UNOVINO (referred to as "we" or "us") provides a platform, website, and marketplace along with related services.

These services are governed by the following Terms of Use & Service ("Terms") and any additional rules or policies posted on our website or communicated to you by UNOVINO. Your continued use of our website and services after any changes to these Terms constitutes your acceptance of those changes. If you do not agree to any changes to these Terms, please refrain from using our services and website.

UNOVINO's marketplace is a digital platform where products are made available for consumers to purchase directly from producers.

This Agreement outlines the working relationship between you and UNOVINO. To participate in this partnership, you must:

• Qualify as an Independent Winery, a classification determined solely by UNOVINO.
• Embrace UNOVINO's values and vision while presenting premium products through a direct-to-consumer sales channel.
• Acknowledge that UNOVINO holds the right to assess the products you intend to offer, ensuring their alignment with the preferences and requirements of our customers while upholding the premium product criteria. This measure is essential to safeguard UNOVINO's brand positioning. UNOVINO reserves the right to discontinue the offering of products that jeopardize this positioning.
• Have the capability to add or remove products as needed. Or authorise UNOVINO to do this on your behalf.
• Demonstrate the capacity to professionally prepare and pack products in a timely manner, while adhering to reasonable instructions.
• Commit to full compliance with UNOVINO's Privacy Policy to protect privacy.

License to Utilise Our Platform

UNOVINO extends to you a non-exclusive, revocable, non-transferable license for the utilisation of our platform in strict accordance with these Terms. Unauthorised uses are expressly prohibited and require our prior written consent.

Our platform is dedicated to fostering the growth, autonomy, and innovation of independent wineries. We expect and trust that you will employ our platform in good faith to support the independent winery community. Kindly abstain from using our platform or its content in any manner that might pose competition to our business. Violations of this principle may lead to the suspension or termination of your access to our platform.

You are authorised to post, upload, publish, submit, or transmit pertinent information and content, including your product names, logos, and branding, collectively referred to as "User Content," on our platform. By making User Content accessible on our platform, you grant UNOVINO an all-encompassing, irrevocable, enduring, non-exclusive, transferable, and royalty-free license for various purposes, including the sale of your products and marketing.

You bear sole responsibility for all User Content you choose to share on our platform. Moreover, you assert and warrant that you either own this content outright or possess the requisite rights, licenses, consents, and releases to endow us with the rights to utilize this content in accordance with these Terms.

Please be aware that we neither endorse nor sanction User Content. Furthermore, we retain the exclusive right, at our sole discretion, to remove any User Content at any point in time.

Registration and Account Setup

If you're an Independent Winery interested in offering your products for sale, you can request that UNOVINO create an account on our platform. However, there are specific requirements and guidelines to follow during the account creation process:

1. One Account Limitation:You are allowed to possess only one Supplier account on our platform. In case you own multiple businesses, each business must have a separate account, and each of these accounts should use different email addresses.
2. Providing Essential Information:During the registration process, you must furnish basic information, including your name, email address, liquor license number, and ABN (Australian Business Number). 
3. Account Review and Approval:We will meticulously review your account request before granting approval. Additionally, we may request supplementary information, such as detailed business information and liquor licenses, to ensure the legitimacy of your account.
4. Right to Refuse Registration:We retain the right to decline registration or account creation if we have reasonable grounds to believe that you are not a suitable candidate for receiving an account. This includes instances where you do not possess the requisite liquor licenses, your license has expired, or you do not meet our platform's eligibility criteria.
5. Accuracy and Updates:It is your responsibility to provide accurate, current, and complete information during the registration process. You must also ensure that this information is promptly updated when necessary. 
6. License Confirmation:By creating an account, you confirm that you hold the necessary liquor licenses and are legally permitted to sell alcohol through our platform. You also affirm that your liquor license is current and that you have supplied us with up-to-date details concerning your license.
7. Account Profile Creation:Once your account is successfully registered, it will be used to establish a personalised profile. The individual initiating the Supplier Account registration will be automatically designated as the account's administrator (Administrator). However, should you wish to assign this role to a different user, you can make this request in writing.
8. Product Information and Accuracy:You have the flexibility to provide information in your Supplier Profile, detailing your winery's story and describing each product listed on our platform. It is your responsibility to maintain accurate, comprehensive, reliable, up-to-date, suitable, and non-misleading information for your products and listings. Please note that UNOVINO is not responsible for verifying this information, and we will not be held liable for any inaccuracies.
9. Detailed Product Listings:You are permitted to list your products on the platform and offer comprehensive custom information regarding product styles, tasting notes, reviews, awards and more. However, UNOVINO retains full discretion in determining when and how these products are displayed on the platform. It is important to note that we are not responsible for verifying this product information.

Your adherence to these account guidelines is essential.

Fees, Pricing and Payment Procedures

When it comes to listing your products on the UNOVINO Marketplace, rest assured that there are no initial listing fees. You have the freedom to showcase your products directly to consumers through our website. However, to support our services, we do charge a service fee, which is calculated as a percentage of the final sale price.

1. UNOVINO Service Fees:UNOVINO provides marketing services and a DtC digital marketing platform that provides vertical integration to your vinCreative solution. Our aim is to maintain your product margins at acceptable levels and in doing so protect your brand equity. The UNOVINO Service Fee is 25% of the Gross Sale Value. From time to time Unovino may request an increase to this Service Fee for specific campaigns but this must be agreed in writing prior.
2. Payment Gateway Fees:UNOVINO use the Stripe Payment Gateway whose fees will be deducted from the Gross Sale Price and include:

• Local Cards:1.75% and 30c per transaction +GST, and
• International Cards:2.9% and 30c per transaction +GST including digital wallets such as GooglePay, ApplePay, SamsungPay, AliPay, WeChatPay).

1. Price Parity and Listing Restrictions:To maintain consistency and fairness for all users, it's imperative that you always offer your products on UNOVINO at the same price as the Lowest Retail Price (LRP), which is defined as the lowest price the product is advertised for on other wine marketplaces or retail websites (including your own), or via digital or printed advertising. Whenever possible, all products promoted for sale on the UNOVINO site should not be available for purchase through any discount online retailer, including but not limited to Dan Murphy's, eBay, Amazon, Google Shopping, Vinomofo, Vivino, or any retail channels affiliated with major retail organisations like Coles or Woolworths.
2. Price Setting and Approval:You acknowledge and agree that UNOVINO holds the responsibility for managing the pricing of your products on the marketplace. It's crucial to emphasise that we will never promote or sell any of your products at a price lower than your Lowest Retail Price (LRP) without first obtaining your explicit consent. This stringent policy is in place to safeguard your pricing strategy and maintain the integrity of your brand across the platform.
3. No Cost for Listings and Content Viewing:Creating listings and accessing content on the platform, including product listings, is entirely free of charge for users.
4. Invoicing and Delivery Cost:Our invoicing process adheres to UNOVINO's established policy. We will manage all invoices between your winery and the end consumer and between your winery and UNOVINO. To facilitate free shipping for all products, it is necessary for the delivery cost to be incorporated into the sale price.
5. Minimum Pack Requirement and Tax Inclusivity:As a Supplier, you have the flexibility to specify the minimum pack requirement for your products, which can be set at 3, 6, 12, or 24 bottles per pack. Please note that all prices displayed on our platform are inclusive of taxes.
6. Payment Processing and Currency:Payments for customer orders are typically processed automatically through Stripe whenever possible. If Stripe is not utilised, payments will be processed within 2 working days upon receipt of full payment from the customer. These funds will be transferred directly to your designated bank account.

UNOVINO streamlines all payout processes via our automated payment system using Stripe. To facilitate this, you will be required to register a Stripe Account and complete the KYC (Know Your Customer) and AML (Anti-Money Laundering) verification process through Stripe's identity verification platform. It's important to note that all payout proceeds will be disbursed in Australian Dollars and will include any applicable GST collected.

These policies and procedures aim to create a transparent and efficient platform for Suppliers and Consumers, ensuring a seamless experience for all parties involved.

Product Placement, Orders, and Delivery

Suppliers are obligated to furnish accurate and comprehensive product descriptions when listing items on the UNOVINO marketplace. By creating product listings, you confirm both your legal entitlement and your capacity to supply the specified products. UNOVINO staff reserves the right to utilise content from your current website to enhance the marketplace listings and promote your products effectively.

Customers who wish to purchase products initiate their orders through the platform, which we refer to as 'Orders.' It's highly recommended that Supplier staff verify the delivery address provided by the customer to ensure its validity.

Upon receiving an order, you are required to prepare it for dispatch within a maximum of 48 hours. It is incumbent upon you to ensure adequate stock availability for all UNOVINO marketplace listings. In the event that a listed product becomes unavailable, it is imperative that you promptly remove it from sale and notify UNOVINO. Should stock depletion occur while processing an order, you must either present a replacement offer to the customer or request UNOVINO to provide a full refund.

Additionally, you bear the responsibility of coordinating with a shipping provider to collect products from your warehouse and deliver them to the customer's designated shipping address. The costs associated with shipment are your responsibility. UNOVINO may recommend a designated shipping partner, which you are obliged to engage unless their services prove more costly than your existing provider. It is essential to maintain appropriate insurance coverage to account for potential loss or damage throughout the delivery process.

Furthermore, Returns and Reclaims

Both the Supplier and UNOVINO jointly assure customers that all goods will be supplied in an undamaged condition. Should a customer encounter any issues with the goods they've received, it's their responsibility to contact UNOVINO within 3 days of receiving the order. UNOVINO will promptly arrange either a 100% refund for damaged goods or their replacement by the Supplier.

UNOVINO, however, does not assume responsibility for the condition of the goods supplied. In the event that goods need to be reclaimed due to reasons such as contamination, health concerns, expiration, product recall, or any other valid cause, it becomes the Supplier's obligation to promptly inform UNOVINO, allowing for immediate customer notification. In such instances, UNOVINO will instruct the customer to safely dispose of the goods, and the refund procedure detailed above will be implemented. The Supplier is liable for any losses and damages arising from these situations.

Management of Customer & Supplier Data

As part of marketing and sales efforts, Suppliers may engage UNOVINO to directly contact customers as mutually agreed upon. Customers will have the option to opt-out of such communications at any time. To assist Suppliers, UNOVINO may provide details of customers who purchase their products from the marketplace, unless the purchase is made anonymously.

To ensure data security, UNOVINO does not store customer credit card information or proof of identity documents (e.g., driver's license or passport). A third-party gateway solution (Stripe) is responsible for processing all payments.

UNOVINO uses vinCreative software under license to interact with Suppliers and customers. It's essential to emphasise that neither UNOVINO nor vinCreative stores any confidential company data related to the Supplier. Instead, they retain data related to the presentation and marketing of Supplier products, similar to information publicly available on the Supplier's website.

For further details regarding data handling and privacy policies related to Suppliers, please refer to the UNOVINO Privacy Policy available atUNOVINO Privacy Policy.

Your Responsibilities

You agree that your products will be retail-ready, meeting the following criteria:

1. Production Standards:Your products must meet the expected standards and quality for this type of manufacturer. They should be of a quality that aligns with UNOVINO's commitment to offering premium products to customers.
2. Legal Compliance:Production must comply with all Australian laws and regulations relevant to your specific product type. This includes but is not limited to, adhering to any health and safety regulations, labeling requirements, and any other legal obligations pertaining to your products.
3. Labelling and Packaging:Labelling and packaging must conform to Australian federal and state laws and industry practices. This includes accurately representing the product, providing clear and complete ingredient lists, allergen information, and any other mandatory labelling requirements.
4. Meeting Customer Expectations:Your product should meet the expectations typical for this type of product in terms of quality, presentation, and taste. It should align with the premium standards and brand positioning of UNOVINO to ensure customer satisfaction.
5. Timely Order Fulfillment:You are responsible for promptly fulfilling customer orders received through the UNOVINO platform. This includes ensuring products are packed professionally and dispatched within the specified timeframe to meet customer expectations.
6. Maintaining Stock Availability:You must maintain adequate stock levels for all products listed on the UNOVINO marketplace. In the event that a listed product runs out of stock, it's your responsibility to promptly remove it from sale on the platform and notify UNOVINO to avoid any customer inconvenience.
7. Data Accuracy:It is your responsibility to provide accurate and up-to-date product information, including descriptions, pricing, and availability, on the UNOVINO platform. Any changes or updates to your products should be reflected promptly to avoid any discrepancies.
8. Customer Support:You must be prepared to provide responsive and professional customer support to address inquiries, issues, or concerns from UNOVINO customers related to your products.
9. Privacy Compliance:Ensure that you comply with UNOVINO's Privacy Policy when handling any customer data or information received through the platform.
10. Monitoring and Quality Control:Implement mechanisms for monitoring the quality of your products and addressing any quality-related issues promptly. UNOVINO may perform quality checks to ensure products meet the specified criteria.
11. Adherence to UNOVINO Policies:You are expected to adhere to all UNOVINO policies and guidelines, including but not limited to pricing, product placement, and the use of the UNOVINO platform, as outlined in this Supplier Agreement.

By fulfilling these responsibilities, you contribute to the overall success of the partnership between you as a Supplier and UNOVINO as the platform provider, ensuring a positive experience for customers and maintaining the integrity of the UNOVINO brand.

Alcohol License Policy

UNOVINO and its suppliers are dedicated to the responsible sale of alcohol. To ensure compliance with Australian laws governing the sale of alcohol online through our marketplace, please take note of the following:

1. Liquor License Renewal:As a supplier, it is your responsibility to keep your liquor licenses up-to-date. This includes promptly renewing your licenses and providing us with the latest license details, including the expiry date, to maintain your eligibility to sell alcohol through the UNOVINO platform.
2. Valid Liquor Licenses:Sales of wine and other alcoholic beverages on the UNOVINO platform are exclusively permitted for suppliers holding valid liquor licenses. These licenses must be visibly displayed as part of your UNOVINO listing to ensure transparency and compliance.
3. Compliance with ABAC:All listings and products related to alcoholic beverages must adhere to the guidelines set forth by the Alcohol Beverages Advertising Code (ABAC). It is crucial to review and ensure that your marketing and advertising materials, including product descriptions and promotions, align with the ABAC standards.
4. State and Territory Regulations:Be aware that different Australian states and territories have distinct laws governing the trading and sale of wine and alcohol. As a Supplier, you must thoroughly understand and adhere to these regional laws, including any restrictions or requirements regarding the sale of alcohol. For detailed information on state and territory regulations, please refer to the respective liquor acts applicable to your operating area.

By following these guidelines and maintaining compliance with Australian laws, you contribute to the responsible and legal sale of alcohol through the UNOVINO marketplace, ensuring that both you as a Supplier and UNOVINO as the platform provider operate in accordance with the highest standards of integrity and legality.

Consent to Promotional Activities

You may be approached to grant consent for promotional activities involving the UNOVINO website on your own website and social media profiles, such as Facebook and Instagram. UNOVINO will provide campaign materials to facilitate these promotions and ensure a cohesive brand message.

UNOVINO may also organise events and tastings, either at your winery or in densely populated areas, with the aim of showcasing your products and facilitating customer interactions. These events serve as a valuable promotional avenue. However, it's essential to note that any costs associated with organizing and executing these events must be discussed and agreed upon in writing by both parties beforehand.

Additionally, UNOVINO frequently conducts various marketing activities and promotions. You may receive invitations to participate in these initiatives. In the event you wish to launch a new product or promote a special offer exclusively to UNOVINO members and customers, there may be a requirement for you to shoulder some or all of the expenses related to the planning, execution, and management of these promotions.

This collaborative approach to promotional activities ensures that both you, as a Supplier, and UNOVINO can effectively reach and engage with the customer base while managing the associated costs transparently and efficiently.

Intellectual Property and Supplier Content

Unless otherwise explicitly stated, UNOVINO retains ownership or licensing rights to all aspects, including intellectual property rights, related to our platform and its content. Your use of our platform and access to its content does not confer or transfer any rights, titles, or interests to you.

Without obtaining prior written consent from UNOVINO or the rightful owner of the platform content (as applicable), you are prohibited from engaging in the following activities:

1. Copying or utilising any platform content, whether in whole or in part.
2. Reproducing, transmitting, distributing, selling, publishing, broadcasting, or circulating any platform content to third parties.
3. Infringing upon any intellectual property rights linked to our platform. This includes altering or modifying any content, causing it to be framed or embedded in another website, or creating derivative works based on the platform content.

Indemnity and Limitation of Liability

You hereby agree to defend, indemnify, and hold UNOVINO and its affiliates, including employees, directors, agents, and representatives, harmless from any claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorney's fees) stemming from claims associated with:

1. Actual or alleged breaches of your representations, warranties, or obligations outlined in this Agreement.
2. The products you offer, any content you supply, the advertising, offering, sale, or return of any products, or any confirmed or alleged infringement of intellectual property or proprietary rights resulting from the products you sell or content you provide.

UNOVINO shall not be held liable for any damages, encompassing direct, indirect, incidental, punitive, or consequential damages, arising from this Agreement, the Site, the Services, the inability to utilise the Services, or damages arising from the purchase of goods or services, receipt of messages, or participation in transactions through the Services.

Bulk Purchasing

UNOVINO may periodically organise collaborative bulk material procurement endeavours, encompassing raw materials, bottles, cans, carton boxes, and similar items, aimed at minimising unit costs for Suppliers. 

UNOVINO will furnish adequate advance notification to Suppliers who express interest in partaking in these bulk material procurements, offering detailed pricing information for the respective items. 

It is imperative that payment for these items is settled no later than 7 days before the actual order placement. Additionally, UNOVINO may include a margin to cover its administrative costs associated with facilitating these services.

Termination

Suppliers may cancel their account and terminate these Terms by providing us with 14 business days' notice in writing. All existing Customer orders submitted at the time of termination must be completed according to this Agreement.

UNOVINO may terminate these Terms for convenience at any time by giving you 14 days notice via email.

We may, at our sole discretion, suspend or terminate your account immediately without notice if:

1. You breach these Terms, any applicable laws, regulations, or third-party rights.
2. As a Supplier, your Listings or Products no longer meet quality or eligibility criteria.
3. We receive substantial and valid complaints about you or your products.
4. You do not hold the required liquor licenses to sell alcohol.
5. Your liquor license has expired.
6. You fail to deliver Orders in a timely manner.
7. You no longer satisfy our definition of an Independent Winery.

If we suspend your account or terminate these Terms, we reserve the right to cancel any existing Orders and refund the relevant Customers as necessary to fulfil our obligations.

Insurance

We strongly recommend that Suppliers obtain suitable insurance coverage for supplying their goods or services through UNOVINO. If you choose to secure an insurance policy, it is essential to thoroughly review all relevant documentation, including exclusions and deductibles.

Suppliers should consider obtaining appropriate types of insurance, including but not limited to cyber insurance, current transit insurance, public liability insurance, and product liability insurance, to ensure comprehensive coverage.

Severance

In the event that any provision of these Terms is determined to be void, invalid, illegal, or unenforceable under applicable law, that provision will be interpreted and narrowed to the extent required to render it valid and enforceable. If it is not possible to revise a provision (in whole or in part) to make it valid and enforceable, that provision (or the affected part) will be severed from these Terms. The removal of such a provision will not affect the validity or enforceability of the remaining provisions of this Agreement.

Jurisdiction

This Agreement is governed by the laws of the State of South Australia within the Commonwealth of Australia. Both parties agree to submit to the jurisdiction of the Australian Courts located in Adelaide, South Australia, for the resolution of any disputes arising from or related to this Agreement.

Contact Information

UNOVINO Pty Ltd is a registered company in South Australia with the Australian Company Number (ACN) 659 308 282. For any inquiries or communication, please feel free to contact us at the following email addresses:

For sales and product-related inquiries, please reach out to us atsales@unovino.com

If you have questions or require assistance regarding accounts and billing matters, you can contact our team atmanagement@unovino.com