Winescape User Agreement

Description of Service

Winescape is an online market for companies and people trading in Fruit, Bulk and Bottled wine. A Supplier may list wine or wine grapes on Winescape. If the listed Product is Bulk or Bottled wine then a Buyer can lodge a Sample Request for the Product. The Supplier (who remains anonymous) may send samples to the Buyer or they can reject the Sample Request. A Sample will be labelled with a label provided by Winescape that articulates the listed price, volume, Batch code, Geographic Indication, Vintage and Variety that identify the wine.

If a sample is provided then the Buyer may make an Offer (if they wish to purchase). An Offer will contain the Buyers conditions of purchase including Offer Price, Offer volume, delivery and dispatch conditions and general terms. If the Offer is made by a representative of an Australian company then the Offer will also contain tax conditions that relate to the Offer.

When the Offer conditions are finalised the Buyer must sign the Offer online and Execute through Winescape. An executed Offer will be received by the Supplier. The Supplier may accept, counteroffer or reject the Offer. An accepted Offer (or Counteroffer) is turned by Winescape to a countersigned Contract and emailed to Supplier and Buyer. The parties to the Contract can then fulfill the transaction.

If the Product is Fruit (wine grapes) then a Buyer may lodge a Fruit Request which contains a description of the Fruit and the name and contact detail of the Buyer. The Supplier can Accept or Reject the Fruit Request. If the Fruit Request is accepted then Winescape will show the Suppliers details in the Buyers registration. The parties will meet and inspect the vineyard on which the Fruit is grown. Post inspection the Buyer may make an Offer on the Fruit which can be accepted, countered or rejected by the Supplier.

A Buyer may through Winescape raise a Tender for wine or fruit that wish to purchase. A Tender will spell out the price, vintage, varieties, Geographical Indication and conditions under which they would be willing to buy. A Supplier may attach listed wine or fruit to the Tender which constitutes a submission to Tender. Winescape will turn submissions into Sample Requests which starts the Offer and Acceptance process.

Winescape also provides Registered Parties with access to 3rd Party Services that relate to Credit Reporting, Finance and Security.

Scope

Before using Winescape, you must read and accept all of the terms in, and linked to this User Agreement (“Agreement”) and the Winescape Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the hyperlinked information. By accepting this User Agreement, you agree that this User Agreement and Winescape Privacy Policy will apply whenever you use the services of Winescape or when you use the tools we make available to interact with Winescape. Some Winescape services may have additional or other terms that we provide to you when you use those services. For example, Registered Parties who use BUTN Finance Services, Creditorwatch Credit Reporting Services or PPSR Advisory Services also agree to the terms of use for each of these platforms which can be accessed via hyperlink by clicking the names.

Trading and Trading Rules

Prior to trading through Winescape your company must pay us a Subscription fee for access to our Services. On occasion we may provide services without charging or we may reduce our Subscription fee however this will be at our discretion and if it happens once it should not be considered to be an ongoing arrangement.

Registration

If you register with Winescape through our Register page then we take at face value that the information provided is true and correct. If this information becomes redundant because you have changed address or contact details then you may alter your own detail by going to Profile. If you have changed jobs or are unable to change your profile for any reason then you can Contact us and we’ll make changes to the Registration as we see fit.

If you have been added to a Company subscription by a Company Administrator then you are still responsible for the information that pertains to you and that is entered into Winescape by you or on your behalf by someone else. We suggest that you check the information when you first login to Winescape and make sure that it’s correct. You can do this by accessing Profile on the Winescape site.

Once we have allocated you with a Password and Username these details are applicable to you only. They can not be transferred to another person. A Registered Party may not share their registration. We provide a registration to you personally however you have been registered.

Company Set Up

If you have registered with Winescape and paid to us a Subscription fee for access to part or all of our services then you may set up your Company so that the appropriate people within your company are Registered Parties within Winescape (unless you purchase a View Only Subscription).

Company Administrator

You are deemed to be the Company Administrator if you have been assigned Company Administrator status by us based on the knowledge we have of your position within your Company or if a senior person (Director or CEO) has advised us that you should be considered the Company Administrator for your Company and how the Company interacts with Winescape. A Company Administrator is the person who we consider to be the boss of the registered company and the person who has authority to appoint people within the Company to trade or monitor trade of the company’s assets within Winescape. A Company Administrator may;

Add Company Employees or Contractors to the Company Subscription
Assign a Role to Company Employees or Contractors who are Registered Parties
Delete Company Employees or Contractors who are no longer authorised to act for the Company
Change a Company Employee or Contractors Role at any time

Only we can change a Company Administrator. If after reading this User Agreement you decide that you don’t hold the authority within your Company to act as Company Administrator then you must tell us. We will make such enquiries as we deem necessary to find the person who is authorised within your company to take this Role.

Winescape is not responsible for the actions of employees who have access to your Company’s data but who no longer work for your Company. Employees can be subtracted from a Company by contacting Winescape. Employee’s may be added to Winescape by going to the Company page.

Other Roles

A Company Administrator may add and assign roles to employees within Winescape. These Roles are as follows;

Fruit Market Roles	Bulk Wine Market Roles	Bottled Market Roles
Fruit Key Contact Buying	Bulk Key Contact Buying	Bottled Key Contact Buying
Fruit Key Contact Selling	Bulk Key Contact Selling	Bottled Key Contact Selling
Fruit View Only	Bulk View Only	Bottled View Only
No Access	No Access	No Access

Key Contacts

A Buying Key Contact is the signatory entitled to raise Tenders, make offers, accept counteroffers and to liaise with a Supplier to fulfil any concluded contracts.

A Selling Key Contact is the signatory entitled to list Product, submit to Tenders, accept offers, make counteroffers and to liaise with a Buyer to fulfil any concluded contracts. This is the person we will correspond with in relation to selling in the allocated market.

It is common that a Registered Party may be the Buying and Selling Key Contact in a single or multiple markets for the Company that they represent. For example a Sales Manager would typically be responsible for buying and selling in the Bottled market but they are unlikely to have control of the Bulk market which is commonly assigned to an owner or winemaker. A viticulturist may control the fruit market.

The owner of a small wine company may be the Company Administrator and key contact in all three markets for buying and selling. Only a Company Administrator can change a Key Contact or a Key Contacts Role.

View Only

A Company Administrator may add a person to Winescape and allocate to them a View Only Role. Winescape recognises that a person who has View Only access has the authority of the Company to see information regarding a designated section of Winescape but does not have the authority to trade. Winescape does not allow people with a View Only Role to act on behalf of the Company nor will we take instructions from View Only registrants other than to assist them to see data that matches with their View Only status.

It may be that a Registered Party has a View Only Subscription which allows sight of the data on Winescape but does not allow trade.

No Access

A Registered Party with a No Access role may not see nor act in the market to which they are designated as having No Access. Winescape does not disclose information about this market section to that person.

Uploading Product

If you upload Product to Winescape then you’re representing that;

the Company you represent owns the Product and are legally entitled to sell the Product, that they (the Company) can and will give good title thereto; and that the Product is sold free of any encumbrance, mortgage security or lien; and that you are entitled to advertise the Product for sale.
the Product is described in line with Australian Wine Law as contained in Wine Australia Regulations 2018 – F2018L00286 or in the most recently updated legislation that pertains to the description of Australian wine and wine grapes or if the Supplier is uploading international Product then that Product should be uploaded in line with the legislation of the country in which the Product was produced.
At the time of listing the Product is available for sale and accessible by the Supplier

You may withdraw Product at any time prior to concluding a Contract and if acting as a Buyer then you agree to deal with the Product as Uploaded.

Product Uploaded Tax Exclusive

All Product uploaded to Winescape is uploaded Tax Exclusive. Applicable Tax shall be applied to an invoice issued by a Supplier to a Buyer based on the taxable status of the Contract and added to the Contract Amount.

Sending Sample or Fruit Requests

If buying, and you lodge Sample or Fruit Requests then you agree that requests are processed with the express and genuine intention of purchasing wine or fruit that is fit for purpose. This is the reason a Supplier provides samples and requesting samples to compare or Benchmark Product is a breach of the conditions of this User Agreement.

Receiving and Processing Sample Requests

Rejecting Sample Requests

If you’re acting as a Supplier and you receive a Sample Request then you may Reject or send Samples in response to the Sample Request. A Supplier may Reject a Sample Request if;

the Sample Request articulates a wine the Buyer has previously requested through Winescape or
the Sample Request articulates a wine the Buyer has been been shown directly by you or someone else in your Company prior to the date and time of the Winescape Sample Request or
you believe that the requesting Buyer represents a credit risk or
your Company no longer owns the wine or has withdrawn wine from sale.

If a Sample Request is rejected due to Part 2 of this clause then you accept that if we ask, then you will provide us with an explanation of when the wine was previously sampled to the Buyer. Such an explanation may be verbal or it may be written. You should understand that our intention is both to clarify whether we are owed or not owed a commission. We don’t pursue either one of these intentions harder than the other.

Sending Samples

If you elect to supply samples in response to a Sample Request then you agree;

that the requested wine has not been shown to the Buyer previously and that Winescape has full ENTITLEMENT TO BILL a Sales Commission if a sale proceeds within or outside of Winescape
that samples sent to the Buyer will only be labelled with LABELS SUPPLIED BY WINESCAPE as attached to the Sample Request Email.
that SAMPLE REQUESTS ARE NOT TRANSFERABLE. If you receive a Sample or Fruit Request for an uploaded Product then that request must not be transferred, communicated (by writing or verbally) to a third party. Sample Requests are confidential to the Buyer, Supplier and Winescape.
that THROW INS ARE NOT ALLOWED. If you receive a Sample Request then you can’t supply any samples to the request other than the wine articulated in the Sample Request. For example you may not receive a Sample Request for 2019 Margaret River Shiraz and “throw in” a sample of 2020 Margaret River Shiraz. You may ask us to contact the Buyer on your behalf to see if they are willing to look at samples of other wine and if appropriate we will process the alternatives and send through Sample Requests on the Buyers behalf.

Receiving and Processing Fruit Requests

If you’re acting as a Supplier and you receive a Fruit Request then you may Reject or Accept the request. A Supplier may Reject a Fruit Request if;

the Fruit Request articulates fruit the Buyer has previously requested through Winescape or
the Fruit Request articulates fruit the Buyer has been been shown directly by you or someone else in your Company prior to the date and time of the Winescape Fruit Request or
you believe that the Buyer represents a credit risk or
your Company no longer owns the fruit or has withdrawn fruit from sale.

If a Fruit Request is rejected then you accept that if we ask then you will provide us with an explanation of when the fruit was previously shown to the Buyer. Such an explanation may be verbal or it may be written. You should understand that our intention is both to clarify whether we are owed or not owed a commission. We don’t pursue either one of these intentions harder than the other.

Raising Tenders

If you’re looking to buy through Winescape then you may raise a Tender to help find Product on condition that;

the published Tender relates to an express and genuine intention of purchasing should you find Product that is fit for purpose.
Tender detail is correct at the time that it is published and if at any time you are aware that the Tender does not match your requirement then you agree to either adjust the Tender or to Contact us and we will adjust on your behalf.

By raising a Tender you’re giving us permission to broadcast the Tender to potential Suppliers available to us. You understand that we alone may choose who receives the Tender and we’re not responsible for loss from omission or inclusion of any particular Supplier.

Submitting to Tenders

If you’re acting as a Supplier then you agree to the below in relation to submitting to Tenders;

that Product submitted has the same parameters as the key descriptive parameters of the Tender. The key descriptive parameters are Vintage, Variety(s) and GI. A Supplier can not for example submit a 2020 Margaret River Chardonnay to a Tender for 2020 Adelaide Hills Chardonnay.
that you’ll follow instructions articulated in the Tender in relation to required Quantity. A Supplier should not for example submit wine that is under the required Quantity if the Tender expressly spells out that quantities smaller than the Tender Quantity will not be considered.
If the price of the submitted Product is higher than the Tender Price then you understand that the Buyer will expect you to accept an Offer at the Tender Price. If your intention is not to reduce the price of a submitted Product to the Tender Price then the Product should not be submitted.

Making Offers

If you find (within Winescape) a Product that you wish to purchase then you may make an Offer on that Product. If acting as a Buyer you agree that;

All Offers pertaining to Product sampled or seen through Winescape will be made through Winescape unless otherwise agreed with us.
Offers may be withdrawn at any time prior to acceptance by a Supplier by contacting Winescape. We will withdraw the Offer on your behalf as instructed but we are not liable for any damages that result from delays in withdrawing an offer.

Contracts

If you use Winescape and an Offer or Counteroffer that you’ve made has been accepted then Winescape will raise a Contract that is emailed to you and to the other party to the Contract. All Winescape contracts have a two day Cooling Off Period during which time either party may withdraw for whatever reason. If the Cooling Off Period has expired then a legally binding Contract for the supply of wine or fruit will exist between the parties. The Contract will contain the price, quantity, terms and conditions, drawdown schedule for delivery or dispatch of Product,

Winescape will treat Contracts as confidential and will not disclose the detail contained therein except where implied or explicit instructions exist for us to do so. For example we may disclose the details of a Contract for the purpose of allowing a 3rd Party to register a security interest where your companies Subscription allows such a service. We would also disclose information to other authorised Registered Parties contained on your companies Subscription.

Cancelled Contracts

A Winescape Contract is a legally binding document immediately following the expiry of the Cooling Off Period. Winescape is not a legal entity with the right to cancel a contract unless both parties agree that the Contract should be cancelled. In this instance we will cancel the Contract which will then move to Archive.

Winescape will only cancel a Contract if both parties are in agreement that the Contract should be cancelled. We will require notice in writing.

Other Trading Rules

If you’re a Registered Party on Winescape then the following Trading Rules are universal to all users independent of the role allocated by your Company Administrator;

Direct Contact not permitted until Contract

If through our processes you become aware of a Registered Party who is transacting through Winescape with your Company (whether related to supply of samples, offer or counteroffer or an archived item that is not a Contract from either buying or selling roles) then you agree not to contact or discuss with that party the transaction without the express permission of Winescape. You are allowed to contact us and make enquiries about a transaction and we will (if need be) contact the other party and provide an answer back to you. Winescape provides details of other Registered Parties to make Winescape a faster more efficient market and not for purposes of providing advantage to one entity over another.

Direct Contact may occur if a transaction is concluded to Contract whereupon it is expected that the parties liaise and fulfil the Contract.

Rules on General Use

If you use Winescape you may not;

undermine the security or integrity of our computing systems or networks.
use our services in any way that might impair functionality or interfere with other people’s use.
use a device, software or instruction that will interfere or attempt to interfere with the proper working of the Site
not interfere with or disrupt networks connected to the Service;
access any system without permission.
introduce or upload anything to our services that includes viruses or other malicious code.
share anything that may be offensive, violates any law, or infringes on the rights of others.
modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
resell, lease or provide our services in any way not expressly permitted through our services.
repackage, resell, or sublicense any leads or data accessed through our services.
commit fraud or other illegal acts through our services.
act in a manner that is abusive or disrespectful to a Winescape employee, partner, or other Winescape customer.
attempt to access or register to Winescape if less than the legal age by which you can deal in alcohol in the country where you reside.
trade within Winescape and not hold the qualifications or authority or legal licensing requirements to deal in alcohol in the country where you reside
not forge communications or take any other action which would disguise the origin of the communications transmitted by you through the Service
not forge communications or take any other action which would disguise the origin of the communications transmitted by you through the Service;
not allow another person to transmit communications that falsely identifies your account as the origin of such a communication;

Limitation of Liability

Winescape will make it’s best efforts to ensure that information on our site is correct and that the people and companies registered on the site are genuine market participants. We can not however guarantee and you accept that no part of this User Agreement represents a guarantee that there are no trading risks related to using Winescape or our 3rd Party Services, including dealing with underage or fraudulent persons. You will not hold Winescape responsible for other users’ content, actions or inactions, Product they list or their destruction of allegedly fake items. You acknowledge that we are not an auctioneer and that our site is a venue to allow Suppliers and Buyers to offer, sell and buy Fruit, Bulk and Bottled wine, from anywhere. We are not a party to the sales transaction between Buyer and Supplier. We have no control over and do not guarantee the quality, safety or legality of Product advertised, the truth or accuracy of users’ content or listings, the ability of Suppliers to sell items, the ability of Buyers to pay for items or that a Buyer or Supplier will actually fulfil a contract as agreed through Winescape processes.

When you enter into a Winescape transaction you create a legally binding contract with another user. You must ensure that you comply with your obligations to that other member and are aware of any laws relevant to you as a Buyer or Supplier. If another Registered Party or Company breaches any obligation to you, you – not Winescape – are responsible for enforcing any rights that you may have.

If a Registered Party to Winescape then you alone, and not Winescape, are responsible for ensuring that your listing, buying, selling and any other activities conducted on our site are lawful. You must ensure that you comply with all applicable laws in Australia and other countries. You must also ensure that you strictly comply with this User Agreement and the policies which form part of the Agreement.

We do not take ownership of listed Product at any time and do not transfer legal ownership of items from Supplier to Buyer. Further, we cannot guarantee continuous or secure access to Winescape and you understand that the operation of Winescape may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use the Winescape service (or any specific part of the Service).

To the extent that Winescape is able to limit the remedies available under this Agreement, Winescape expressly limits its liability for breach of a non-excludable statutory guarantee to the following remedies:

the supply of the services again; or
the payment of the cost of having the services supplied again.

Release

If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, joint venturers and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Breach

Without limiting other remedies available to Winescape at law, in equity or under this Agreement, we may, without notice to you and in our sole discretion (which shall be exercised reasonably, having regard to the circumstances), delay listing your Product, delete your listing, issue you a warning, restrict your activities through our site (including but not limited to buying, selling and uploading activities), temporarily suspend, indefinitely suspend or terminate your Registration and if applicable the Subscription of the company that you represent and refuse to provide our services to you, or require you to pay additional fees if:

you have, or we believe that you have, breached this Agreement, which includes any of our Policies in any way
you have, or we believe that you have, breached the conditions of our Entitlement to Bill;
we are unable to verify or authenticate any information you provide to us;
we believe that your actions may cause loss or damage to or otherwise unlawfully harm you, our users, third parties or us, our related bodies corporate or affiliates, our directors, employees or agents; or
if we reasonably believe that any of your information (which includes a Product listed on the site) is inappropriate or of an offensive nature.

For security, confidentiality and privacy reasons, we are not obligated to provide you or other Registered Parties the details of any investigation that we conduct or any action which we take, in relation to your membership or your account other than those that are already provided to you by us.

3rd Party Services

Winescape provides 3rd Party Services to our Registered Parties under certain conditions. If you use these Services you understand that we are not the provider and that as the user you must agree to and abide by the terms and conditions as published by these entities from time to time. For your convenience the below companies provide 3rd Party Services to Winescape and their Terms and Conditions are hyperlinked.

Creditorwatch – Terms of Service
PPSR Advisory – Terms and Conditions
BUTN X – Terms and Conditions
BUTN Pay – Terms and Conditions

Note: Hyperlinks refer to Terms and Conditions of our 3rd Party Service providers as published 2/2/21.

Fees for 3rd Party Services

Winescape profits from the sale of 3rd Party Services to our users either through our subscription or by singular sale. We are for example charged a single fee for our access to Creditorwatch. We are also charged fees for services provided by PPSR Advisory. These services are bundled into our subscription charge and amortised over the subscription fees collected by Winescape over the whole Winescape market. As a business it is our aim to make a profit on supply of these services. It is our commitment however to charge less than the fees that would be applicable to each service if our Registered Users were to access these services outside of Winescape.

Winescape is paid a commission by BUTN if you use BUTN financial services.

Winescape use of PPSR and services provided by PPSR Advisory

Winescape advertises that through us and our subscription that if you are selling through Winescape then it is possible to use services provided by PPSR Advisory to register security interests against a Registered Party that purchases from you. If through use of Winescape you contract to use PPSR Advisory services you understand that PPSR Advisory may not be able to carry our their service if the Contract you negotiate through Winescape does not include clauses or provisions that allow them to effectively register a security interest. This means that if you are in any doubt about the validity of clauses contained within an Offer or Counteroffer that you receive or send through Winescape and how they pertain to PPSR legislation then you should get independent legal advice prior to acceptance.

Further you understand that we may provide you with standard clauses in respect to PPSR that we have used in the past. If you use these clauses as part of an Offer or Counteroffer through Winescape then you are solely responsible for the repercussions of their use. We do not represent that such clauses will allow an Effective Security Registration to be lodged in respect of every contract. You understand that each Contract is different and that neither Winescape nor PPSR Advisory is a party to contracts concluded through Winescape and that it is the conditions contained within the contract that allow an effective PPSR security registration. Your circumstance may require clauses related to PPSR legislation be drafted by a legal professional to ensure that the resultant security registration is effective.

It is up to you to ensure that conditions in your Contract cover your intentions for any sale concluded through Winescape.

Billing and Fees

Sales Commission Fees

If you are a Supplier to Winescape and you conclude a Contract through the website then we will invoice you a Sales Commission Fee as published on our Registration page.

Further if you’re a Supplier and you conclude a contract with a Buyer who has lodged a Fruit Request or a Sample Request through Winescape and that Fruit Request or Sample Request was lodged prior to you or anyone within your Company being aware of the requirement by the Buyer for Product described within the Fruit Request or Sample Request then we shall be entitled to bill a Sales Commission fee (as published on our Register page).

Sellers Commission Payable on Sales	Percentage payable on Sale
Bottled Sales $0 – $10000	10%
Bottled Sales above $10000	8%
Bulk and Fruit Sales $0 – $5000	7%
Bulk and Fruit Sales $5001 – $20000	5%
Bulk and Fruit Sales $20001 – $30000	4%
Bulk and Fruit Sales above $30000	3%

Subscription Fees

If you’re a Registered Party then we will charge your Company a Subscription Fee depending on the Subscription type that you (or someone else within your company) selects when registering (as published on our Register page).

Subscription Type	Subscription Fee
Standard	$240/annum
Premium	$940/annum

Tax on Winescape Fees for Australian Companies

If you represent a Australian Company with an Australian Business Number then our Sales Commission Fees will be increased from those published on Winescape by the current rate of GST as published by the Australian Tax Office.

For example if the current rate of GST is 10% and the Tax Exclusive amount of a Contract sits at $10000 and our published a commission rate is 5% then the total invoice we will levy will be as follows;

Tax Exclusive Contract Amount * Commission Rate + GST Rate or ($10000 * 5%) + 10% = $550. For Australian Companies, unless otherwise stated all services and fees other than Sales Commissions within Winescape include GST.

Tax on Winescape Fees for International Companies

If you represent an International Company then Subscription and Commission Fees will be as published. If we are required to include Tax for any reason then that Tax will be added to published Subscription and Commission Fees.

Sales Commissions on Cancelled Contracts

If you’re a Supplier to Winescape and you require (and the Buyer agrees) that a contract be cancelled then we are entitled to issue an invoice for Sales Commission if a) you contract to sell a Product that you did not have the right to sell in the first place or b) you (as Supplier) have misrepresented the Product (either by mistake or otherwise) and the Product the Buyer has contracted to purchase does not exist.

We will not issue an Invoice for Sales Commissions if a contracting Buyer wishes to cancel a Contract and you agree. In general terms Winescape does not wish to charge where fulfilment of Contract does not occur however we reserve the right to do so where a Supplier has been careless.

Tax payable by Trading entities on Contracts

For Australian Companies

If you represent an Australian Company and use Winescape to sell to another Australian Company then you will be entitled to charge GST in addition to the Contract Amount. If the Product you sell through Winescape is wine and your Buyer does not quote their ABN in respect of the transaction then you will also be required to add Wine Equalisation Tax to the invoice which should be levied after the GST. If the ABN is quoted then Wine Equalisation Tax should be added to the invoice.

Australian Companies may not trade through Winescape until we are advised of their correct ABN. All trading entities (whether Buyer or Supplier) must be aware of their tax obligations in respect to Contracts concluded through Winescape.

For International Companies

If you use Winescape and you represent a Company that is registered in a country other than Australia then you must be aware of the tax and duty provisions that apply to Contracts you conclude through Winescape.

Winescape is an Australian Company and as such we have embedded systems and processes that allow us to cater for Australian Taxation in respect to wine and fruit. We have not however made provisions for other countries other than to say that all Products are listed Tax Exclusive.

General

Winescape is located at 25 The Boulevard, Margaret River, Western Australia 6285 Australia.

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect.

In our sole discretion, we may assign our rights and obligations under this Agreement to another entity. Headings are for reference purposes only and do not form part of this Agreement. Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches.

We may amend this Agreement at any time by posting the amended terms on winescape.com.au. We will also notify you of any material amendments by email or through your Winescape account directly. Amended terms will be effective as at the time of posting to Winescape.

This Agreement contains the entire understanding and agreement between you and Winescape. The above Clauses survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Legal Disputes.

Jurisdiction

This Agreement will be governed in all respects by the laws of Western, Australia. If a dispute cannot be resolved then you and Winescape irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

Dictionary

For the purpose of this User Agreement the following capitalised terms shall be defined as below;

3rd Party Services – Any service provided through Winescape that is not owned by us.

Batch Code – A unique identification code applicable to a Product that identifies that product within the systems of a Supplier and that is used as a cross reference in Winescape.

Benchmark Product – The process of requesting samples without the intention of purchase for the purpose of comparing sales Products with Product a Supplier already owns.

BUTN or BUTN Finance Services – A finance company providing 3rd Party Services through Winescape operating under ABN: 28 630 296 169

Buyer or Buyer Key Contact – A Registered Party who is certified to purchase through us in a given market by the Company that they are employed by or contract to.

Counteroffer or Counter – An offer made in response to a previous offer by the other party during negotiations.

Contact – The page on the Winescape website that publishes the contact details for key staff of Winescape or for our partners.

Contract – A legal document that is countersigned and states and explains a formal agreement between a buying and selling entity conducted within Winescape.

Creditorwatch – A credit reporting company providing a 3rd Party Service through Winescape operating under ABN: 50 396 265 825

Direct Contact – Contacting another Registered Party (not working for your company) with whom you have a transaction pending within Winescape.

Effective Security Registration – A Security Registration that is effectively lodged on the PPSR

Execute – Procedure a Registered Party undertakes to send a signed Offer, Counteroffer or Acceptance of a signed Offer or Counteroffer from another Registered Party.

Fruit – Wine Grapes.

Fruit Request – An expression of interest lodged by a Buyer of Fruit on a parcel of Fruit listed by a Supplier.

Geographic Indication – Geographical Indications are, for the purposes of this Agreement, descriptions in texts that identify a Product as originating from a specific area.

GI – Short for Geographic Indication

Offer – A specific proposal to enter into an agreement with another. An offer is essential to the formation of an enforceable contract. An offer and acceptance of the offer creates the contract.

PPSR – Short for Personal Property Securities Register.

PPSR Advisory – A company providing services related to the registration of security interests on the PPSR through Winescape operating under ABN: 54 604 852 502

Product – Any item uploaded to Winescape by a Supplier for the purpose of sale.

Profile – Page on Winescape where a Registered Party may change their contact details.

Registered Party – A person who has access to Winescape.

Reject – An action within Winescape conducted by a Registered Party that causes a transaction to end.

Role – Access rights granted to a Registered Party within Winescape.

Sample Request – A request lodged by a Buyer to a Supplier (who remains anonymous) through Winescape for a sample of wine that represents Bulk wine or Bottled wine the Supplier has uploaded to Winescape. A Sample Request is both an email and once executed a record within Winescape for both Buyer and Supplier. A Sample Request email or record shows the number of samples required, the deadline for supply and the address to deliver samples.

Security Interest – An interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).

Subscription – A contract between Winescape and a Registered Party for the supply of services over an agreed period of time to an agreed set of markets as advertised under the Subscription page.

Supplier – A Registered Party who has uploaded Product to Winescape with the intention of selling that Product.

Tender – A form on Winescape that advertises details of a Product that a Buyer wishes to purchase. A Supplier may submit Product to a Tender whereupon they will be invited to submit samples to the Tenderor.

Variety – Type of grape that a Supplier has uploaded to Winescape for sale as Fruit or type of grape from which a wine is constructed.

Vintage – Year in which a grape was grown and that forms part of the description of Product listed on Winescape.

Winescape – The entity that operates the Winescape website under ABN 63 360 689 533 (also referred to as “we”, “us” or “our”)