1. What is WoolQ?
(a) WOOLQ is a project owned and managed by the WOOLQ Company. WOOLQ is an online platform that aims to allow woolgrowers and industry participants to easily harness digital efficiencies across the wool-growing and selling cycle. Its goal is to facilitate digital communication and exchange to leverage new opportunities.
(b) WOOLQ Market is an e-commerce platform for the sale and purchase of wool via online auction or for immediate sale via the Bulletin Board.
2. User Agreement
(a) The WOOLQ Company agrees to specify on the WOOLQ website the Fees applicable to the services provided in connection with the WOOLQ Market. The WOOLQ Company can change the Fees at any time by publication on the WOOLQ website.
(b) Fees are charged to and payable by the Seller, on a per bale basis. Currently, the fee is $5.00 AUD per bale sold. This covers both WoolQ Market Auction and WoolQ Bulletin Board Products.
(c) Each User agrees to pay to the WOOLQ Company the relevant Fee specified by the WOOLQ Company in respect of a Match and based on the Match Price, and such payment must be made within 30 days of receiving an invoice from the WOOLQ Company using the payment method specified on the invoice.
(d) Where a User does not pay the Fees in accordance with this clause, the WOOLQ Company is entitled to charge interest on the unpaid balance of the fees at the daily 11.00am cash rate quoted on Reuters page RBA30. Interest will accrue daily from the date on which the Fee is payable until the date of actual payment.
(e) To the extent that any supply made under or in connection with this User Agreement is a taxable supply, the User must pay, in addition to the consideration to be provided under this User Agreement for that supply (unless it expressly includes GST), an amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of that supply, and the supplier agrees to issue a tax invoice for such supply.
(f) The User must make all payments to the WOOLQ Company free and clear and without deduction of all present and future withholdings (including taxes, duties, levies, imposts, deductions and charges of Australia or any other jurisdiction).
4. Users Responsible for Listings and Sale Process
(a) Each User, and not the WOOLQ Company, is responsible for, and must ensure, that its Listing, marketing, content, Data, bidding and selling and any other activities conducted in connection with the WOOLQ Market are lawful. Each User acknowledges and agrees that the WOOLQ Company does not check the Listing or review or monitor the activities of any User.
(b) Each User agrees and acknowledges that they are responsible for understanding the WOOLQ Market Operating Procedures, and that User’s participation in Auctions and on the platform is informed. WOOLQ may update the operating procedures from time to time, giving reasonable notice to Users.
(c) Each Seller represents and warrants that:
(i) each Lot it lists for sale on the WOOLQ Market comprises of one or more whole bales of greasy wool that have been tested and certified by Australian Wool Testing Authority Limited, or such other testing authority nominated by the WoolQ Company;
(ii) each Lot it lists on the WOOLQ Market is free of encumbrances and security interests and other third party interests, including mortgages, liens and charges, and that the Seller is entitled and competent to sell and transfer the full right title and interest in the Lot to the Buyer free of all encumbrances, security interests and third party rights;
(iii) all Data it uploads, posts or otherwise makes available in relation to a Lot is true, accurate and consistent with the actual Lot to be delivered upon completion of a transaction; and
(iv) there is only one Listing per Lot on the WOOLQ Market at any given time, and the Seller does not make any Lot listed on the WOOLQ Market also available for sale at the same time via open cry auction or any other means of sale. For clarity, a Lot may be listed for Auction on the WOOLQ Market when it is also slated for an upcoming open cry auction provided that the WOOLQ Market Auction Period expires before the open cry auction commences. If a Lot is also listed for sale outside the WOOLQ Market, it is the Seller’s responsibility to withdraw the Lot from that open cry auction or other means of sale for the duration of the Auction on the WOOLQ Market, and if the Lot is sold on the WOOLQ Market, to take down all external listings.
(d) Each User must ensure that it complies with all applicable laws in Australia and other countries as applicable. Each User must also ensure that it strictly complies with this User Agreement, any applicable Contract of Sale and any other policy as notified by the WOOLQ Company from time to time.
(e) The WOOLQ Company is not an auctioneer, Broker, Buyer or Seller and does not assume any legal interest in, nor any liability for, the Lots listed on the WOOLQ Market or for the sale process.
(f) The WOOLQ Company has no control over and does not make any representation in relation to or accept any liability for:
(i) the existence, quality, condition, safety or legality of any Lot advertised;
(ii) the truth, completeness, or accuracy of any content, Data, specifications or Listing;
(iii) the capacity of a Seller to sell any Lot or the capacity of a Buyer to pay for any Lot; or
(iv) that a Seller or Buyer will complete a transaction of whatever nature;
(g) Each User accepts that there are risks when trading online and using the WOOLQ Market, including dealing with fraudulent persons. The WOOLQ Company excludes all liability, and subject to clause 4
(g), no User may claim against the WOOLQ Company in relation to the WoolQ Market including for the information, content or Data on or referenced through the WOOLQ Market or the acts, errors, omissions, fault or negligence of any third party.
(h) If the consumer guarantees of the Australian Consumer Law apply to the supply of services by the WoolQ Company under this User Agreement, and the liability of the WoolQ Company for consumer guarantees may not be so excluded, any liability incurred by the WoolQ Company in relation to the supply of services on the WOOLQ Market is limited to the resupply of those services or the reasonable cost of having the those services resupplied.
5. Broker Conduct
(a) No person other than a Broker may act as an agent or broker on the WOOLQ Market. A person must be approved by the WOOLQ Company prior to trading on the WOOLQ Market as a Broker. Each person applying for approval to act as a Broker acknowledges and agrees:
(i) the WOOLQ Company may approve or reject any person seeking to act as a Broker at its sole discretion and without providing reasons;
(ii) the approval process is not automatic and may be subject to delays; and
(iii) to provide the WOOLQ Company with all information it reasonably requests for the purpose of assessing the application to act as a Broker, or if this is not provided, the applicant acknowledges that the application may be rejected.
(b) Each Broker:
(i) must comply with all applicable laws and regulations that relate to the Broker’s Access and activities associated with being a Broker in relation to the sale and purchase of wool, including registration requirements applicable to a Broker in all States and Territories in which they operate;
(ii) accepts that the WOOLQ Company may accept or reject an agency registration in its absolute discretion or impose such conditions as it sees fit from time to time;
(iii) accepts ongoing reviews of their accreditation as a Broker by the WOOLQ Company from time to time;
(iv) may own or ‘take principal risk’ in a Lot that the Broker is selling, but must not bid in respect of that Lot including on behalf of another person;
(v) must not use instructions from a Seller or Buyer to the disadvantage of that Seller or Buyer, or use the WOOLQ Market in any way that the WOOLQ Company reasonably considers to be manipulation of Lot pricing, market rigging, front-running, insider trading, disruption of the wool market, or misleading or deceptive conduct concerning wool trade; and
(vi) must comply with this User Agreement, any applicable Contract of Sale, and any other requirements imposed by the WOOLQ Company.
(vii) must take out and maintain with a reputable insurance company all such insurances as an experienced professional Broker would maintain including professional indemnity insurance for at least $5,000,000. A Broker must maintain all such insurance policies referred to in this clause in a form and for a policy period acceptable to the WOOLQ Company and, if required by the WOOLQ Company, give the WOOLQ Company copies of these insurance policies and evidence of currency of the policies.
6. Auction Terms
1.1 AUCTION FORMAT
(a) Auctions on the WOOLQ Market may be conducted either in a progressive format, whereby the Lots will be listed in blocks, or simultaneously, whereby all Lots are available at the same time.
(b) The WOOLQ Company will determine the Auction process and format including the time, date and duration of each Auction, the order of sale of the Lots and which Lots make up a bundle, and reserves the right to change these at any time without notice and in its sole discretion.
1.2 RESERVE PRICE
Each seller agrees to nominate a Reserve Price for each Lot listed for Auction. Where no bid is made at or above the Reserve Price in respect of a Lot during the Auction Period, the Auction listing for that Lot will be automatically deleted. It will be the responsibility of the User to re-list the Lot as applicable.
(a) A Buyer may only bid in an Auction in good faith and with intention to follow through with purchasing a Lot.
(b) A Bidder is deemed to be bidding as a principal, even where the Bidder is a Broker. Where a Buyer or Bidder is a Broker, the Broker is deemed a Buyer and will be a party to the Contract of Sale as a Buyer.
(c) Sellers, including Brokers and all Users acting as brokers or agents, may not make any Bids on their own Lots.
1.4 WITHDRAWL OF BIDS AND LOTS
(a) A Bidder may not withdraw a bid once confirmed.
(b) Without limiting paragraph (a), a Bidder who withdraws a bid is liable to the Seller for any difference in price between the withdrawn bid and any successful underbid as well as any applicable relisting costs.
(c) The WOOLQ Company may withdraw a Lot from the WOOLQ Market at its absolute discretion at any time and without notice or providing reasons.
1.5 CONTRACT OF SALE
(a) Each User agrees that when a Match occurs, a binding contract is formed between the Seller and Buyer in which the Buyer agrees to purchase the Lot from the Seller, and the Seller agrees to sell the Lot to the Buyer, at the Match Price.
(b) Promptly following a Match between a Buyer and Seller, each Buyer and Seller must formalise their contract with a written Contract of Sale.
(c) The Buyer accepts and acknowledges that the sale will be made according to the Standard sale terms of the Seller’s business group, which can accessed at the seller’s website or directly from the seller. It is the Buyer’s responsibility to be aware of these sale terms before trading on the WoolQ Market platform.
(d) The WOOLQ Company is not a party to the Contract of Sale and is not involved in the process of performance or enforcement, which are the responsibility of the Users.
7. Bulletin Board Terms
If a Lot listed for sale on the Bulletin Board is subsequently listed for sale via Auction, the Bulletin Board listing must be removed by the Seller if the system has not automatically removed the listing. If such Lot is not sold at Auction, it is the Seller’s responsibility to relist the Lot for sale if applicable via subsequent Auction or on the Bulletin Board.
8. Liability and Indemnity
(a) the WOOLQ Company is not liable to any Seller, Buyer, Broker or any other person in connection with the WoolQ Market including for payment in respect of any sale or trading activity in connection with the WOOLQ Market; and
(b) the Buyer indemnifies the WOOLQ Company, its Related Bodies Corporate, employees, representatives and third party service providers against all claims, loss, liability and damages (including legal fees on an indemnity basis) in connection with payment for each Lot for which the Buyer has been Matched, and each Seller releases the WOOLQ Company, its Related Bodies Corporate, employees, representatives and third party service providers from all such claims and liabilities; and
(c) each Broker indemnifies the WOOLQ Company, its Related Bodies Corporate, employees, representatives and third party service providers against all claims, loss, liability and damages (including legal fees on an indemnity basis) in connection with any act, error, omission, default or negligence of the Broker.
9. Suspension or Termination of Registration
(a) If the WOOLQ Company considers that a breach of this User Agreement has occurred, the WOOLQ Company may take such action as it deems appropriate in its sole discretion including one or more of the following:
(i) immediate, temporary or permanent suspension or termination of a User registration and accompanying right to use the WOOLQ Market and any related websites, apps and platforms made available by the WOOLQ Company and its Related Bodies Corporate;
(ii) immediate, temporary or permanent removal of any Listing or contribution uploaded by a User to the WOOLQ Market;
(iii) issue of a warning;
(iv) legal proceedings against a User including for reimbursement of all costs on an indemnity basis (including reasonable administrative and legal costs) resulting from the breach; and
(v) disclosure of such information to law enforcement authorities as the WoolQ Company reasonably feel is necessary or as required by law.
(b) Any termination, restriction or suspension of a User’s registration or right to use the WOOLQ Market does not exempt the User from obligations under this User Agreement and the User must comply with applicable obligations, including payment of outstanding fees or obligation to enter into a transaction resulting from a Match on the WOOLQ Market.
(a) The WOOLQ Company takes no responsibility for dispute resolution between Users and the WOOLQ Company is under no obligation to be involved in disputes between Users.
(b) The WOOLQ Company may be contacted using the form or contacts details provided at woolq.com.au/contact-us/.
12. Changes to this User Agreement
The WOOLQ Company may vary this User Agreement from time to time by publishing a new version on the WOOLQ website with immediate effect or from a date specified by the WOOLQ Company. Each User accepts that by doing this, the WOOLQ Company has provided sufficient notice of such variation. Access and use of the WOOLQ Market at any time is governed by the current User Agreement. Whenever Accessing the WOOLQ Market, Users should ensure they are familiar with the current version of this User Agreement.
13. Governing Law and Jurisdication
This User Agreement, and any matter arising out of or in connection with any subject matter governed by these terms, shall be governed by the laws of New South Wales, Australia. Each User and the WOOLQ Company irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
The following expressions have the following meanings unless the context requires otherwise:
"Access" means to view, add, modify, delete, download or otherwise use any Data;
"Auction" means the process in which a Lot listed for sale is matched to the highest bidder, in accordance with this User Agreement;
“Auction Period” means the duration of an Auction, as determined by the WOOLQ Company in its sole discretion;
“Bidder” means a Buyer who participates in an Auction by placing bids for a Lot;
"Broker" means a broker registered as a broker member of Australian Wool Exchange Limited and approved by the WOOLQ Company to act for a Seller or for a Buyer as appropriate, who undertakes all functions normally associated with being a broker in relation to the sale and purchase of Wool. A Broker may be a broker company or an individual broker;
“Bulletin Board” means the WOOLQ function where Users can list Lots available for immediate sale at a ‘buy it now’ price;
“Buyer” means a User registered on the WOOLQ Market, who seeks to buy and bid on Lots. For the avoidance of doubt this includes both direct buyers and Brokers acting for buyers;
“Contract of Sale” means an agreement entered into between a Buyer and a Seller in respect of a Lot following a Match;
"Data" means any content, information, data, graphics, text, software and materials whether provided by a User or the WOOLQ Company and made available from time to time through the WOOLQ Market including Listings, bid bases, Reserve Prices, bids, performance data and market reports;
"Fee" means the applicable fee for the services provided by the WOOLQ Company in connection with the WOOLQ Market as specified by the WOOLQ Company from time to time;
"Listing" means any Lot listed for sale on the WOOLQ Market by or on behalf of a Seller;
"Lot" means any Wool listed for sale on the WOOLQ System by or on behalf of a Seller;
"Loss" means any loss of whatever nature including loss of contracts, loss of business, loss of revenue, loss of profits, loss of anticipated savings, loss of data, loss of goodwill or reputation, or any other special, indirect or consequential loss or damage whether arising under contract, statute, tort, in equity or at common law;
(a) where the highest bid above the Reserve Price during the Auction Period is automatically accepted by the Seller, completing the Auction; or
(b) where a Buyer confirms acceptance of a ‘Buy it Now’ price on the Bulletin Board;
“Match Price” means the amount of the final bid accepted by a Seller or the ‘Buy it Now’ price corresponding to a Match;
"Negotiated Sale" means a sale negotiated between a Seller and a Buyer after a successful final bid provided through the WOOLQ Market;
“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth).
“Reserve Price” means the lowest price at which the Seller is willing to sell a Lot;
"Seller" means the seller of a Lot on the WOOLQ System and includes a Broker acting for a seller;
"User" means a person (including any entity) who Accesses or otherwise uses the WOOLQ Market including Sellers, Brokers, Assessors, bidders and Buyers;
"WOOLQ Company" means WoolQ Pty Ltd (ABN 99 630 468 192);
"WOOLQ Market" means the e-commerce platform owned and managed by the WOOLQ Company for the sale of Wool.