Terms of Service | Greensquare

This version: December 2022

Thank you for using greensquare.

Introduction

These Terms of Service (“Terms”) are a legally binding agreement between you, the Admin (“Account Holder”), users invited by or added to your organisation (“Users”) and greensquare that govern your use of greensquare services, including websites, applications, and other offerings from greensquare (collectively, the “greensquare platform”). The terms “greensquare”, “we”, “us”, or “our” refers to Greensquare Innovations Pty Ltd ABN 30 646 152 749 of Suite 106/2-4 Clarke St, Crows Nest, NSW 2065, Australia with whom you are contracting.

The greensquare platform offers an online service that enables account holders and appointed users to publish product listings, offer, search for, sample, quote (both to request and to prepare), enter supply agreements, place orders from such agreements and facilitate payments.

Account Holders and Users who publish product listings and offerings, prepare quotes and offer services are “Sellers”. Account Holders and Users who request and respond to sample, quote and delivery requests and request services are “Buyers”. Buyers and Sellers interact on greensquare to facilitate the green coffee procurement and management process.

To access the greensquare platform and to use the services provided by greensquare, Account Holders and their appointed Users are required to register and maintain accurate information.

As the provider of the greensquare platform, greensquare does not own, control, or takes responsibility for the accuracy of any listings. Greensquare is not a party in the contracts entered between Buyers and Sellers. Greensquare is not a trader, broker, or seller; neither does greensquare act as an agent for any account holder, user, seller, or buyer, except to the degree outlined in our “Payment Terms of Service”.

Buyer Terms

Our Mission

Our mission is to create a coffee industry where roasters can source the perfect coffee for their customers with ease. We achieve this by facilitating access to the largest pool of green coffee and by providing a full suite of tools to manage samples, quotes, positions and orders efficiently and conveniently; and by providing automation, data insights and transparency to promote sustainability and trust.

Sourcing on greensquare

Buyers can search for coffee listings offered by sellers by defining search criteria, such as origin, process, availability and/or use filters to further narrow down search results.

Managing Samples

When you request samples, you agree to provide feedback through the convenient greensquare module. Feedback is an integral part of allowing sellers and greensquare to suggest coffees that meet your criteria.

Quotes, Contracts & Positions

When you accept a quote, you are agreeing to honour the resulting contract by placing timely orders and payments through the greensquare platform. Quotes, contracts, and positions are agreements directly between you and the seller. You are responsible to comply with all terms and conditions agreed in this contract. You are responsible for ensuring that you have read and understood these terms and conditions prior to entering a contract.

Cancellation, Variations and Refunds

Contracts entered on greensquare and resulting positions can generally not be cancelled, nor be subject to variation unless both the buyer and the seller agree to do so. As greensquare is not a party in contracts, we do not have the authority to cancel or modify contracts or positions, nor do we have the role to interfere with contractual agreements between buyers and sellers.

Refunds are generally not possible which is due to the perishable nature of the product. Settlement processes regarding delivery and quality disputes are subject to the respective terms and conditions of sellers participating in transactions.

Your Responsibility

As a Buyer/Account Holder, you are responsible and liable for your own acts and the acts of Users that you have granted permission to act on the behalf of your organisation.

You warrant to us that you act on behalf of an organisation (business) and have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorizations in this agreement.

If any User appointed by an Account Holder accepts terms and enters agreements, the respective user declares to be authorized by the Account Holder to do so. Account holders are responsible for granting/revoking these authorisations.

Your Assumptions of Risk

You acknowledge that greensquare neither guarantees the accuracy of the information provided by Buyers and Sellers nor the fulfilment of contracts entered on the greensquare platform. You acknowledge that corresponding, entering business agreements and purchasing products carry inherent risks, such as counterparty risk or some deviations between sampled products and delivered products. Determining what degree of variation is deemed acceptable is the responsibility of the parties in the respective agreement.

Seller Terms

Selling on greensquare

As a seller, greensquare offers you the right to use the greensquare platform to offer your products and enter and execute agreements with our community of roasters.

To help create a community that aligns with our values of efficiency, transparency, sustainability, and trust, we ask all Sellers to meet these requirements for each of their listings or agreements:

Be responsive by keeping your replying to enquiries or requests within 24 hours.
Accept requests in a timely fashion
Avoid cancelling requests or agreements
Aim towards a high overall rating to provide your customers and our Users with a consistently pleasant experience.

Contracting with Buyers

When you accept a sample, quote, or order request through the greensquare platform, you are entering into an agreement directly with the Buyer, and are responsible for its fulfilment of the agreement under the terms and at the price agreed in the quote/contract. You agree to pay applicable fees such as, but not limited to, greensquare’s service fee and applicable taxes for each agreement where applicable. Greensquare will deduct any amounts that you owe based on agreed fees from your payout unless you and we agree to a different method. Any terms, policies, or conditions specific to your organisation that you add to contracts entered on the greensquare platform must be consistent with these terms and with the information provided in respective listings.

Independence of Sellers

Your relationship with greensquare is that of an independent entity, except that greensquare acts as a payment collection agent as outlined in the Payment Terms. Greensquare does not take responsibility for your listings, and you agree that you take complete responsibility for the accuracy of your listings and quotes that you provide to buyers.

Managing Your Listings

The greensquare platform provides you with the tools to offer your products to Buyers with ease. Your listings must include complete and accurate information, including product information and fees. You are responsible to maintain the accuracy of listings, including but not limited to price guides, availability and content. We recommend that you frequently monitor and update information, where applicable.

Know Your Legal Obligations

It is your sole responsibility to be aware of and to understand and comply with any laws, rules, regulations, and contracts with others that apply to your listings. You are responsible for handling and using the personal data of Buyers and affiliated users with applicable privacy laws and these terms.

Search Ranking

The ranking of listings in the search results on the greensquare platform depends on a variety of factors, including the following parameters:

Buyers search parameters, such as origin, process, availability or price category.
Listing characteristics, such as the quality and completeness of information, type of listing, Seller status, age of the listing, and more.
Buyer experience, such as satisfaction scores and disputes, and more.
Buyer preferences, such as previous contracts, shortlisted listings, and the location of products within listings, relationship with the Seller, and more.
Seller preferences, such as minimum quantities or relationship with the Buyer, and more.

Search results may be different across devices. Greensquare may allow Sellers to promote their listings on the greensquare platform by paying an additional fee, which may affect search ranking.

Fees

Unless agreed otherwise in a service agreement between a Seller and greensquare, the default transaction fee on all sales on greensquare is 3% on product sales alongside a monthly membership fee of $500 ex. GST.

Your Responsibility

As a Seller/Account Holder, you are responsible and liable for your own acts and the acts of Users that you have granted permission to act on the behalf of your organisation.

If any User appointed by an Account Holder accepts terms and enters agreements, the respective user declares to be authorised by the Account Holder to do so. Account holders are responsible for granting/revoking these authorisations.

You are responsible for creating and managing listings, updating price guides and available quantities, as well as monitoring and updating your own terms and conditions as relevant to contracts entered on greensquare.

In order to protect our community of Buyers and businesses, the following rules apply to off-platform activities:

You may not collect any fees or charges outside the greensquare platform for transactions facilitated on the platform, such as quotes, contracts, or orders.

You may not move quotes or contracts off the greensquare platform, e.g. by offering discounts to enter agreements or contracts off of greensquare.
You may not cancel existing contracts and encourage Buyers to enter the same or a similar contract off of the greensquare platform.
You may not ask or encourage Buyers to enter agreements outside of greensquare for repeat or follow-on agreements.
You may not include outgoing links or buttons, footers or headers that take Buyers off of greensquare to another website in listings or messages.
You may not use Buyer information obtained through greensquare for marketing communications that take Buyers off of greensquare.
You may not encourage Buyers to use other websites or apps to access listings or manage their contracts/positions.

Your Assumption of Risk

You acknowledge that selling and contract management via greensquare carries inherent risk and agree to you assume the arising risk out of your access and use of the greensquare platform. You acknowledge that you have had the opportunity to familiarise yourself and, if you are an Account Holder, have ensured that all users that you have given permission to, with the greensquare platform.

Cancellation and Contract Variation

Cancellations

In general, contracts on greensquare cannot be cancelled unless both parties (Buyers and Sellers) agree to do so. You acknowledge that greensquare is not a legal party in contracts and has no authority or obligations to cancel contracts.

Greensquare does, however, refer to our policy of fair and transparent dealings that apply to all users. Disputes of product quality and quantity, payments and other potential disputes should be solved in good spirits.

Contract Modifications

In general, agreed contracts cannot be modified to protect the integrity of the greensquare platform and its users. You acknowledge that greensquare is not a legal party in contracts and has no authority or obligations to modify contracts.

If an alteration is required, we suggest a replacement contract under modified conditions that acts as a replacement for an existing contract. Upon entering a replacement contract, Buyers and Sellers can agree to cancel the now obsolete original contract unanimously.

Taxes

As a seller on greensquare, you are solely responsible for meeting your tax requirements which include but are not limited to reporting, collecting, and remitting payments. You are responsible for including applicable GST or other indirect taxes in your declared price on the greensquare platform.

In jurisdictions where greensquare facilitates the handling (collecting and remitting) of taxes for a Seller, you instruct and authorise greensquare to do so on your behalf, and, where applicable, remit such taxes to the relevant tax authority.

Greensquare's Role

Greensquare offers its users the opportunity to use our platform which enables account holders and users to publish, offer, search for, and book green coffee. When account holders and/or users prepare or accept a quote, the two parties (Buyer and Deller Organisation) enter into a contract with each other and greensquare is not a party in this contract.

Greensquare is not and does not become a party in any contractual relationship between account holders and/or users. Greensquare is not acting as an agent for any Account Holder/User except for where greensquare collects payments where it is appointed to act as a collection agent for the two parties, as outlined in our Payments Terms.

We are committed that all Account Holders/Users have an outstanding experience using greensquare, we are not in a position to control the actions of Buyers and Sellers. As a result, we do not guarantee:

the existence, accuracy, and legality of listings,
the fulfilment and legality of contracts or sample/quote/order requests,
the accuracy of reviews

While being committed to maintaining a high standard of information integrity, you acknowledge that greensquare does not possess a general obligation to monitor the accuracy of the information and therefore does not take responsibility thereof.

However, to maintain this information integrity, we do reserve the right to review, remove, or edit content or listings with the purpose to:

Ensure the operability, safety, risk mitigation, and improvement of the greensquare platform
Prevent fraudulently activities
Investigation and customer support purposes
Ensure compliance with our terms of service
Comply with applicable law and official orders
Address Account Holder/User Content that we determine as harmful or in conflict with our values.

In the event of removal or editing of content or listings, we will notify the authoring Account Holder/User with the reasoning for the decision to edit or remove content, unless notification would interfere with fraud detection or other illegal activities, harm the interests of other parties, or is in conflict with any other applicable laws.

You may appeal this decision by contacting our customer service. You agree to act in good faith and to assist greensquare in any reasonable manner to resolve any disputes or ensure the appropriate use of the greensquare platform.

General Terms

Reviews

After the completion of Seller services that may include samples, quotes, contracts, deliveries, and others, Buyers and Sellers may have the opportunity to review each other. These reviews are designed to enhance the experience of both Buyers and Sellers. Reviews must be in line with greensquare’s Content Policy below.

In any case, reviews should be

Unbiased, such that providing reviews can be encouraged, but not by the use of incentives or pressure and must only be made if they occur in association with a genuine business transaction.
Relevant, such that they should only be in direct regard to the associated transaction and not about the person, organisation, or past experiences that are not linked to the transaction subject to review.
Respectful. We do not tolerate profanities and inappropriate use of language.

When we receive a report of a review that violates this policy we may remove this review from our platform. Repeat violations may lead to suspension from the platform.

We encourage all Account Holders and Users to ensure that all reviews only contain objective and accurate information. Greensquare does not mediate disputes concerning the truth of reviews.

Content

The greensquare Platform enables you to communicate feedback (either captured through a rating scheme or via text), text (including listing information or other written, user-generated material, pictures, audiovisual material, information, and other content (collectively, “Content”). By providing content, you grant greensquare the right to use and publish this content in whatever form.

Should any content include any personal information, please refer to our Privacy Policy where we have outlined the handling of such information.

When you provide content, you warrant that it is either yours or that you are authorised to grant greensquare the rights outlined in these Terms. You are responsible and liable if any of the Content that you upload or share with the Greensquare Platform violates or infringes any intellectual property and/or privacy rights of a third party.

All user-provided Content must not be of discriminatory, obscene, harassing, deceptive, or violent nature, or be illegal in any way.

Fees

Greensquare may charge fees and applicable Taxes to Buyers and Sellers for the right to use the greensquare Platform.

Except as otherwise provided on the greensquare Platform, fees charged by greensquare are non-refundable. We reserve the right to change fees at any time. We will notify Account Holders of any fee changes before they become effective. Fee changes will not affect contracts entered before the effective date of the fee change.

Seller Fees are subject to volume tiers which will apply as communicated. Fees are due upon accepting an order request and deducted from payments collected from Buyers before net proceeds are remitted to Seller accounts.

Greensquare Platform Rules

All Account Holders and Users are required to follow the following rules:

Act with integrity and treat others respectfully. Do not lie or misrepresent yourself or a product or service that you offer. Be polite and respectful. Do not discriminate.
Do not scrape data from greensquare, reverse engineer, compromise or impair the greensquare platform. Do not use bots, crawlers, or similar, to access or collect data or interact on the greensquare platform.
Only use any personal information obtained on the greensquare platform to facilitate transactions on greensquare. Only use content if you have permission from its owner.
Do not use, copy, or display any greensquare content or branding without our permission.
Honour your legal obligations. Understand and follow all applicable laws. Understand and follow privacy laws. If you share with us someone’s personal data you must do so in compliance with applicable law and be authorised to do so and authorise us to use this information.
Do not register a domain name, company name, trademark, or design that could be confused with the greensquare platform and its branding.

Reporting Violations

If you believe that interaction with a User or Account Holder on the Greensquare Platform poses an imminent risk of harm, you should immediately contact respective authorities. If you believe that a User or Account Holder has violated these rules, please report this to us via email.

Term, Termination, Suspension and other Measures

Term

This agreement between you and greensquare becomes effective when you access or use the Greensquare Platform. Agreeing to these terms is mandatory for completing the creation of an account and signing in. The terms remain effective until either party terminates this agreement in line with these terms.

Termination

You can terminate this agreement at any time either by writing us an email to legals@greensquare.co or by deleting your account. Greensquare may terminate this agreement by giving you 30 days’ notice via email sent to the Account Holder or Admin specified in your account for any reason in line with this agreement. Serious breach of these terms, applicable laws, inactivity for more than two years, or the need to protect greensquare, its community, or third parties may result in immediate termination by us.

For minor violations as greensquare determines in its sole discretion, we will communicate any intended measure by greensquare and an opportunity to resolve the issue to the Account Holder, providing you the opportunity to appear such measure.

Legal Mandates

We will take the necessary steps to comply with applicable law, or on the order of a court, law enforcement, or other administrative or government bodies.

Effect of Termination

If you are a Buyer or a Seller and terminate your greensquare account, any ongoing contracts maintain valid. All fees from contracts that are not fulfilled yet are due immediately.

If your account has been terminated, you may not register for a new account or access or use the greensquare platform through an account of another member.

Survival

The sections below will survive the termination of this agreement.

Modification

When we change these Terms materially, we will post the updated Terms on the Greensquare Platform and update the “This Version” date at the top of these terms. We will notify you via email at least 30 days before these terms become effective. If you choose not to terminate this agreement before the updated terms become effective as per notification, your continued access or use of the greensquare platform will constitute acceptance of the updated terms.

Accounts

To access and use the Greensquare Platform, your organisation must register an account in which instance the organisation becomes the Account Holder managed by a representative of the organisation with the required authority to act on behalf of the represented organisation. When you register a new account, you warrant and declare that you are authorised to represent your organisation and permit us to perform necessary verification checks to ensure the integrity of the Greensquare Platform and to minimise risk to the community.

If you are an Account Holder and invite Users from your organisation, you warrant and are responsible to ensure that actions performed by these Users are authorised by you and in line with their authority within your organisation.

Only organisations registered as businesses in Australia, partnerships and natural persons of legal age are permitted to register and use the Greensquare Platform.

All Account Holders and Users are responsible for providing accurate and truthful data and maintaining the accuracy thereof.

Account Holders and Users are responsible for the confidentiality and security of their account credentials and may not disclose these to any third parties. As an Account Holder or User, you are liable for all activities on your account and must notify us immediately if you suspect that your account has been compromised.

Discontinuance

We may, at any time and without notice to you, discontinue our Platform, in whole or in part. We may also exclude any person from using our Platform, at any time and at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

Disclaimer of Warranties

We provide the Greensquare Platform, with all content and listings “as is” without warranty of any kind. We do not warrant the existence, conduce, quality, legality or suitability of any product, listing, content, or other information or services obtained from the Greensqaure Platform.

We also do not warrant the performance and non-interruption of the Greensquare Platform and we do not warrant that any performed background checks on Account Holders, Users, Listings or Content will identify past or future misconduct.

Any references to an Account Holder, organisation or User being “verified” indicates that a background check has been performed and nothing else.

We make no representations that our platform is error-free, free from viruses or secure. You read, use and act on our platform at your own risk.

Limitations of Liability

We are not liable for any personal or property damages, such as but not limited to lost profits, loss of data or goodwill for your use or the inability to use the Greensquare Platform, which is a fundamental component of these terms.

Greensquare’s total liability for any one claim or dispute arising relating to these Terms, your dealings with any Account Holders or Users, or your use of or inability to use the Greensquare Platform, exceed: Fees collected by greensquare in association with the disputed transaction, or one hundred Australian Dollars (AUD 100).

Indemnifications

You agree to release, defend (at greensquare’s option), indemnify, and hold greensquare, its affiliates and staff, harmless from and against any claims.

Contracting Entities

If your organisation is based in Australia, or you are using the Greensquare Platform for transactions where at least one party is based within Australia, you are contracting with Greensquare Ventures Pty Ltd ABN 83653784813 of Level 1, 41 Thomas Street, McMahons Point, NSW 2060, Sydney, Australia as a platform provider of the Greensquare Platform.

All agreements and contracts entered on the Greensquare Platform are between Buyers and Sellers and their represented organisations directly. Greensquare is not a party in these agreements and contracts and does not assume any responsibility and does do not warrant the fulfilment of such agreements and contracts.

Disputes

All disputes must be submitted via written notice to the other party by a person authorised to reach a resolution. This notice must include an outline of the dispute subject and a proposed resolution. Decision makers of both parties must meet within 7 days to resolve this Dispute, or to agree on any other necessary steps in good faith.

Severance

Should any provision of these Terms be deemed void, invalid, illegal or unenforceable, the respective provision shall be interpreted as closely as possible to allow it to be valid or enforceable. If any provision (in whole or in part) is void, invalid, illegal or unenforceable, that provision (or that part thereof) is severed from these Terms, leaving the remainder of that provision or any other provisions in these Terms intact.

Third-Party Sites

We do not control and are not responsible for any content on third party websites which may have links on our platform. If you choose to follow any such links, please make yourself familiar with any applicable terms and conditions of that third party.

Jurisdiction

Your use of the Greensquare Platform and these Terms are governed by the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales.

The Greensquare Platform may be accessed from overseas. We do not warrant compliance with any laws of any country outside of Australia. If you access the platform from any country not governed by Australian law, you do so at your own risk and are responsible for complying with your local laws.

Contact

If you would like to talk to us about our Terms of Service, please write us a email to legals@greensquare.co