Terms & Conditions for Vendors

1. Introduction

   These terms and conditions (“Agreement”) govern the relationship between Driven By Dirt Limited (“Company”) and vendors who sell T-shirts, hoodies, long sleeve T-shirts, crew sweatshirts, tank tops, and singlets (“Merchandise”) on the Company’s online marketplace (“Marketplace”). By using the Marketplace, vendors agree to the terms and conditions set forth in this Agreement.

2. Merchandise Sales

   a. Vendors may sell Merchandise on the Marketplace subject to the terms of this Agreement.
   b. The Company may change the retail price of Merchandise without notification to vendors. The Company may change the price to reflect changes in supplier costs, changes in demand, and to remain competitive in the marketplace.

   c. The commission payments to vendors can change without notice and are dependent on supplier pricing. The Company reserves the right to adjust commission rates to reflect changes in supplier costs, changes in demand, and to remain competitive in the marketplace.

   d. Vendors agree that the Company has full rights to use their logo and/or branding in any way, shape, or form. The Company may use vendor logos and branding for marketing and promotional purposes to promote the Marketplace and Merchandise.

   e. Vendors agree to waive commission payments for selected promotions, such as a 1-day only blackout sale. The Company may waive commission payments on a case-by-case basis to encourage sales, boost visibility, or support promotions.

3. Commission Payments

   a. Merchandise commission payments range between 7% and 10% of the retail price depending on the item. The commission rate may be subject to change by the Company to reflect changes in supplier costs and to remain competitive in the market .

   b. Payments are made automatically upon checkout completion or paid manually at the end of the current month. Payments are made to vendors who have registered a free Driven By Dirt account and a free Stripe account.

   c. Vendors are responsible for keeping their bank account details up to date. If vendors change their bank account, they must update their payment details on the Marketplace to ensure they receive their commissions. d. Vendors can view and review upcoming payments at http://drivenbydirt.com/merchant-dashboard. The dashboard provides vendors with a summary of upcoming payments and enables them to track their sales and commissions.

4. Shipment, Ordering, Payments, and Fulfillment

   a. The Company manages all shipments, ordering, payments, and fulfillment. The Company is responsible for processing orders, collecting payments, and shipping the Merchandise to customers.

   b. The Company is not responsible for any lost or stolen packages once they have been shipped. Vendors are responsible for selecting a secure and reliable shipping method to ensure that the Merchandise is delivered to customers.

5. Exclusivity and Tax Responsibilities
   a. The Company prefers that Merchandise is exclusive to Driven By Dirt, but this is not a requirement. Vendors may sell their Merchandise on other platforms or marketplaces.
   

   
   b. Vendors are responsible for their own taxes generated by the Marketplace and should consult a tax agent for further clarification. Vendors are responsible for understanding and complying with all applicable tax laws and regulations.

6. Ownership and Design Faults
   a. Driven by dirt owns all Merchandise items until paid for in full. The Company retains ownership of the Merchandise until it has been paid for in full by the customer.
   
   b. The Company is not responsible for any design faults. Vendors should consult their designer if necessary. Vendors are responsible for ensuring that their Merchandise meets quality and safety standards.

7. Prohibited Conduct
   a. Vendors must comply with all applicable laws and regulations. Vendors must not engage in any activities that violate the law or the rights of others.
   
   b. Vendors are prohibited from selling counterfeit Merchandise or engaging in fraudulent activities. Vendors must not sell Merchandise that infringes on the intellectual property rights of others.
   
   c. Vendors are prohibited from using the Marketplace to promote or sell any illegal items or activities. Vendors must not sell Merchandise that is illegal or promotes illegal activities.

8. Termination
   a. The Company may terminate this Agreement at any time without notice to vendors for any reason. The Company may terminate the Agreement if a vendor breaches any of the terms of this Agreement.
   
   b. Vendors may terminate this Agreement at any time by removing their Merchandise from the Marketplace. The vendor must supply written confirmation via email.

9. Governing Law and Jurisdiction
   a. This Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.
   
   b. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

10. Entire Agreement
    a. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, whether written or oral, concerning the subject matter of this Agreement.
    
    b. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

By using the Marketplace, vendors acknowledge that they have read, understood, and agree to the terms and conditions set forth in this Agreement.