Terms of Service
Last updated: May 3, 2024
1. Introduction
Welcome to UpHarvest, a platform dedicated to advancing sustainable living by making it accessible and affordable. Our marketplace platform, located at upharvest.com.au and operated under the Australian Business Number (ABN) 42 641 253 027, facilitates the connection between experience providers (Sellers) and guests (Buyers) interested in sustainable adventures, tours, activities, workshops, events, and stays provided by hosts, tour guides, and regenerative/organic farmers.
2. Definitions
"Platform" refers to the website accessed via upharvest.com.au where services are offered. "Services" include all services provided by UpHarvest through our Platform, including but not limited to allowing Sellers to list and Buyers to book sustainable experiences. "Users" or "You" means both Buyers and Sellers who use the Platform to buy or sell services and products. "Experience Providers" or "Sellers" refers to hosts, tour guides, and regenerative/organic farmers who list their offerings on the Platform. "Guests" or "Buyers" refers to Users who purchase or book experiences through the Platform. "Listings" are postings on the Platform where Sellers offer their experiences or products. "Content" refers to text, graphics, images, music, software, audio, video, information, or other materials. "Certified Provider" signifies Sellers who have obtained an official certification, which is displayed on their UpHarvest profile.
3. Acceptance of Terms
By accessing and using any part of the Platform, you agree to be bound by these Terms of Service and our Privacy Policy, which together govern our relationship with you in relation to the Platform. If you do not agree to these Terms in full, you must not use the Platform. These Terms apply to all Users of the Platform, including without limitation Users who are browsers, Sellers, Buyers, and/ or contributors of Content.
4. Scope of UpHarvest Services
UpHarvest operates an online marketplace that allows Sellers to create Listings for experiences and products and Buyers to learn about and book such experiences directly from Sellers. UpHarvest itself is not an owner or operator of properties, nor a provider of properties or experiences. We do not own, sell, resell, furnish, provide, manage, or control the Listings or experiences. Our responsibilities are limited to: (i) facilitating the availability of the Platform and (ii) serving as the limited agent of each Seller for the purpose of accepting payments from Buyers on behalf of the Seller.
5. Modifications to the Terms
UpHarvest reserves the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Platform, and you waive any right you may have to receive specific notice of such changes. Your continued use of the Platform after such posting constitutes your consent to be bound by the Terms, as amended. Therefore, you should review these Terms before every use so you understand the terms applicable to your use of the Platform.
6. User Registration and Account Integrity
a. Registration Requirements: To access certain features of the Platform, such as listing or booking Experiences, you must register for an account. When creating or updating an account, you are required to provide us with accurate and up-to-date information that includes your legal name, email address, and other pertinent contact information. You agree to post a truthful description of your experiences and products if you are a Seller.
b. Account Security: You are responsible for maintaining the confidentiality of your account credentials and you must not disclose this information to any third party. You must immediately notify UpHarvest of any unauthorised use of your account or any other breaches of security. UpHarvest will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
c. Accountability: You are responsible for all activities that occur under your account whether or not you know about them.
7. Listings and Interactions
a. Creating Listings: As a Seller, you may create Listings for sustainable experiences, tours, activities, workshops, events, and stays. To create a Listing, you will be asked to provide information about the experience or product, including, but not limited to, location, capacity, features, availability of the experience, pricing, and related rules. You are responsible for keeping your Listing information accurate and up-to-date at all times.
b. Content in Listings: Any content that you post as part of your Listing must be accurate and may not be misleading. All descriptions of your experiences or products must accurately reflect the quality and condition of your offerings. UpHarvest reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that UpHarvest, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Platform.
c. Booking and Transactions: Bookings are made at the discretion of the Buyer after reviewing the Listing details posted by the Seller. Buyers are responsible for reading the full item listing before making a commitment to book. All transactions are made through the Platform, where UpHarvest may collect payment from the Buyer on behalf of the Seller according to the payment terms outlined in the listing.
8. Rights and Responsibilities of Experience Providers
a. Standards of Service: Experience Providers are expected to provide high-quality services that adhere to the standards described in their Listings and should ensure availability as specified in their booking calendars.
b. Certifications and Qualifications: Experience Providers who claim certifications or special qualifications in their Listings must have valid evidence to support such claims and are responsible for maintaining all necessary qualifications, licenses, and other regulatory approvals.
9. Fees and Payments
a. Service Fees: UpHarvest charges a Service Fee for creating connections and facilitating transactions on the Platform. This fee is calculated as a percentage of the total booking value and is fully disclosed to both Buyers and Sellers during the booking process.
b. Booking Fees: A flat fee may also be charged to Buyers when making a booking. This fee helps cover administrative costs and will be clearly displayed during the booking process.
c. Payment Processing Fees: Payments are processed by a third-party payment service, Stripe, which may impose its own additional charges. These charges are detailed on Stripe’s website and are not controlled by UpHarvest.
10. Intellectual Property Rights
a. Ownership and Use: All intellectual property rights in the Website and the Services, including but not limited to text, graphics, logos, images, and software, are owned by UpHarvest or its licensors. Users are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Website and Services for their personal, non-commercial use in accordance with these Terms.
b. Restrictions: Users may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may they reverse engineer or attempt to extract the source code of that software, without express written permission from UpHarvest.
11. Content Provided by Users
a. User-Generated Content: Users may post, upload, publish, submit, or transmit relevant and appropriate content, including text, photos, video, or audio (collectively, "User Content"). By making available any User Content on or through the Website, Users grant UpHarvest a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise exploit such User Content on, through, or by means of the Service.
b. Responsibility for User Content: Users are solely responsible for all User Content they make available through the Website. Users represent and warrant that they are the sole owner of the User Content, that the User Content is not defamatory, and that it does not infringe upon any rights of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary rights.
12. Acceptable Use Policy
a. Conduct Requirements: Users agree not to use the Website or Services to collect, upload, transmit, display, or distribute any User Content that violates any third party right or any intellectual property or proprietary right; that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; or that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
b. Enforcement Rights: UpHarvest reserves the right (but not the obligation) to review any User Content, and to investigate and/or take appropriate action against Users in our sole discretion if they violate the Acceptable Use Policy or any other provision of these Terms. Such action may include removing or modifying User Content, terminating User accounts, and/or reporting Users to law enforcement authorities.
13. Content Removal and Disabling or Terminating Accounts
a. Right to Remove Content: UpHarvest has the right, but not the obligation, to monitor and edit or remove any User Content provided by Users. We may remove any User Content that we determine in our sole discretion violates these Terms or is otherwise objectionable.
b. Account Termination: Users who repeatedly infringe other people's intellectual property rights or who breach these Terms may have their accounts terminated. UpHarvest reserves the right to suspend or terminate your account at any time, without notice, for any reason, including but not limited to breach of these Terms.
14. Dispute Resolution
a. Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other.
b. Binding Arbitration: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the Australian Centre for International Commercial Arbitration (ACICA) and, where appropriate, the ACICA’s Supplementary Procedures for Consumer Related Disputes. Your arbitration fees and your share of arbitrator compensation shall be governed by the ACICA Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online.
c. Restrictions: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
d. Exceptions to Informal Negotiations and Arbitration: The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief.
15. Changes to These Terms
a. Right to Amend: We reserve the right to amend or update these Terms at any time. All amendments to the Terms will be posted on the Website and effective immediately upon posting. We will notify you of significant changes to the Terms by sending a notice to the email address registered in your account, or by placing a prominent notice on our Website.
b. Acceptance of Changes: Your continued use of the Platform after the posting of changes constitutes your binding acceptance of such changes. If you do not agree to the new terms, you should stop using the Platform immediately.
16. General Provisions
a. Governing Law: These Terms shall be governed by and defined following the laws of Australia. UpHarvest and yourself irrevocably consent that the courts of Australia shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.
b. Severability: If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
c. Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without UpHarvest's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
d. Entire Agreement: These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
17. Contact Us
For any questions, concerns, or disputes regarding our Terms of Service, or for matters related to the use of the UpHarvest platform, please contact us at: hello@upharvest.com.au