Terms Conditions


TERMS AND CONDITIONS



Sanaa connects creators to their customers using their online E-commerce platform. Providing design support, uploading their custom designs to products and facilitating the item production and delivery.
These terms and conditions (Terms) are entered into between Penda Designs Pty Ltd ABN 45 632 811 226 (we, us or our) and you, together the Parties and each a Party. These Terms include our privacy policy.


We provide a platform (Platform) where:we may engage content creators (Creators) to create content for us (Sanaa Platform); andsuppliers (suppliers) and customers (Customers) can connect and transact.The Platform is available at www.sanaa.com.au and via other channels or addresses.In these terms, User means Suppliers, Customers and Creators and you mean (as applicable) (1) the person or entity registered with us as a User; or (2) the individual accessing or using the Platform.If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s employees, contractors and other personnel to these Terms.
AcceptanceYou accept these Terms by checking the box, clicking “I accept” or using the Platform or Sanaa services. You must be 18 years old to use the Platform.We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the “Termination” clause.
Platform summarySanaa is a marketplace where Creators and Customers can find each other and advertise, buy and sell Custom designs (including art prints and apparel) online. We provide the Platform to Users (Creators and Customers), by assisting users to upload their products and process payments between Users.You understand and agree that we only make available the Platform and the Sanaa services. We are not party to any agreement entered into between any Creators and Customers and we have no control over the conduct of Users or any other users of the Platform. Creators and Customers may enter into written agreements in relation to Creator Services. To the extent there is inconsistency between any additional terms and conditions and these Terms, these Terms will prevail.
CreatorsA creator wanting to provide designs to the Sanaa Platform creates an account on the Dashboard and posts an original design of their own creation. The Creator takes responsibility when providing these designs that their (Design) is of their own intellectual property and is no way imitated or replicated.
CommunicationWe may contact you via off-Platform communication channels, such as text message, phone call or email.
AccountsYou must register on the Platform and create an account (Account) to access the Platform’s features.You may only have 1 Account on the Platform which you can use as a Creator and Customer.You must provide basic information when registering for an Account including, your legal entity name, business name, ABN and GST status (if applicable), contact name and email address and you must choose a password.Once you have registered an Account, your Account information will be used to create a profile which you may then curate.You agree to provide accurate, current and complete information during the registration process and regularly update such information to keep it accurate, current and complete.Your Account is personal and you must not transfer it to others, except with our written permission. If a legal entity such as a company has created an account, you, the legal entity, are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account.You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
PaymentIt is free to register an Account on the Platform, for Creators to create collections and for other users to browse products and creators content on the Platform.
GeneralWe provide a number of payment methods on the Platform, including our third party payment processor, currently Stripe. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third party payment processor. By making payment through a third party payment processor, you accept the applicable terms and conditions.In the absence of fraud or mistake, all payments made are final. If you make a payment by debit card or credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the payment.If any payment has not been made in accordance with this clause, we may (at our absolute discretion) (1) immediately cease providing the Platform, and recover, as a debt due and immediately payable from you, our additional costs of doing so; and/or (2) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with this clause.RefundsIncorrectly Fulfilled or Damaged items Sanaa will replace or reprint an item if it has been delivered with defects or incorrectly (wrong design, style/colour/sizes). On receipt of a photo of the item received, Sanaa will reprint and send out a replacement at no charge. Your customers don’t even need to send back the incorrect goods, and they get to keep it. Winning!Change of Mind Due to the custom nature of each item we print, we aren’t able to offer exchanges or refunds due to change of mind. ‘Change of Mind’ includes but not limited to: Customer prefers another sizing, Customer prefers another design OR Customer ordered the wrong colour or design
DeliveryWe use third party printers to create Products through the Services, and our third party suppliers deliver the Products either (i) to the relevant addressee if the order is for mail delivery, or (ii) for pickup & collection in a specified retail location. We will use our reasonable endeavours to fulfil your order by the estimated delivery date set out in the Dispatch Confirmation, generally within the hour for retail based services.


If you are a Creator, you will create designs as part of the Creator Services and we will allow you to post, upload and publish such content on our Platform (Creator Designs). Unless otherwise indicated, ownership of all Creator Content, including Intellectual Property Rights in Creator Content will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any Content does not automatically vest in us, you, as a Creator, agree to do all things necessary or desirable to assure our title to such rights. You agree that we may post, upload and publish Creator Content on the Platform and across all our marketing materials. We will use reasonable efforts to acknowledge Creators when we use, post or publish Creator Content.We grant you, as a Creator, a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use your Content, for the purposes of marketing and promoting Products on our Platform or any other platform (including Instagram or your website). You agree to use reasonable efforts to tag us in any posts or promotional materials where you use the Sanaa Products, Design and Creator Content.
ContentCreator Content and information we make available on the Platform (Creator Content, design) we own or licence all rights, title and interest (including Intellectual Property Rights) in our Platform and all of the Content. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.You must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expressly permitted by these Terms, (1) copy or use, in whole or in part, any Content; (2) reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or (3) breach any Intellectual Property Rights connected with our Platform, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sublicensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner the User Content to provide the Platform and promote the Platform in any media or promotional material.You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that (1) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and (2) neither the User Content nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless from and against all Liabilities, howsoever arising, suffered or incurred by us and arising from or in connection with any claim that any Liability we incur as a result of the User Content or Creator Content you make available on or through the Platform, including as a result of an Intellectual Property Breach.The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, to the extent permitted by law, we make no representation or warranty regarding the Content. The Content is subject to change without notice. We do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date.


User Warranties

You represent, warrant and agree that:you will not use our Platform, including the Creator Content, in any way that competes with our business; there are no legal restrictions preventing you from entering into these Terms;where you are a Customer you will comply with the Customer Terms & Conditions all information and documentation that you provide to us in connection with these Terms is true, correct and complete; you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms; you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform: (1) to break any law or infringe any person’s rights (including Intellectual Property Rights) (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Platform; where you are a Creator, you are solely responsible for determining which designs to upload, , the type, timing, manner and means, methods or processes of providing your services and the equipment you use. You are not an employee of Sanaa and are not entitled to any employment benefits. We do not supervise, direct or control any services you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your services. You are responsible for any taxes payable on any fee you receive for your goods and/or services; as a Creator, you are not entitled to the benefit of any policies of insurance that we may hold and you agree to effect and maintain your own insurance that provider of the same or similar services would customarily be covered for.


Creator Warranties

As a creator, you represent, warranty and agree that:you will comply with the provisions of these Terms and all applicable laws (including all applicable Employment Legislation and Work Health and Safety Legislation);you have full capacity, right, authority and power to enter into these Terms, to perform your obligations under these Terms, and to carry on your business;you are not aware of any actual or potential conflict of interest in providing Designs as a creator, and the execution and performance by you of these Terms does not conflict with any law or any other instrument binding on you;you are our independent contractor, are not our employee, and accordingly, are not entitled to any benefits owing to employees under any applicable Employment legislation, including the Fair Work Act 2009 (Cth), Fair Work Regulations 2009 (Cth), Superannuation Guarantee Charge Act 1992 (Cth) and Superannuation Guarantee (Administration) Act 1992 (Cth) including benefits such as minimum wage, superannuation, workers compensation, leave entitlements or any other employee benefit.
Australian Consumer Law
Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Statutory Rights). If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.This clause will survive the termination or expiry of these Terms.

Termination

Your Account and these Terms may be terminated by you at any time, using the ‘delete Account’ functionality (or similar) in the Account page section of your Account settings.We may terminate these Terms at any time by giving 30 days’ written notice to you (Termination for Convenience).We may suspend your Account or terminate these Terms immediately upon written notice to you, if:you (or any of your personnel) breach any provision of these Terms and that breach has not been remedied within 10 business days of being notified by us;there is any reason outside our control which has the effect of compromising our ability to provide the Sanaa Services;These Terms will terminate immediately upon written notice by you, if we:are in breach of a material term of these Terms, and that breach has not been remedied within 10 business days of being notified by you; orUpon expiry or termination of these Terms:we will remove your access to the Platform;we will immediately cease providing the Sanaa services;you agree not disparage or otherwise make any unfavourable statements or comments regarding us, the Platform or another User, either directly or by implication, verbally or in writing;where we terminate the Terms for any reason other than a Termination for Convenience, you also agree to pay us our additional costs arising from, or in connection with, such termination.Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.This clause will survive the termination or expiry of these Terms.

Definitions

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.Intellectual Property Breach means any breach by you (or any of your personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

Creator Payments
If you fail to provide & connect your payout method, Sanaa will hold your amount owing for 3 years. 



For any questions or notices, please contact us at:
Email: support@sanaa.com.au
Last update: 01/04/2021.

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