Terms & Conditions - Asthafy

What is Asthafy?

Promontory Point Pty Ltd t/a Asthafy (ACN 663 219 029) (“Asthafy”, “we”, “our”, or “us”) is a white-label, ready-to-trade, plug-and-play shopping platform that equips organisations (`Channel Partners`) with everything they need to operate their own socially conscious marketplace for their community, within a few easy steps.

We do not sell or provide any of the Products that you may buy using the Platform, and we do not act as an agent for either you or the Seller.

Acceptance of Terms

Agreement

By creating an account with the Channel Partner, or using the Platform, you agree that you are bound by these Terms of Use.

As a condition of your use of our Platform, you warrant and agree that:

• You are at least 18 years of age, or have your parent’s permission to use the Platform;
• All information you supply to us and a Seller is true, accurate, current and complete, and if providing information about others, you are authorised to do so;
• You will use the Platform only for purchasing Products offered through the Platform, and for legitimate reasons only;
• You will not manipulate the price of any Product;
• You will not use (or attempt to use) data mining, robots, screen scraping, or similar data gathering tools;
• You will use the Platform only for your personal use, or for someone you are legally authorised to act for;
• You will inform such other person(s) about the Terms of Use if purchasing on their behalf;
• You will not use the Platform to distribute viruses or harmful technologies;
• You will not collect information about users, including emails, without consent;
• Any content you post will not infringe Intellectual Property Rights of any third party;
• If you have an account, you will safeguard your Login and are responsible for its use by anyone else;
• You must not link to our Platform in a way that damages our reputation or implies false association;
• You will comply with these Terms of Use.

Change to Terms

You agree that we may update these Terms of Use at any time, by giving you notice in any of the ways mentioned in clause 12.7. After such notice, your continued use of the Platform signifies your acceptance of the amended Terms of Use.

Platform Security; Suspension; Availability

Security

You alone are responsible for your use of the Platform and protection of your password. You are also responsible for all activities that occur in connection with your Login and account. You agree to notify us immediately of any unauthorised use of your account.

Suspension

We may, without prior notice to you, suspend (in part or whole) or terminate your account or access to the Platform if:

• There is a malfunction, fault or breakdown of any equipment we use, or any repairs, maintenance or services are required;
• We are required to do so by law;
• An event of Exceptional Circumstance occurs, which affects or may affect our ability to provide the Platform and related services;
• If we determine that you:
  • Are in breach of your obligations under clause 2.2;
  • Have engaged in prohibited conduct under clause 3.3;
  • Have failed to comply with your payment obligations in clause 5.1; or
  • Are otherwise in breach of these Terms and that breach has not been remedied within 5 days of our notice;
• If someone claims that the Platform infringes their Intellectual Property Rights;
• If someone makes a Claim that exposes us to Liability.

A suspension for any of these reasons will not affect any right which accrues prior to, or after, suspension of our obligations under these Terms of Use.

Fraud; Suspicious Activity

If you post on the platform or make a purchase that we consider suspicious, or we detect signs of fraud, abuse or suspicious activity, we may:

• Verify (including pre-authorising) your credit card;
• Cancel any purchase associated with your name, email address, or account, and close any associated accounts;
• Notify any affected or potentially affected Sellers.

If you have, or we suspect that you have, carried out fraudulent activity, we may take legal action and you may be liable for any Loss we incur, including litigation costs and damages.

If you wish to contest the cancellation of a purchase, or the suspension or deactivation of your account, please contact us.

Availability; Downtime and Limitations

It is possible that some or all of the Platform may be unavailable from time-to-time, including for maintenance or while we make improvements. If we anticipate that your access may be interrupted for longer than normal, we will take reasonable steps to notify you in advance.

You agree that:

• Your access to and use of the Platform may occasionally be limited due to maintenance;
• Access is reliant upon factors outside our control, including Exceptional Circumstances, your internet provider, telecommunications provider, or your equipment;
• Although we will use reasonable endeavours to ensure continuous access, we are not liable for any Loss or damage caused by such factors;
• You will have no Claim against us for loss of access or functionality of the Platform as referred to above.

Products, Pricing & Community

Products

• Unless otherwise stated, product information displayed on our Platform is provided to us by our Sellers or Third Party Suppliers. This includes (but is not limited to) Product descriptions, inclusions or exclusions, images and Product availability. We are not responsible for such information and rely on the accuracy of the information supplied by our Sellers and Third Party Suppliers.
• If we become aware that the information provided by a Seller or Third Party Supplier is incorrect or incomplete, we reserve the right to but are not responsible for correcting the information.
• Some Sellers or Third Party Suppliers may impose additional terms and conditions on your purchase. By proceeding, you signify your agreement to abide by those additional terms and conditions.

Pricing & Payment

• We do not charge you any fees for using our Platform, including viewing Products or posting requests.
• Unless otherwise specified, the Purchase Price for a Product is:
  • In Australian dollars;
  • Inclusive of applicable Australian GST and other taxes;
  • Does not include shipping or transport fees.
• You are responsible for paying the Purchase Price plus shipping/transport costs and any applicable taxes, using a valid payment method.
• If your payment method fails, we or the Seller may collect fees using other collection methods, including fees imposed by third-party providers.
• By purchasing a Product, you are not entering into any contract with Asthafy regarding that purchase.

Asthafy Community & Reviews

We encourage you to publish legitimate, constructive comments and reviews of Products. When you do so, other users can view, access, and associate such content with you.

You must not:

• Post unlawful, offensive, abusive, indecent, defamatory, vulgar, derogatory, inappropriate, or menacing content;
• Request to purchase any Product illegal to buy in or import into Australia;
• Cause annoyance, inconvenience, or needless anxiety to others;
• Post commercial advertisements or promotional material;
• Collect information about other users for purposes outside these Terms of Use.

Community Standards

We reserve the right to delete content, suspend access, or terminate accounts if you breach community obligations. We are not required to publish any content you submit and may remove it at our discretion without notice.

Support the Asthafy community and report violations by emailing [email protected].

Links to Third-Party Websites

The Platform may provide links to external websites or applications. We do not control or endorse them and are not liable for their content or any damage arising from access.

Your Indemnity

You agree to indemnify Asthafy and its related entities and agents from all claims, liabilities, and expenses arising from:

• Your breach of these Terms of Use;
• Your breach of obligations or warranties under clause 2.2;
• Your breach of any applicable law or third-party rights;
• Your use (including misuse) of the Platform.

Asthafy may assume exclusive defence and control of any matter subject to indemnification, and you must cooperate in asserting available defences.

Intellectual Property Rights

Asthafy Technology and the Platform are protected under Australian and international copyright and other IP laws. All content (images, trademarks, other materials except Products) is owned by Asthafy or its licensors. You must not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, create derivative works from, or edit such materials.

Permission to Use Your Posts

You retain ownership of content you post on the Platform. By posting, you grant Asthafy a perpetual, worldwide, royalty-free, transferable, sublicensable right to use, copy, modify, distribute, publish, and process your content for platform use and ancillary purposes, even if it would otherwise infringe your moral rights.

Privacy, Customer Service & Liability

Privacy

• We maintain a privacy policy that sets out how we handle your personal information. You should read our Privacy Policy at www.asthafyconnect.com.
• By accepting these Terms, you are deemed to have read and accepted our Privacy Policy.
• Our privacy policy is a non-contractual document prescribed by the Privacy Act 1988 (Cth) and does not impose any contractual obligations on Asthafy.

Overseas Disclosure

We may transfer or store your personal information outside Australia. By accepting these Terms, you consent to the disclosure, transfer, storage, or processing of your personal information overseas. Asthafy will take reasonable steps to ensure overseas recipients comply with the Privacy Act principles.

Protection of Your Personal Information

We take reasonable steps to ensure personal information is handled securely by third parties in accordance with our Privacy Policy. Each Seller using our Platform warrants that they have obtained necessary consents under the Privacy Act, Spam Act 2003 (Cth), and Do Not Call Register Act 2006 (Cth) for personal information they provide to Asthafy.

Customer Service & RRR Terms

If you need assistance or have a complaint about any Product or the Platform, please contact us at[email protected]. We will do our best to settle it promptly and fairly.

If your complaint relates to a Product, we may refer it to the Seller, who may handle the resolution. Sellers may require you to comply with their RRR Terms for any refund, replacement, or return.

Disclaimer & Limitation of Liability

• The Platform contains general information from multiple sources. We make no warranty that the information (including Product details) is complete, accurate, or current.
• The Platform is not a replacement for professional advice and does not consider your specific circumstances.
• Asthafy is not liable for actions or inactions of Sellers or other users in relation to you.
• Non-excludable consumer warranties under the Australian Consumer Law apply to Products, and Asthafy does not provide any consumer guarantees on behalf of Sellers.

Implied Terms

To the extent permitted by law, any term that would otherwise be implied is excluded. This does not exclude compulsory consumer guarantees under the Competition and Consumer Act 2010 (Cth). The Platform is provided on an “as is, where is” basis without warranties or representations.

Consequential Loss & Limitation of Liability

• Asthafy is not liable for any consequential, incidental, special, exemplary, or indirect damages, including loss of profits, revenue, or opportunity, even if advised of the possibility.
• Cumulative liability in connection with these Terms is capped at the Commission received by Asthafy from the Seller for the applicable Product purchase.
• This limitation applies to loss, damage, or personal injury caused directly or indirectly by access to or inability to access the Platform or reliance on its information.

These provisions represent a reasonable allocation of risk, and the parties would not have entered into the agreement without them.

General, Definitions & Interpretation

General

• No Assignment: You must not assign, transfer, or novate any part of your rights or obligations under this agreement without prior written consent from each other party.
• Performance: Asthafy may have its obligations performed or rights exercised on its behalf by affiliates, agents, contractors, distributors, and service providers.
• Jurisdiction: These Terms are governed by the laws of New South Wales, Australia. Parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.
• Severability: If any provision is found illegal, invalid, or unenforceable, it will not affect the validity of the remaining provisions.
• Waiver: Failure to enforce a provision does not waive future breaches. Waivers are only effective in writing.
• Whole Agreement: This agreement is the entire understanding between the parties relating to these Terms of Use.
• Notices:
  • You may give notice by email at [email protected].
  • Asthafy may provide notice via platform banner, email, text, phone, or mail. Keep your contact info up-to-date.

Definitions

• Asthafy Technology: All IP created, owned, or licensed by Asthafy, including software, algorithms, tools, interfaces, APIs, and related products.
• Claim: Any action, allegation, claim, demand, judgment, liability, or proceeding against a person, whether present, future, contingent, or involving a third party.
• Consequential Loss: Loss of revenue, profits, opportunity, business, use, amenity, anticipated savings, or special/punitive damages.
• Exceptional Circumstance: Circumstances beyond reasonable control, including natural disasters, acts of war, terrorism, strikes, material shortages, cyber attacks, or third-party provider failures.
• GST & GST Law: As defined under Australian tax legislation.
• Intellectual Property Rights: All registered and unregistered rights in copyright, designs, trademarks, patents, know-how, inventions, and other intellectual property.
• Liability: Any debt, obligation, or liability, whether actual, contingent, or prospective.
• Login: Your personal username and password or credentials for accessing the Platform.
• Loss: Any loss, including Consequential Loss, claims, liabilities, damages, or deficiency, whether direct, indirect, or otherwise.
• Platform: The Asthafy website, mobile app, and any related Asthafy services or tools.
• Product: Any product or service offered for sale, hire, or purchase through the Platform by a Seller.
• Purchase Price: The price you agree to pay to receive a Product from a Seller.
• RRR Terms: Asthafy’s or Seller’s return, replacement, or refund policy for Products.
• Scheduled Maintenance: Preventative or emergency maintenance on hardware, software, Platform, or communication networks.
• Seller: A business authorised to offer Products for sale via the Platform.
• Third Party Suppliers: Suppliers or their agents, excluding Asthafy or the Seller.

Interpretation

• References to this agreement include variations or replacements, regardless of the parties’ identity.
• Singular includes plural, one gender includes others, and persons/entities include all such types.
• Clauses, schedules, subclauses, and attachments are referenced inclusively.
• Parties include their executors, administrators, successors, substitutes, and permitted assigns.
• Statutes, regulations, or laws include consolidations, amendments, and re-enactments.
• Money is in Australian dollars, and times are in Brisbane time unless stated otherwise.
• Words like “include,” “such as,” or “for example” are not limiting.
• Headings are for convenience and do not affect interpretation.
• Provisions are not construed against a party for drafting them.
• If a party consists of multiple persons, each is separately and jointly bound.