WEPLENTY MARKETPLACE – TERMS & CONDITIONS OF USE AND SALE

Last updated: 02/01/2026

1. Definitions

In this Schedule:

1. 1. WePlenty means WePlenty Marketplace and its related entities.
      
      
   2. Platform means the WePlenty online marketplace, portal and associated systems, including WePlenty-linked email workflows.
      
      
   3. Buyer means any entity purchasing or seeking to purchase goods or services via the Platform.
      
      
   4. Seller means any entity offering to sell or supply goods or services via the Platform.
      
      
   5. User means any Buyer, Seller, or other user of the Platform.
      
      
   6. Sales Order means an order, RFQ or transaction record generated via the Platform.

2. Precedence & Application

2.1 These Terms apply to all use of the Platform and all transactions facilitated through WePlenty, unless expressly varied in writing by WePlenty.

2.2 To the extent of any inconsistency between these Terms and any standard terms of a Buyer or Seller, these Terms prevail, unless WePlenty has agreed otherwise in writing.

2.3 Any derogation or variation must be expressly agreed in writing by WePlenty to be valid.

3. Role of WePlenty

3.1 The parties acknowledge that, unless expressly stated otherwise in a particular contract:

1. 1. WePlenty acts as a marketplace operator, facilitator and/or limited collection agent only.
      
      
   2. The contract of sale is directly between the Buyer and the Seller.

           WePlenty is not a principal to that contract and does not assume the Buyer’s or Seller’s obligations.

3.2 WePlenty does not warrant or guarantee:

1. 1. the quality, safety, legality, fitness for purpose or performance of goods or services;
      
      
   2. the accuracy or completeness of information provided by Buyers or Sellers; or
      
      
   3. the financial capacity or performance of any Buyer or Seller.

3.3 WePlenty is not liable for, nor deemed responsible for, any failure by a Buyer or Seller to perform their contractual obligations.

4. Communication & Transparency Requirements

4.1 The Buyer and Seller must conduct all material communications concerning:

1. 1. requests for quotation (RFQs);
      
      
   2. scopes of works;
      
      
   3. pricing and negotiation;
      
      
   4. purchase orders, variations and change requests;
      
      
   5. performance issues and defects; and
      
      
   6. disputes or claims,

through the Platform and/or the email chain that is linked back to the relevant WePlenty Sales Order or RFQ token.

4.2 The parties must not intentionally divert these communications off-platform or into separate channels in a way that prevents WePlenty from maintaining transparency and support for the transaction.

4.3 The Buyer and Seller acknowledge and consent to WePlenty:

1. 1. storing Transaction Communications; and
      
      
   2. reviewing such communications where reasonably required for support, compliance, auditing, dispute assistance and service improvement,
      subject to applicable privacy and confidentiality obligations.

4.4 WePlenty may refuse to provide support or dispute assistance where relevant communications or agreements have been materially conducted outside the Platform and the linked email chain.

5. Orders, Invoices & Payment Terms

5.1 Unless otherwise specified on a Sales Order or invoice, all invoices issued via the Platform are payable within 21 working days of the invoice date.

5.2 Where WePlenty collects payment on behalf of a Seller:

1. 1. WePlenty acts as a limited collection agent for the Seller; and
      
      
   2. payment received by WePlenty is deemed payment to the Seller.

5.3 Prices quoted or displayed via the Platform are exclusive of GST and other applicable taxes, charges and duties, unless expressly stated otherwise.

5.4 The Buyer is responsible for all applicable taxes, including any withholding tax or similar impost arising in its jurisdiction.

6. Withholding Tax & Local Costs

6.1 If the Buyer’s jurisdiction imposes a withholding at source or other local tax on invoices:

1. 1. the Buyer must bear that tax or cost; and
      
      
   2. the full invoiced amount remains payable to the Seller (or to WePlenty as collection agent), exclusive of such local taxes.
      
      

6.2 WePlenty and Sellers will not be responsible for any costs, levies or charges arising from the Buyer’s local legislation.

7. Late Payment, Suspension & Recovery

7.1 If the Buyer fails to pay an invoice by the due date:

1. 1. interest may be charged on the overdue amount at up to 10% per annum, calculated daily from the due date until payment is made; and
      
      
   2. WePlenty and/or the Seller may suspend further supply or service delivery and access to the Platform in relation to that transaction until payment is made.

7.2 If any amount remains unpaid more than 60 days after its due date, WePlenty and/or the Seller may:

1. 1. engage a debt collection agency or legal representative; and
      
      
   2. recover from the Buyer all reasonable costs of recovery, including legal costs on a solicitor–client basis and any collection agency fees.

8. Delivery, Performance & Claims

8.1 Sellers are responsible for delivering goods and performing services to the Buyer in accordance with the agreed scope and timeframe.

8.2 WePlenty’s obligations are limited to reasonable efforts to maintain the Platform and related facilitation services. WePlenty provides no guarantee of continuous availability and is not responsible for delays caused by third parties or external systems.

8.3 Any claim relating to quantity, quality, condition, damage or non-conformity of goods or services must be notified:

1. 1. to the Seller and WePlenty;
      
      
   2. via the Platform or linked email chain; and
      
      
   3. within 8 days of delivery or completion of the services, unless a longer period is required by law or agreed in writing.

8.4 Returns, replacements, refunds and credits are subject to:

1. 1. the Seller’s return and warranty policies;
      
      
   2. any specific terms agreed between Buyer and Seller through the Platform; and
      
      
   3. all applicable laws, including non-excludable rights under the Australian Consumer Law.

9. Limitation of Liability

9.1 Nothing in these Terms excludes, limits or modifies any non-excludable consumer guarantees or other rights under the Australian Consumer Law or other applicable laws.

9.2 Subject to clause 9.1, and to the maximum extent permitted by law:

1. 1. WePlenty is not liable for:
      
      
   2. 1. any loss of profit, revenue, contracts, opportunities, reputation or goodwill;
         
         
      2. loss or corruption of data; or
         
         
      3. any indirect, consequential, special or punitive loss or damage; and
         
         
   3. WePlenty’s total aggregate liability to any User for all claims arising out of or in connection with:
      
      
   4. 1. use of the Platform; or
         
         
      2. any transaction facilitated via the Platform,
         
         

is limited to the lesser of:

1. 1. (a) the total fees paid by that User to WePlenty in the 12 months immediately preceding the event giving rise to the claim; or
      
      
   2. (b) AUD $10,000.
      
      

9.3 WePlenty is not liable for any act, omission, misrepresentation or default of any Buyer or Seller, or for any goods or services supplied by a Seller.

10. Indemnity

10.1 Each User indemnifies WePlenty and its officers, employees and agents against all claims, losses, damages, liabilities, costs and expenses arising out of or in connection with:

1. 1. that User’s breach of these Terms;
      
      
   2. any inaccurate, incomplete or unlawful information provided by that User;
      
      
   3. goods or services supplied or purchased by that User via the Platform; and
      
      
   4. that User’s misuse of the Platform or infringement of third-party rights,

except to the extent caused by WePlenty’s own negligence or wilful misconduct.

11. Privacy & Data Protection

11.1 WePlenty will handle personal and transactional information in accordance with its Privacy Policy as amended from time to time.

11.2 By using the Platform, Users consent to:

1. 1. WePlenty collecting, using and storing their data for the purposes of operating and improving the Platform; and
      
      
   2. WePlenty retaining Transaction Communications for transparency, support and compliance purposes, subject to applicable privacy law.

12. Suspension & Termination of Access

12.1 WePlenty may suspend or terminate a User’s access to the Platform, in whole or in part, with immediate effect where:

1. 1. the User is in material breach of these Terms;
      
      
   2. WePlenty reasonably suspects fraud, misuse or unlawful conduct; or
      
      
   3. required by law or governmental authority.

12.2 Suspension or termination does not affect any accrued rights or obligations in respect of transactions already entered into via the Platform.

13. Amendments

13.1 WePlenty may amend these Terms from time to time by posting an updated version on the Platform or otherwise notifying Users.

13.2 Continued use of the Platform after such notification constitutes acceptance of the amended Terms.

14. Governing Law & Jurisdiction

14.1 This Schedule and all non-excludable aspects of Platform use are governed by the laws of Queensland and, where applicable, the laws of Australia.

14.2 The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.

PLANZZ Australia Pty Ltd

ABN: 99 655 742 644

Registered Office: 2/133 Grey Street, South Brisbane, QLD, 4101

Email: info@planzz.com.au

• Phone: 1300 752 699