1.1 Jack Fresh, acting as independent contractor under your instructions in relation to the performance of marketplace services, will market to and obtain orders from customers for the purchase of your products over the website and on instruction from you. Jack Fresh will arrange for third parties to fulfil those orders by facilitating payment for and manufacture of your products (“Services”). Jack Fresh will then arrange for the delivery of your products as per the customer’s instructions. Whilst Jack Fresh’s capacity is one of independent contractor in relation to the Services, it acts as your agent specifically in relation to the sales transaction between you and the customer who buys your product – see further clause 5.2 below.
1.2 Jack Fresh will provide the Services pursuant to this agreement until termination in accordance with its terms.
1.3 You agree that Jack Fresh is free to act in any capacity for any other person interested in promoting, marketing and obtaining orders from members of the public for the purchase of their arts over the website, including any art that is the same as, or similar to, your products.
2. License and standing instructions
2.1 You grant Jack Fresh a non-exclusive royalty free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Services.
2.2 You hereby instruct Jack Fresh to facilitate the sale of your product which includes payment, processing and arranging for manufacturing your product (s) in respect of the orders placed by the customers via the website and Jack Fresh will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.
3. Sale of your products
3.1 The retail price charged to customers who purchase your product is made up of the manufacturing fee charged by the third party manufacturer, Jack Fresh’s fee for hosting the marketplace and facilitating the transaction (the manufacturing fee and Jack Fresh’s fee are referred to collectively, and inclusive of tax, as the “base amount”), your creator margin (“your margin”), and any relevant sales tax (such as Sales Tax, GST, VAT, etc) that Jack Fresh and / or you (as the case may be) are liable to account for to the appropriate tax authorities. Shipping charges will also be added to the retail price. When making each individual work available for sale you are able to select any percentage mark-up you wish, greater than or equal to zero, above the base amount but below the automated upper limit (subject to change from time to time). The percentage mark-up selected by you on the website for each of your products is used to calculate the dollar value of your margin for each sale.
3.2 You may change the percentage mark-up of the base amount at any time by asking us change it on the website. We may change the base amount at any time without specific notice to you and this will affect the dollar value of your margin, which is calculated as a percentage of the base amount (e.g. if we increase our base amount, your margin will also increase). The retail price will not change on an individual sale after a customer has submitted an order to the website.
3.3 Jack Fresh will send you an email to the email address you registered in your account to notify you when an order has been placed for your products.
3.4 You agree that Jack Fresh makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement.
3.5 All items purchased from the website are manufactured pursuant to arrangements with third party suppliers under your instructions. This means that title and risk for loss for such items pass from you to the customer/purchaser without passing through us prior to the goods being delivered to the customer under the customer’s instructions.
4. Payment terms
4.1 You authorize Jack Fresh to collect, hold and distribute the retail price (“sale proceeds”) from customers on the terms set out in this clause 4. Jack Fresh will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you.
4.2 You authorize Jack Fresh to deduct the base amount (which includes Jack Fresh’s margin for facilitation services, including tax where applicable) from the sales proceeds for your products before distributing your margin (which will include tax where applicable).
4.3 We will pay your margin in accordance with the payment method you select on the website. This will usually take place between the 25th and 30th days of the month.
4.4 We may set payment amount threshold amounts in relation to a month or other time period - and where the payment amount does not exceed any applicable threshold for the relevant period, Jack Fresh may elect to postpone your payment until the threshold is exceeded.
4.5 It is your responsibility to ensure Jack Fresh has current details of your Paypal account details. Jack Fresh will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified Jack Fresh of any amendment to the payment method details in that time your margin proceeds will be forfeited to Jack Fresh or donated to a charity of our choice.
5. Taxation responsibility
5.1 Except as required otherwise by applicable Federal or State Taxation Laws or Regulations:
• (a) Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Services Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the merchandise. This may include Sales Tax, VAT, GST and other transactional taxes;
• (b) Jack Fresh will not collect or pay taxes on your behalf as Jack Fresh is merely acting as an agent in facilitating the sale of your product to the customers. As stated in clause 4.2 of this Agreement, the amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. If you are registered for VAT in the EU, Jack Fresh may, upon your request, provide you with a VAT invoice for any charges levied by us; and
• (c) all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.
5.2 If you have an Australian Business Number (ABN) or Value Added Tax (VAT) you may submit your ABN or VAT to the website where requested. If you do not have an ABN or VAT, or if you elect not to submit your ABN or VAT to the website, you will be required to provide more information about the circumstances under which you are offering your products for sale on the website, including whether any of the Australian Taxation Office (ATO) or appropriate tax authority exemptions apply to you.
6.1 You hereby indemnify and will keep Jack Fresh indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non-performance of your obligations under this Services Agreement or arising out of your willful act, neglect or default in the performance of such obligations.
6.2 This clause 6 will survive the termination of this Services Agreement.
7. Limitation of liability
7.1 In no case will Jack Fresh be liable for any consequential loss or damage suffered by you arising from this Services Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.
8. Terminating this agreement
8.1 You can give notice of termination of this Services Agreement by e-mail to JackFreshTeam@mail.com.
8.2 Jack Fresh may give notice of termination of this Services Agreement to you in writing at any time.
8.3 After notice of termination in the manner described in either clause 8.1 or 8.2, you authorize us to complete any transactions in progress in relation to your products, which we will do on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed.
8.4 Upon termination of this Services Agreement by either party, Jack Fresh will pay you any accrued member margin proceeds from your account, less a UK£10 administration fee.
Intellectual Property Rights and license
By submitting listings to Jack Fresh, you grant Jack Fresh a non-exclusive, worldwide, royalty-free, sublicense able and transferable license to use, reproduce, distribute, prepare derivative works of and display the content of such listings in connection with Jack Fresh's (and its successors' and affiliates') services and business in facilitating the sale of your product, including without limitation for promoting and redistributing part or all of the Jack Fresh site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Jack Fresh site a non-exclusive license to access your content through the site, and to use, reproduce, distribute, and display such content as permitted through the functionality of the site and under this User Agreement. The above licenses terminate within a commercially reasonable time after you remove or delete your listings from the Jack Fresh site. The above licenses granted by you in user comments you submit, are perpetual and irrevocable.
All intellectual property rights in this website and the Jack Fresh service (including the software and systems underlying the Jack Fresh service, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to us. Other than for the purposes of, and subject to the conditions prescribed under relevant Copyright and Trade Mark legislation throughout the world, and except as expressly authorized by this agreement, you may not in any form or by any means:
• use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or
• commercialize any information, products or services obtained from any part of this website,
without our written permission.
If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks in or as the whole or part of your own trade marks; in connection with activities, products or services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including this website).
You can receive commission on your own orders.
We reserve the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated Commissions for orders or referrals that were obtained fraudulently or through misrepresentation.