and assign Roles.

Contract

A formal agreement generated through Winescape between Buyer and Supplier, which becomes binding after expiry of the Cooling Off Period.

Cooling Off Period

The two-day period after a Contract is issued during which either party may withdraw for any reason.

Counteroffer

An Offer made in response to a previous Offer by the other party during negotiations.

CreditorWatch

A credit reporting provider offering services via Winescape as a 3rd Party Service.

Direct Contact

Contact between counterparties about a Winescape transaction prior to Contract conclusion, without Winescape’s permission.

Effective Security Registration

A valid security registration lodged on the PPSR, supported by appropriate contractual clauses.

Execute / Execution

Digitally signing and submitting an Offer, Counteroffer or acceptance via Winescape.

Fruit

Wine grapes.

Fruit Request

A Buyer’s expression of interest regarding Fruit listed by a Supplier.

Geographic Indication / GI

A recognised indication that identifies a Product as originating from a specific region, area or locality.

Offer

A proposal to enter into a Contract on defined terms.

PPSR

The Personal Property Securities Register established under Australian law.

PPSR Advisory

A 3rd Party Service provider offering PPSR-related services via Winescape.

Product

Any Fruit, Bulk or Bottled wine or related goods uploaded by a Supplier for sale.

Profile

The page within Winescape where a Registered Party can update their details.

Registered Party

A person with authorised access to the Service under a Subscription.

Reject

To decline or end a Request, Offer, Counteroffer or transaction within Winescape.

Role

The permissions granted to a Registered Party (for example, Key Contact, View Only or No Access).

Sample Request

A Buyer’s request for a sample of Bulk or Bottled Product listed by a Supplier.

Security Interest

An interest in personal property that secures payment or performance of an obligation.

Service

The Winescape website, marketplace, tools and related systems.

Subscription

A contract between Winescape and a user or Company for access to the Service over a defined period.

Supplier

A Registered Party who uploads Product with the intention of selling it.

Tender

A process under which a Buyer specifies Product it wishes to purchase and invites Suppliers to submit Product that matches.

Variety

The grape variety or varieties from which a wine is produced.

Vintage

The year in which grapes used for a Product were grown.

Winescape

Winescape Pty Ltd (ABN 63 360 689 533), the operator of the Service, referred to as “we”, “us” or “our”.

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