NuPARE · Business and Partner Terms

Business and Partner Terms

Structure of this document

These Business and Partner Terms apply to the people and businesses that supply goods or services through NuPARE, in addition to the Terms of Service. They are in four Parts and one Schedule. Part A: Provider Terms binds Stylists and Care Providers. Part B: Business Retailer Terms binds members who sell Resale items in the course of a business. Part C: Brand Partner Global Compliance Addendum forms part of the Brand Partnership Agreement with each Brand Partner. Part D: Brand Portal, API and Webhook Terms binds each person who uses the brand portal or our interfaces. Schedule 1: Product Compliance Schedule lists the product-safety, chemical and labelling regimes that Parts B and C refer to. We ask you to accept the Part that applies to you when you apply to provide services, declare that you sell as a business, sign a Brand Partnership Agreement or first sign in to the portal; only that Part binds you. Within each Part, a reference to a Part, clause or Schedule by number or letter is a reference to the Parts, clauses and Schedules of that Part unless it says otherwise; but a reference to Schedule 1 is always a reference to Schedule 1 to this document. The terms "the Terms" and "the Terms of Service" mean the NuPARE Terms of Service, and "the Privacy Policy" means the NuPARE Privacy Policy, each published at nupare.com.au/legal. The Provider Standards, Community Standards, Resale Protection Policy and the other Platform Policies referred to in this document are Schedule 6 to the Terms of Service.

Part A: Provider Terms

Part A: Summary

You are an independent business offering styling or garment-care services to NuPARE members. You decide when you work, what you charge, and how you do the work. We take bookings, collect payment as your agent, pay you promptly, publish your profile and determine complaints. You keep customers safe, keep their information private, carry insurance, and meet the Provider Standards. We tell you before we restrict or remove you, give reasons and let you appeal. Outside the United States neither of us is required to arbitrate; if you are based in the United States, clause 11.4 requires individual arbitration and you can opt out within 30 days. Australian law applies and the courts of Western Australia decide disputes, but the mandatory law of the country where you are based protects you too and clause 11.2 sets out when you may bring proceedings in your own country.

Part 1: Application

1.1 These Provider Terms are a contract between Nu Pare Pty Ltd (NuPARE, we, us) and you, the Stylist or Care Provider (you, Provider). They apply from the moment we approve your application through the Provider portal. The Terms of Service also apply to your use of the Service as a member; where these Provider Terms and the Terms of Service conflict in relation to your provision of services, these Provider Terms prevail. The Provider Standards, the Community Standards and the other Platform Policies form part of this contract. The Privacy Policy is not part of this contract; it explains how we handle personal information and is given to you under the privacy law of your country. Schedule A applies to Stylists and Schedule B to Care Providers. Schedule C sets out country-specific terms.

1.2 Who can be a Provider. You must be 18 or over; carry on a business (as a sole trader, company or partnership) in the country where you offer services; hold any licence, registration or qualification your trade requires there; hold the insurance required by clause 6.1; and complete verification under Part 4. If you are a company or partnership, the person accepting these Provider Terms confirms they have authority to bind it, and the individuals who perform services must each meet these requirements and be registered on your profile.

Part 2: Our relationship

2.1 Independent business. You are an independent contractor and business, not our employee, worker, agent (except as clause 5.3 provides) or partner. Nothing in these Provider Terms creates an employment relationship. You are free to: set your own availability; accept or decline any booking without penalty (repeated cancellation after acceptance is different, as clause 5.7 of the Provider Standards provides); set your own prices and change them at any time (the app shows you the range of prices charged by other Providers in your category and region as guidance only; we neither require you to price within it nor treat a price outside it differently); decide how to perform the service; use your own tools, products and premises; work for other platforms and clients; and engage assistants or substitutes who meet clause 1.2, provided you tell the customer and remain responsible. We do not require minimum hours, acceptance rates or exclusivity; we do not provide a uniform or mandatory training; and we do not manage your performance beyond the Provider Standards, which are published so customers know what to expect.

2.2 Contract with the customer. The contract for the service is between you and the customer and we are not a party to it: the Terms of Service tell the customer so, and you must not represent that we are the provider.

2.3 What we provide. We provide: the booking platform; publication of your profile; payment collection and payout; the complaints process; the Provider Standards; safety tools; a dashboard showing your bookings, ratings, quality signals, earnings and the data you have provided; and support.

2.4 Your tax and compliance. You are responsible for your own income tax, GST, VAT or sales tax (except where the law makes us responsible for collecting a transaction tax on a booking, in which case we do so and tell you), social-security contributions, licences, insurance and compliance with the laws that apply to your trade. Clause 5.12 of the Terms of Service (tax reporting and withholding) applies to you.

Part 3: Bookings

3.1 Taking bookings. Customers book through the app at the price you set, which is the price shown to the customer and from which our commission (Schedule D) is deducted before we pay you under clause 5.2. You have the time shown in the app (default 12 hours) to accept; if you do not, the booking lapses. When you accept, the contract with the customer is formed and we confirm it to both of you. You must then perform the service as booked, at the time and place agreed, with reasonable care and skill, in accordance with the Provider Standards and the law.

3.2 Communication. You must communicate with the customer through the booking chat, which is available from acceptance until 7 days after the service. You must not ask the customer to book, pay or communicate off the Service.

3.3 Cancellations. Schedule A (Stylists) and Schedule B (Care Providers) set out the cancellation rules. Where a customer has a statutory right to cancel within 14 days of booking, we ask the customer before the booking whether they want the service to start within that period and to acknowledge the loss of the right once it is performed; if a customer exercises a statutory right before the service starts, the booking is cancelled without payment to you.

3.4 Ratings and reviews. Customers may review you under the Reviews Policy. You may post one response. You may not solicit reviews with incentives or pressure customers about reviews.

Part 4: Verification and information

4.1 Before you take bookings, and thereafter when we ask, you must give us: your legal name and, if a business, its registered name, number and address; a government-issued identity document for each individual who will perform services; proof of any required licence or qualification; proof of insurance (clause 6.1); the tax identifiers the law of your country requires us to hold for you (for example an Australian business number, a value added tax or goods and services tax registration number, or the taxpayer identification number your country issues), and a valid tax certification form where one applies; your bank account (given to our payment provider); and, for Stylists offering in-person sessions, consent to a criminal-history check where the law of your country allows us to obtain one (in the EEA, only where Member State law expressly authorises a check for this activity). We verify this against official sources where we can. We ask you to confirm it annually. Some of it is published on your profile as the laws of some countries require of traders (for example, the EU Digital Services Act and the Provision of Services Regulations in the UK); we tell you which information. If you do not provide or confirm it within the time we give (at least 10 days), we suspend your ability to take bookings and, where the law requires, withhold payouts until you do.

4.1A Tax information, withholding and reporting. Tax laws in several of the countries in which we operate require us to collect information about you, to report payments we make to you, and in some cases to deduct tax before we pay you. You agree to all of the following.

(a) You must give us, keep current and confirm each year the tax identifiers and certification forms in clause 4.1 for every country in which you are established or provide services, and tell us within 10 Business Days if one changes or ceases to be valid.

(b) You consent to us reporting your identity, your identifiers and the amounts we pay you to the tax authority of each country whose law requires it, including the Sharing Economy Reporting Regime in Australia, the platform information reporting rules in New Zealand, Council Directive (EU) 2021/514 (DAC7) in the European Economic Area, the Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023 in the United Kingdom, the Part XX reporting rules in Canada, Form 1099-K reporting in the United States, and any equivalent rule made under the OECD Model Reporting Rules for Digital Platforms or otherwise. We tell you what we have reported about you.

(c) You authorise us, and our payment provider, to deduct or withhold from a payment to you any amount a law requires us to deduct or withhold, and to remit it to the authority entitled to it. Where a law sets a higher or punitive rate because a valid identifier or certification has not been provided (for example backup withholding in the United States), that rate applies until you provide it, and the amount withheld is treated as paid to you. We give you the evidence of what was withheld and will co-operate at your cost in any application you make for a refund, an exemption or a reduced treaty rate.

(d) If you do not give us or confirm the information in clause 4.1 or this clause within the time we give you (at least 10 Business Days for information we need to verify you or to pay you, and at least 60 days and two reminders for information we are required to collect and report), we may suspend your ability to take bookings, withhold payment, or both, until you do. The Seller and Provider Tax Information Notice in Schedule 6 to the Terms of Service describes each of these regimes and the current thresholds.

(e) You remain responsible for your own tax position under clause 2.4. Nothing in this clause makes us your tax agent or adviser.

4.2 You must keep your profile accurate: qualifications, experience, services, prices, service area, languages and the checks that have been completed. You must not claim a qualification or check you do not have.

Part 5: Payment

5.1 Price and commission. You set your price, and the price you set is the price shown to the customer. Our commission (Schedule D) is a percentage of that price and is deducted from what we pay you under clause 5.2; it is a fee for our services to you, and clause 5.5A governs how GST, VAT or an equivalent tax is accounted for on it.

5.2 Payout. We pay you the customer's payment less our commission and any amounts you owe us on a monthly cycle: on the 18th of each month, or the next business day in Perth, for every booking whose 7-day complaint window (Provider Standards 5.8) closed in the previous calendar month without a complaint. The window closes 7 days after the session for a Stylist and 7 days after the piece is returned to the customer for a Care Provider, and closes at once if the customer confirms before then that they are satisfied. If a complaint is open the booking is held out of the cycle until the complaint is decided, and joins the first cycle after that. Where the law of your country sets a maximum period for payment to you, we pay within that period whatever the cycle would otherwise give (Schedule C). Payment is to the bank account you verified with our payment provider, in its currency. We may delay a payout for as long as reasonably necessary where we reasonably suspect fraud, where the law requires, or where verification is incomplete; we tell you why (unless the law prohibits it) and how to resolve it, and a person reviews it on request.

5.3 Payment collection agent. You appoint us as your limited agent solely to collect payments from customers on your behalf and remit them to you. A customer's payment to us discharges the customer's obligation to you. We are not a bank; funds held for you are not deposits and are not insured; no interest is paid. Payments are processed by our licensed payment services provider, whose connected-account terms you must accept.

5.4 Refunds and chargebacks. Where we refund a customer under the Provider Standards, a statutory right, or a chargeback that we cannot contest on the evidence, we deduct the refunded amount from your payout or future payouts, and tell you. Where a refund results from our error, we bear it.

5.5 Tax invoices. We issue the customer a receipt on your behalf showing your name, the service and the price, and we issue you a statement of our commission for each period.

5.5A Where we must account for tax on your service. Where the tax law of the customer's country treats us as the supplier of your service, or requires us to collect and account for a transaction tax on it (for example where a Provider outside a country supplies a customer in it and the law makes the platform liable for the tax on that supply), we calculate, collect, invoice and remit that tax in our own name, and you must not include it in your price, charge it to the customer, remit or report it, issue a document to the customer showing it as charged by you, or claim or offset it on your own return. Where you are registered for a transaction tax and your country applies a reverse charge to our commission, our statement to you says so and you account for the tax; where it does not, we add the tax and show it on your statement. You must give us your registration number for each country in which you are registered, under clause 4.1A(a), and you warrant that it is valid.

5.6 Set-off, withholding and recovery. We may set off against, deduct from or withhold out of any amount we owe you any amount you owe us under these Provider Terms or the Terms of Service, including our commission, a refund or chargeback under clause 5.4, an amount we have paid a customer because of your act or omission, an amount due under clause 6.4, and any tax we are required to withhold. We tell you what we have deducted and why. Where you dispute the amount, we deduct only so much as we reasonably believe is due, we hold the disputed part separately until the dispute is resolved, and a person reviews the decision if you ask. If deduction is not possible, you must pay us within 14 days of our invoice and we may recover the amount as a debt in a court of competent jurisdiction. You may not set off any amount against what you owe us without our written agreement, except where a law that cannot be excluded gives you a right of set-off.

Part 6: Insurance and liability

6.1 Insurance. You must hold and maintain, with an insurer authorised to carry on insurance business in your country and rated not lower than A− by a recognised rating agency: public liability insurance of at least A$10 million (or the local equivalent) for any one occurrence; where you handle a customer's garment, goods-in-care, custody and control cover of at least the higher of A$1 million and the aggregate declared value of garments you hold at any time; professional indemnity insurance of at least A$1 million for any one claim and in the aggregate where you provide advisory or styling services; and workers compensation insurance to the extent the law requires. Each policy must be maintained for as long as you take bookings and, for professional indemnity, for three years afterwards. You must give us a certificate of currency on request, and tell us within 5 business days if a policy is cancelled, is not renewed or is materially changed. If cover lapses you may not take a booking until it is restored, and we tell you so.

6.1A You must be a business. We accept you as a Provider only where you carry on a business. You must hold and give us an Australian business number, or the equivalent registration for your country, together with your goods and services tax registration status, and you must keep both current and confirm them annually. We verify them against the issuing register where one exists. We may require you to engage through a company or other registered entity rather than as an individual, and we will tell you where that applies. This requirement is what allows us to make the Care Promise in clause 8.14 of the Terms of Service, under which we pay a customer for a lost or damaged piece ourselves and then recover from you and your insurer, and it is not waived in any case.

6.1B Paying a customer, and recovery from you. Where a customer claims for loss of or damage to a piece in your custody and we notify you that we have assessed you as liable, you must pay the customer the assessed amount within 14 days of that notice. If you do not, clause 8.14 of the Terms of Service obliges us to pay the customer ourselves under our Care Promise, and on doing so we take an assignment of the customer's claim against you. Where we pay a customer in that way, or otherwise make good a loss caused by your act, omission or breach, the amount we pay and our reasonable direct costs of paying it are a debt due from you to us, and we may set it off against amounts we hold or will hold for you, or recover it from you. Your liability to us for any one piece is limited to the value declared for it in the booking or, where none was declared, to the piece's fair value, except where the loss or damage was caused by your recklessness or dishonesty or that of a person you engaged, in which case no limit applies. We give you the assessment and the calculation before we recover, and you may seek review under clause 9.3. You must notify your insurer within 5 business days of our notice and pursue the claim; you warrant that your goods-in-care policy does not exclude a claim brought by an assignee or by a person exercising rights of subrogation; and you must not settle, compromise or admit a customer's claim without our prior written consent, which we will not unreasonably withhold, a settlement made without that consent not reducing your liability to us under this clause.

6.2 Your responsibility to customers. You are responsible to customers for the performance of the service, for loss of or damage to pieces in your custody (Schedule B), for injury or damage caused by your negligence, and for compliance with consumer law in your country, including the guarantees it implies into service contracts.

6.3 Our liability to you. We will provide our services to you with reasonable care and skill. Nothing in these Provider Terms excludes liability that cannot be excluded by law, including under the unfair contract terms laws that protect small businesses in Australia and New Zealand, or liability for death, personal injury, fraud, gross negligence or wilful misconduct. Subject to that, our total liability to you in any 12 months is limited to the greater of A$2,000 and the commission you paid us in the previous 12 months, and we are not liable for loss of profit or indirect loss. This cap does not apply to our obligation to pay you amounts we hold for you.

6.4 Your liability to us. You indemnify us against the loss, damage, cost and expense (including reasonable legal costs, the cost of a recall, customer notification or remediation, amounts we refund or pay a customer, and a fine or penalty imposed on us by a regulator to the extent that the law permits us to be indemnified for it) that we suffer from a claim by a third party (including a customer, a rights holder, an insurer, a tax authority or a regulator) arising from: your breach of these Provider Terms, the Provider Standards or the Terms of Service; your negligence or wilful act or omission in performing a service; loss of or damage to a piece in your custody; your infringement of another person's intellectual property or privacy; your failure to hold a licence, registration, qualification or insurance that clause 1.2 or 6.1 requires; your tax, social-security or employment obligations, including those relating to any assistant or substitute you engage; or your breach of the law. The indemnity is limited to the loss we actually suffer, excludes any loss caused by our own negligence or breach or by our failure to take reasonable steps to reduce the loss, and is reduced to the extent that our own act or omission contributed to it. We tell you promptly of a claim we intend to rely on, let you take part in its defence, and do not settle it unreasonably without consulting you. This is the only indemnity in these Provider Terms.

6.5 What we do not promise you. We do not promise you any volume of bookings, any position in search or in a Provider list, any level of earnings, or that the Service will be uninterrupted or error-free. Figures, price guidance and quality signals shown in your dashboard are estimates from the data we hold at the time and are not a representation about your future earnings. Subject to clause 6.3 and to any law that cannot be excluded, we are not liable to you for loss of bookings, revenue, profit, goodwill or business opportunity, for indirect or consequential loss, for the acts or omissions of a customer, or for a customer's failure to attend, to hand over or collect a piece, or to pay an amount we are unable to collect.

Part 7: Data and confidentiality

7.1 Customer information. You receive a customer's name, the booking details and, for in-person sessions, the address and, for Care bookings, the piece details. A Stylist may also be granted read access to a customer's wardrobe, limited to the scope and number of days the customer chooses in the app; every access, and every refused attempt, is logged and shown to the customer, and you may use what you see only for that customer's styling. You may use that information only to perform the booking. You must keep it confidential, secure it, not add it to any marketing list, not contact the customer outside the booking chat except to perform the service, and delete it within 30 days after the booking (except records your own law requires you to keep). For that information you are an independent controller (or equivalent) under the privacy law of your country, responsible for your own compliance; Schedule E sets out the data-sharing terms that apply.

7.2 Your information. Our Privacy Policy explains how we handle your personal information, including verification data, criminal-history results, publication of trader details and tax reporting.

7.3 Confidentiality. You must keep confidential, and use only to provide services through the Service, any non-public information about NuPARE, its members, its Brand Partners and its business that you learn through the Service, including commission structures, product and roadmap information, ranking and quality signals, security information, dispute files and anything marked or obviously confidential. You may disclose it where a law or a court requires (telling us first if you lawfully can), to your professional advisers under an equivalent duty, or where it is or becomes public otherwise than through your act. This obligation continues for 3 years after you stop providing services through the Service and, for anything that is a trade secret or personal information, for as long as it remains so. Damages alone may not be an adequate remedy for a breach of this clause, and we may seek an injunction or other equitable relief without having to prove loss. Nothing in this clause prevents you from making a protected disclosure to a regulator or from describing your own experience of working through the Service.

7.4 Records and audit. You must keep your booking, custody, insurance, licence, tax and compliance records for 7 years and produce them to us, or to an adviser we appoint who is bound by confidentiality, within 5 business days of our written request. We ask only for what a specific question requires, we bear our own costs unless the records show a material breach or an underpayment or overcharge of more than 5% for the period reviewed, and we handle anything we see under clause 7.3.

Part 8: Non-solicitation

8.1 Non-solicitation. For 12 months after a customer first books you through the Service, you must not solicit, or accept, a booking from that customer for the same or similar services other than through the Service. This does not apply where the customer was already your client before their first NuPARE booking and you can show it, or where you have stopped providing services through the Service and 6 months have passed. This clause protects the investment we make in finding customers and introducing them to you, and the fee we forgo when a booking we generated is taken off the Service. It does not prevent you from working for any person through any other channel, from advertising generally, or from accepting a booking from a customer who was already your client and who approaches you independently.

8.2 How this clause is read. If a court finds the 12-month period, or the description of the customers or services it covers, to be wider than is reasonable, this clause takes effect instead as if the period were 9 months and, if that is still wider than is reasonable, 6 months, and as if the restriction were confined to customers you personally served through the Service in the previous 12 months; each of those is a separate and severable obligation. Where the law of your country or state limits or prohibits a restraint of this kind, this clause applies only so far as that law allows, and Schedule C states where it does not apply at all. We will not enforce this clause against you where you stopped providing services because we removed you otherwise than for cause.

Part 9: Standards, restriction and removal

9.1 You must comply with the Provider Standards and the Community Standards. We may restrict, suspend or remove you for the reasons in Part 14 of the Terms of Service, for breach of the Provider Standards, for repeated cancellations or upheld complaints, for lapse of insurance or a required licence, or for a safety concern. Before we do, we tell you, give a statement of reasons on a durable medium, and let you respond and appeal (clauses 14.8 and 14.9 of the Terms of Service, and clause 11.6 where the decision concerns content you posted), except that, where a customer's safety requires it, we may suspend immediately and give reasons within 2 business days. Where you have provided services regularly for 6 months or more, we give you at least 14 days' notice before removal (30 days for Providers in the EEA or the UK) unless the reason is safety, fraud or a legal requirement. Amounts you have earned are paid in the normal way unless they are the subject of an open complaint.

9.1A Suspension while we investigate. Where we reasonably suspect, on evidence, fraud, a serious safety risk, a serious breach of these Provider Terms or of the law, a lapse of insurance or of a required licence, or that your account has been compromised, we may suspend your ability to take bookings, hold a payout under clause 5.2 and pause your profile while we investigate. We do so only for as long as is reasonably necessary; we tell you the reason at the time or within 2 business days unless a law prevents us; a person makes and reviews the decision; and you may appeal. If we do not substantiate the suspicion we lift the suspension, release any held payout and restore your profile without delay. Bookings already accepted that are affected by a suspension are cancelled and the customer refunded, and you are not paid for a booking you did not perform.

9.2 Leaving. You may leave at any time by giving 7 days' notice in the portal. Accepted bookings within that period must be honoured or cancelled under Schedule A or B.

Part 10: Changes

We may change these Provider Terms, the Provider Standards or our commission only for a valid reason: a change in law, a change in the Service, correction of an error, a security or safety need, or a change in our costs. We give at least 30 days' notice by email and in the portal, never less than the 15-day floor the Platform-to-Business Regulation sets for Providers in the EEA and the UK, and longer where you need to make technical changes. A commission change does not apply to bookings accepted before it takes effect. If you do not agree, you may leave under clause 9.2 before the change takes effect. We keep every version at nupare.com.au/legal/business-terms.

Part 11: Disputes, law and courts

11.1 You may complain about us at providers@nupare.com.au: we acknowledge your complaint within 2 business days and respond within 15 business days. Providers in the EEA and the UK may use our internal complaint-handling system for business users and the mediators named on the Legal Contacts page. Neither of us is required to arbitrate.

11.2 Governing law and courts. These Provider Terms are governed by the law of Western Australia and the federal law of Australia that applies there, except that this does not deprive you of the protection of any mandatory law of the country or state where you are based. The courts of Western Australia have exclusive jurisdiction over any dispute arising out of or in connection with these Provider Terms, and each of us submits to that jurisdiction and waives any objection to it on the ground of inconvenient forum, except that: if you are based in the EEA or the United Kingdom, that jurisdiction is non-exclusive and you may also bring proceedings where you are based, as the Platform-to-Business Regulation requires us to leave you an accessible forum; if you are based in the Republic of Korea, that jurisdiction is non-exclusive, because Article 14 of the Act on the Regulation of Terms and Conditions does not permit an exclusive foreign forum in standard terms; if you are based in the United States, clause 11.4 applies; and Schedule C states where the law of your country or state requires otherwise, including Ontario and California. Nothing in this clause takes away a right to bring proceedings where you are based that a mandatory law of that place gives you and that cannot be excluded by agreement, and nothing prevents either of us from seeking urgent relief, or enforcing a judgment, in any court with jurisdiction.

11.3 Time limit on claims. You must commence any claim against us arising out of or in connection with these Provider Terms or the Service within 2 years after the day you first knew, or ought reasonably to have known, of the facts giving rise to it, and a claim commenced after that is barred. This does not apply to a claim for an amount we hold for you, to a claim under a law that fixes its own period that cannot be shortened by agreement, to a claim arising from our fraud or deliberate concealment, or where the law of your country or state does not permit a limitation period to be shortened by contract.

11.4 United States: individual arbitration. If you are based in the United States or a United States territory, clauses E.19 to E.27 of Schedule 1 to the Terms of Service apply to any dispute between you and us arising out of or in connection with these Provider Terms, with these changes: the arbitration is administered by the American Arbitration Association under its Commercial Arbitration Rules, and its Supplementary Rules for Multiple Case Filings where clause E.25 applies, rather than its Consumer Rules; clause E.24 does not apply and fees are allocated under those Rules; the seat is the county in which you are based or, if you are a California resident, a county in California, as Labor Code section 925 requires; and clause 11.2 applies only to a dispute that clause E.22 excludes from arbitration. You may opt out under clause E.21, in which case clause 11.2 applies to you and the courts of the state in which you are based are an additional, non-exclusive forum.

Part 12: General

12.1 Terms of Service provisions that apply. Clauses 1.8 (electronic dealing), 18.2 (terms over policies), 18.5 (severance), 18.6 (no waiver), 18.7 (events beyond control), 18.10 (notices), 18.12 (sanctions and export controls), 18.13 (interpretation) and 18.14 (no partnership or agency) of the Terms of Service apply to these Provider Terms. These Provider Terms are in English; where the law of your country requires a local-language version, the version on the portal in that language applies to you.

12.2 Whole agreement and no reliance. These Provider Terms, the documents they incorporate and the Terms of Service are the whole agreement between you and us about your provision of services through the Service, and replace anything said or written before. You confirm that in entering into them you have not relied on any statement, promise, projection of earnings or representation that is not set out in them. Nothing in this clause limits liability for fraud or fraudulent misrepresentation, or any right you have under a law that cannot be excluded, including the misleading-conduct provisions of the Australian Consumer Law and the Fair Trading Act 1986.

12.3 Assignment. We may assign, novate, charge or subcontract any of our rights or obligations under these Provider Terms without your consent, to a member of our group or to a successor to the business to which these Provider Terms relate, provided your rights are not reduced; we tell you when we do. You may not assign or transfer any of your rights or obligations under these Provider Terms without our written consent, which we will not unreasonably withhold; your right to provide services is personal to you, subject to the substitution right in clause 2.1.

12.4 Survival. Clauses 2.4, 5.4, 5.6, 6.2, 6.3, 6.4, 6.5, 7.1, 7.3, 7.4, 8.1, 8.2, 11.2, 11.3, 11.4 and this Part 12 survive the end of these Provider Terms so far as they are relevant.

Schedule A: Stylists

A.1 Services. Personal styling, wardrobe consultation, shopping accompaniment, event styling and related services, delivered by video (a Microsoft Teams invitation is sent to you and the customer for the booked time), in your studio, in a public place, or at the customer's home.

A.2 In-person sessions. You may offer in-person sessions only after your identity is verified and, where the law allows us to obtain it, a criminal-history check has been completed and returned no disqualifying result (a disqualifying result is a conviction for an offence of violence, sexual misconduct, dishonesty or drug supply within the period the law of your country allows us to consider). We renew the check every 2 years. You must not offer sessions to anyone under 18. We show you the customer's address on confirmation: you must use it only for the session and must not retain it. Either party may end a session at any time if they feel unsafe. You must not take photographs or recordings of the customer or their home without express consent, and you must report any safety concern within 24 hours through the booking.

A.3 Cancellation. The customer may cancel free up to 48 hours before the session. Inside 48 hours, or for a no-show, you receive the lesser of 50% of the price and the loss you actually suffer from being unable to rebook that time, and the balance is refunded to the customer; if the slot is rebooked, nothing is retained and the customer is refunded in full. The 50% ceiling is a genuine pre-estimate of the maximum loss from being unable to rebook at that notice, and in countries whose law requires the basis of a cancellation fee to be explained, we explain it on request. If you cancel inside 48 hours, or are more than 20 minutes late without agreement, you receive nothing and the customer is refunded; three such events in 6 months affect your standing.

A.4 Advice. Styling advice is your opinion. You must not give medical, dietary or psychological advice, and you must not disparage a customer's body.

A.5 Purchases during sessions. If you help a customer buy items on NuPARE during a session, you are not a Creator and earn no commission unless you have joined the Creator Program, in which case the disclosure rules in the Creator Standards apply and you must tell the customer before the session.

Schedule B: Care Providers

B.1 Services. Cleaning, laundering, pressing, alteration, repair, restoration and similar garment-care services, with hand-over by drop-off, collection or post as shown on the booking. Services are either priced in advance or quoted: for a quoted service you review the piece (or the customer's photographs), send a quote through the booking within 2 business days stating the work, price and turnaround, and start only when the customer accepts and pays the quote in the app.

B.2 Custody. You take custody of the piece when it is handed to you or delivered to you. You must: photograph it on receipt and on return and upload the photographs to the booking before starting work and before returning it; record the customer's declared value; keep it secure, identified and insured; perform only the work booked, and obtain the customer's approval through the booking before doing anything additional or different (and before proceeding if you discover the work cannot be done as booked); and return it within the time quoted, by the method booked.

B.3 Loss or damage. You are responsible for loss of or damage to a piece in your custody (from receipt until it is returned to the customer or handed to the carrier for a tracked return) up to the declared value or, if none was declared, its fair value, unless you show the damage resulted from an inherent defect in the piece that you could not reasonably have identified, or from the customer's inaccurate description. Where the customer's declared value exceeds A$2,000 (or the local equivalent), you may decline the booking before hand-over.

B.4 Workmanship guarantee. You guarantee your workmanship for 90 days after return. If the work fails within that period through no fault of the customer, you redo it at no charge, including collection and return.

B.5 Cancellation. The customer may cancel free before hand-over. After hand-over and before you start work, the customer may cancel and you receive any collection cost actually incurred; after work has started, you receive payment for the work done, and you return the piece.

B.6 Unclaimed pieces. If a customer does not collect a piece or accept a return delivery within 60 days of you notifying them through the booking that it is ready, you tell us and we contact the customer; if the piece remains unclaimed 90 days after that, you may dispose of it as the law of your country permits for uncollected goods, after giving the notice that law requires.

Schedule C: Country-specific terms

C.1 Australia. Chapter 3A of the Fair Work Act 2009 (regulated workers) may apply to some Providers. Nothing in these Provider Terms removes any right you have under a minimum standards order, and our restriction and removal process is designed to meet the unfair-deactivation protections in that Chapter. The unfair contract terms provisions of the Australian Consumer Law apply to these Provider Terms as a small business contract. We have assessed each term against sections 24 and 25 of that law: we take no indemnity beyond clause 6.4 (your own breach), our variation right is confined to Part 10 with 30 days' notice and a right to leave, and our restriction and removal process requires cause, notice, reasons and an appeal. Any term a court finds unfair is void and the remainder continues to apply.

C.2 New Zealand. These Provider Terms are a small trade contract under the Fair Trading Act 1986; the assessment described in clause C.1 of this Schedule applies with the necessary changes, and any term a court finds unfair is void. You must disclose on your profile that you are in trade. Contracting out (separately acknowledged): you acquire our services in trade, and you and we agree in writing under section 43 of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986 that those Acts do not apply as between you and us in relation to our services to you, it being fair and reasonable that we are bound by this agreement; this does not affect the rights of customers.

C.3 United Kingdom. The Provision of Services Regulations 2009 require your name, legal status, address, contact details, any registration or licence, your insurance and your complaints process to be available to customers; your profile displays them. Part D.11 of Schedule 1 to the Terms of Service (Platform-to-Business Regulation as retained in UK law) applies to you.

C.4 EEA. Regulation (EU) 2019/1150 applies. Part D.11 of Schedule 1 to the Terms of Service sets out the notice periods, statement of reasons, ranking, data access, complaint-handling and mediation commitments that apply to you. Your profile displays the information required by the Services Directive as implemented in your Member State and, where you are a trader under the Digital Services Act, the information required by Article 30. In Germany, the Impressum requirements apply to your profile and we provide the fields. In France, if you employ no one, the Loi n° 2016-1088 platform-worker provisions may apply and nothing in these Provider Terms limits them.

C.5 United States. Clause 5.3 is the limited payment collection agent appointment required by the money-transmission laws of most states. If you are a California resident, nothing in clause 11.2 requires you to accept the law or courts of any jurisdiction other than California in relation to these Provider Terms. Where we obtain a background check through a consumer reporting agency, we do so only after giving you a separate, standalone disclosure and obtaining your written authorisation under the Fair Credit Reporting Act, and before taking adverse action on the basis of the report we give you a copy and a summary of your rights and a reasonable time to respond. Part 8 (non-solicitation) does not apply to Providers in California, North Dakota or Oklahoma, and elsewhere applies only to the extent the law allows. Consent to electronic delivery of IRS Form 1099-K is given under clause 1.8 of the Terms of Service and may be withdrawn.

C.6 Canada. If you are a Provider in Ontario, nothing in these Provider Terms requires a dispute about your work to be resolved outside Ontario, and we give you the information statement, assignment notices, pay-period information and notice of removal that the Digital Platform Workers' Rights Act, 2022 would require if it applied to your work. If you are in Quebec, the French version of these Provider Terms was presented to you first and you may elect to be bound by the English version.

C.7 Japan. If we are treated as commissioning work from you as a freelancer under the Freelance Act (特定受託事業者に係る取引の適正化等に関する法律), we provide the terms of each booking in writing through the app, pay within 60 days of completion (we pay on the monthly cycle, and in any event within 60 days), and give 30 days' notice before ending a continuing engagement of 6 months or more. The information required by the Act on Specified Commercial Transactions for a business seller of services is displayed on your profile.

C.8 Korea. Your business name, representative, address, telephone and email are displayed on your profile as the E-Commerce Act requires. The Korean version of these Provider Terms applies.

C.9 UAE and Saudi Arabia. The Arabic version of these Provider Terms applies and prevails before a local court. You must hold the trade licence your emirate or the Kingdom requires for your services.

Schedule D: Commission and payout

Schedule E: Data-sharing terms

E.1 For customer personal information you receive through a booking, you and NuPARE are each independent controllers (or the equivalent under your country's law). NuPARE discloses to you only the information needed to perform the booking. You must: process it only for the booking; comply with the privacy law of your country and of the customer's country; keep it secure; not disclose it to anyone except as needed to perform the booking; delete it within 30 days after the booking, except as your law requires you to retain; tell us within 24 hours of any breach affecting it and cooperate in notifying the customer and regulators; help us respond to a customer's privacy request within 5 business days; and not transfer it outside your country except as your law allows. Where the customer is in the EEA or UK and you are outside them, the transfer to you is made under the standard contractual clauses (controller-to-controller module) or the UK equivalent, which are incorporated into these Provider Terms by reference and available at nupare.com.au/legal/scc, and you agree to be bound by them. Where you are in Japan, Korea, Singapore, Malaysia, Saudi Arabia or another country whose law imposes conditions on receiving data from abroad, you confirm you meet them.

E.2 For your own personal information, NuPARE is the controller and the Privacy Policy applies.

Part B: Business Retailer Terms

Part B: Summary

If you sell on NuPARE in the course of a business, these terms apply to you in addition to the Terms of Service. You owe buyers the rights consumer law gives them against a business, you must give us and display the trader information the law requires, your items must be safe, genuine, lawfully labelled and lawfully placed on the market in each country you sell into, and you take responsibility for your own listings. We give you notice and reasons before restricting you, and you can appeal. The only indemnity you give is a limited one, for claims caused by your own breach.

1. Application. These Business Retailer Terms are a contract between Nu Pare Pty Ltd (NuPARE, we, us) and you, a member who has declared under clause 5.2 of the Terms of Service that you sell as a business, or whom we have reclassified as a Business Retailer under the Resale Protection Policy (you, Business Retailer). They apply from the moment of that declaration or reclassification, in addition to the Terms of Service; where these Business Retailer Terms and the Terms of Service conflict in relation to your selling, these Business Retailer Terms prevail. The Resale Protection Policy, the Community Standards, the Prohibited Items List, the Product Compliance Schedule (Schedule 1 to the Business and Partner Terms) and the other Platform Policies form part of this contract. The Privacy Policy is not part of this contract; it explains how we handle personal information and is given to you under the privacy law of your country.

2. Trader status and information. You are a trader for the purposes of the consumer law of each country into which you sell, and you owe buyers the rights that law gives consumers against a business, including the right of withdrawal and the legal guarantee of conformity in the EEA and the UK, the 7-day withdrawal right in Korea and Saudi Arabia, the consumer guarantees in Australia and New Zealand, the remedies under Part III of the Consumer Protection (Fair Trading) Act 2003 and the implied terms of the Sale of Goods Act 1979 in Singapore, the guarantees under Parts V to IX of the Consumer Protection Act 1999 in Malaysia, and the conditions implied by the Sale of Goods Ordinance (Cap. 26) and the Supply of Services (Implied Terms) Ordinance (Cap. 457) in Hong Kong. You must give us, keep current and confirm annually: your legal and trading names; registered address and a contact address for consumers; telephone and email; business registration number and register; VAT, GST or sales-tax registration numbers in each country where you are registered; a government-issued identity document for the individual accepting these terms; your payment account details (given to our payment provider); producer, packaging and EPR registration numbers for each country you sell into; and a self-certification that you will offer only items that comply with the law of the countries you sell into. We verify this information against official registers where we can. We publish your name, address, contact details and registration numbers on your listings where the law requires (including under Article 30 of the EU Digital Services Act, the US INFORM Consumers Act for high-volume sellers, Japan's Act on Specified Commercial Transactions, Korea's E-Commerce Act and Malaysia's electronic trade regulations), and we disclose your identity to a buyer with a claim against you where the law requires. If you do not provide or confirm this information within the time we give, we suspend your listings and, where the law requires, withhold payouts until you do. That time is at least 10 days for information we need to verify your identity or to pay you. For tax information we are required to collect and report, it is at least 60 days and two reminders, as the Seller and Provider Tax Information Notice describes.

3. Your items. Every item you list must be: yours to sell and free of security interests; genuine; accurately and completely described, with your own photographs, its condition graded on our scale and every flaw disclosed; safe and compliant with every mandatory safety, chemical and labelling standard of each country you sell into (including the mandatory standards listed in the Product Compliance Schedule, Schedule 1 to the Business and Partner Terms, which forms part of these Business Retailer Terms and which we may update on 30 days' notice to you); labelled with fibre content, care and country of origin as the law of the country of sale requires, in its language where the law requires; not recalled and not subject to a safety notice; lawfully placed on the market in the country of sale, with an economic operator established in the EEA or the UK identified where those laws require; not made with forced labour; and not in Schedule 4 to the Terms of Service or the Prohibited Items List. Any "original", "retail" or "was" price you state must be genuine and, for price reductions you offer, calculated against the lowest price you charged in the previous 30 days. Environmental and origin claims must be substantiated and must not be generic.

4. Returns and remedies. You must accept change-of-mind returns for the period the law of the buyer's country requires (14 days in the EEA and the UK; 7 days in Korea and Saudi Arabia) and refund within the time it requires; the Return or cancel function in the app is available to buyers of your items for that period. You must remedy faulty or non-conforming items as the law of the buyer's country requires. Resale Protection applies to your sales, and clause 4.14 of the Terms of Service and the Resale Protection Policy apply between you and buyers as they apply to private Sellers, without limiting the buyer's legal rights against you.

5A. Where we are the deemed supplier or collector. Where a tax law treats us as the supplier, deemed supplier, electronic interface, marketplace facilitator, deemed importer or statutory collector of a transaction tax on a sale you make: (a) we calculate, charge, collect, invoice, credit, report and remit that tax in our own name; (b) you must not include that tax in your price, charge or collect it from the buyer, remit or report it to an authority, issue a document to the buyer showing it as charged by you, or claim, deduct or offset it on your own return, and you must refund us any such amount you have collected; (c) your supply leg is zero-rated, exempt, out of scope or otherwise relieved as that law provides, and you must treat it accordingly; (d) on a refund, return or chargeback, the tax is adjusted at the rate and under the scheme that applied when the buyer's payment was accepted, we issue the credit note or adjustment document and you do not issue one for the same adjustment; and (e) you must keep the records of your sales, and the data we asked you for, for 7 years, or 10 years for a sale reported under an import one-stop shop, a one-stop shop or an equivalent scheme or to which Article 242a of Directive 2006/112/EC or an equivalent applies, and give them to us within 5 Business Days of request or within any shorter deadline an authority has set.

5. Fees, payment and tax. The Seller Commission and Buyer Fee in Schedule 2 to the Terms of Service apply: you pay the Seller Commission at the rate in Schedule 2 to the Terms of Service, currently 15% of the item price, and the buyer pays the Buyer Fee of 8%, which is included in the price shown on your listing. The Seller Commission is exclusive of GST, VAT or a similar tax where you are registered for it, and clause 5.5 of the Terms of Service explains how that tax is accounted for. Neither fee is a payment surcharge and neither varies with the payment method the buyer chooses. Clauses 5.5 to 5.13 of the Terms of Service (fees, pricing, acceptance, returns and disputes, payment collection agent, payout, verification, tax and second-hand goods laws) apply to you. You are responsible for VAT, GST, sales tax and income tax on your sales except where the law makes us the deemed supplier or marketplace facilitator, in which case we collect and remit the transaction tax and tell you. We report your identity and sales to tax authorities where the law requires and tell you what we reported. Where you regularly buy items to resell, the second-hand dealer laws of your jurisdiction may require you to hold a licence; you must comply with them.

6. Product safety and recalls. You must tell us within 24 hours of learning that an item you have sold is unsafe, recalled or the subject of a regulatory notice, cooperate in notifying buyers and in recalls, and bear the cost of the remedy. We remove listings that we determine to be unsafe or non-compliant and act under Part 14 of the Terms of Service.

7. Extended producer responsibility. Where you are the producer of an item for the purposes of packaging, textile or other extended producer responsibility laws in a country you sell into (including Germany's Verpackungsgesetz, France's AGEC law and Refashion scheme, the UK packaging regulations and the schemes established under Directive (EU) 2025/1892 as they come into force), you must be registered, supply us your registration numbers and display them where required. We will not list your items in a country where a required registration is missing.

8. Standards, restriction and removal. You must comply with the Community Standards, the Reviews Policy and the Resale Protection Policy. We may restrict, suspend or remove your selling privileges for the reasons and by the process in Parts 11 and 14 of the Terms of Service, including a statement of reasons and a right of appeal. If you are established in the EEA or the UK, Part D.11 of Schedule 1 to the Terms of Service (Platform-to-Business Regulation) applies to you: at least 30 days' notice of changes (never less than the 15-day statutory floor), a statement of reasons before or at the time of any restriction, 30 days' notice before termination except where the law requires or permits otherwise, access to your data, ranking transparency, an internal complaint-handling system and two named mediators.

9. Data. Buyer personal information you receive to fulfil an order may be used only for that order and must be deleted within 30 days after the return period ends, except as your law requires you to retain. Schedule E to the Provider Terms (data-sharing terms) applies to you with the necessary changes. The Privacy Policy explains how we handle your information, including publication of your trader details and tax reporting.

10. Liability and indemnity. Clause 15 of the Terms of Service applies between you and us, except that clause 15.7 does not apply to you. Instead, you indemnify us against the loss, damage, cost and expense (including reasonable legal costs, the cost of a recall, consumer notification or remediation, amounts we refund or pay a buyer, and a fine or penalty imposed on us by a regulator to the extent that the law permits us to be indemnified for it) that we suffer from a claim by a third party (including a buyer, a rights holder, a carrier, a tax or customs authority or a regulator) arising from: your breach of these Business Retailer Terms or of the Terms of Service; an item you listed being unlawful, unsafe, recalled, counterfeit, mislabelled, non-compliant with the Product Compliance Schedule, or infringing another person's rights; a statement you made about an item, its price, its origin or its environmental characteristics; your failure to give a buyer a right that the law of the buyer's country gives them against you; your tax, customs, producer-responsibility or registration obligations; or your breach of the law. The indemnity is limited to the loss we actually suffer, excludes any loss caused by our own negligence or breach or by our failure to take reasonable steps to reduce the loss, and is reduced to the extent that our own act or omission contributed to it. We tell you promptly of a claim we intend to rely on, let you take part in its defence, and do not settle it unreasonably without consulting you. This is the only indemnity that applies to you. Subject to clauses 15.1 and 15.2 of the Terms of Service, we are not liable to you for loss of sales, revenue, profit, goodwill or business opportunity, or for indirect or consequential loss, and our total liability to you in any 12 months is limited to the greater of A$2,000 and the Seller Commission you paid us in the previous 12 months; that cap does not apply to our obligation to pay you amounts we hold for you. Clauses 5.6, 7.3, 7.4, 11.3, 12.2, 12.3 and 12.4 of Part A (set-off and withholding, confidentiality, records and audit, time limit on claims, whole agreement and no reliance, assignment, and survival) apply to you with the necessary changes.

11. New Zealand and Australia (business acquisition). Separately acknowledged: you acquire our services in trade. You and we agree in writing under section 43 of the New Zealand Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986 that those Acts do not apply as between you and us in relation to our services to you, it being fair and reasonable that we are bound by this agreement. In Australia, where the Australian Consumer Law permits, our liability for a failure to comply with a consumer guarantee in relation to services you acquire for business purposes is limited to resupplying the services or paying the cost of resupply, if it is fair and reasonable for us to rely on this limitation. Nothing in this clause affects the rights of buyers.

12. Changes, disputes and general. Parts 16, 17 and 18 of the Terms of Service apply to these Business Retailer Terms, except that clauses 17.4 and 17.6 are replaced for you by this clause. These Business Retailer Terms are governed by the law of Western Australia and the federal law of Australia that applies there, without depriving you of the protection of the mandatory law of the country where you are established. The courts of Western Australia have exclusive jurisdiction over any dispute arising out of or in connection with them, and each of us waives any objection on the ground of inconvenient forum, except that: that jurisdiction is non-exclusive if you are established in the EEA, the United Kingdom or the Republic of Korea; clause 11.4 of Part A (United States: individual arbitration) applies to you if you are established in the United States, reading references to the Provider Terms as references to these Business Retailer Terms; Part F.7 of Schedule 1 to the Terms of Service applies if you are established in Ontario; and nothing in this clause takes away a right to bring proceedings where you are established that a mandatory law of that place gives you and that cannot be excluded by agreement. Nothing prevents either of us from seeking urgent relief, or enforcing a judgment, in any court with jurisdiction. Where the law of your country requires a local-language version, the version on nupare.com.au/legal/business-terms in that language applies to you.

Part C: Brand Partner Global Compliance Addendum

This Addendum forms part of the Brand Partnership Agreement between Nu Pare Pty Ltd (NuPARE, we, us) and you, the Brand Partner, and applies to every Brand item listed for sale in any market. It is incorporated into the Brand Partnership Agreement (version 13) as an accepted addendum under clause 1.1 of its Standard Terms and ranks as that Agreement's order of priority provides; it supplements the Agreement's product-compliance clauses and, where the two are inconsistent on a product-compliance matter, this Addendum applies.

1. Seller and agent. You are the seller of every Brand item to the consumer, and we sell as your disclosed agent under clause 3.2 of the Terms of Service and the agency provisions of the Brand Partnership Agreement; where a tax law deems us the supplier, we account for that tax and the Agreement's Schedule 5 territory modules govern the tax allocation. You must honour the consumer's statutory rights and your published returns policy; where we refund a consumer under the Brand Promise (clause 4.12 of the Terms of Service) because you did not, you must reimburse us within 14 days. You indemnify us for consumer claims, recalls, regulatory penalties and third-party claims arising from the item's non-conformity, unsafety, mislabelling, infringement or non-compliance with this Addendum, to the extent not caused by us.

2. Product safety and conformity. You warrant that each item complies with every mandatory safety, chemical, labelling and conformity requirement in each market where it is listed, including: the EU General Product Safety Regulation (and you designate and name on each listing the economic operator established in the Union responsible under Article 4 of Regulation (EU) 2019/1020 and Article 16 of the GPSR); the UK Product Regulation and Metrology Act 2025 and regulations under it (and you name a UK responsible person where required); Australian and New Zealand mandatory standards (children's nightwear, drawstrings, cosmetics labelling); the US Consumer Product Safety Improvement Act, Flammable Fabrics Act regulations, Reese's Law (16 CFR Part 1263) for any item with a button or coin battery, and CPSC children's product certification; the Canada Consumer Product Safety Act and its Textile Flammability, Children's Sleepwear, Phthalates and Children's Jewellery Regulations; UAE and GSO conformity standards and Arabic labelling; and REACH, POPs and equivalent chemical restrictions. You provide, for each listing, the manufacturer's name and address, the product identifier, warnings and safety information in the consumer's language, and a picture, as Article 19 of the GPSR requires, and, from 1 November 2026, the merchant and manufacturer product identifiers and GTIN that Commission Delegated Regulation (EU) 2026/1022 requires on the customs declaration for goods imported into the Union, which we draw from the listing data.

3. Labelling. Fibre composition, care and country of origin labelling must comply with Regulation (EU) No 1007/2011, the UK Textile Products Regulations, the US Textile Fiber Products Identification Act, Wool Products Labeling Act, Fur Products Labeling Act and Care Labeling Rule (16 CFR Parts 300, 301, 303 and 423), Canada's Textile Labelling Act (bilingual), Australia's and New Zealand's care and origin rules, and, for France, the Triman logo and info-tri and the environmental characteristics required by the AGEC law and Décret n° 2022-748; and you must make no "Made in" claim that does not meet the safe-harbour test of the market.

4. Extended producer responsibility. You are the producer for EPR purposes for your items in each market, and you warrant that you hold, will supply to us and will keep current your registration numbers under: Germany's Verpackungsgesetz (LUCID) and, when in force, the textile EPR scheme; France's Refashion (TLC) scheme and packaging schemes, with your ADEME unique identifier; the UK packaging EPR regulations; and each other Member State's textile and packaging schemes as they come into force under Directive (EU) 2025/1892. We will not list an item in a market where the required registration is missing, and we may suspend listings that become non-compliant. Where we are deemed the producer because you are not registered, you must reimburse our fees and costs.

5. Forced labour and origin. You warrant that no item was produced in whole or part with forced labour, that you maintain supply-chain due diligence adequate to demonstrate compliance with the US Uyghur Forced Labor Prevention Act, Regulation (EU) 2024/3015 on forced-labour products and Canada's and Australia's modern slavery laws, and that you will provide supply-chain documentation on request.

6. Environmental and sustainability claims. You may not make, and we will not display, any environmental claim that is generic ("eco", "green", "sustainable"), based on offsetting, or not substantiated by a recognised methodology available to us on request, in accordance with Directive (EU) 2024/825 (from 27 September 2026), Canada's Competition Act section 74.01(1)(b.1)–(b.2), the ACCC's and Commerce Commission's guidance, and the FTC Green Guides. Sustainability labels must be based on a certification scheme.

7. Recalls and incidents. You must notify us within 24 hours of learning of a safety incident, recall, regulatory notice or non-compliance affecting an item, cooperate in our consumer notifications and recall notices, bear the cost of remedies, and maintain a product-safety contact reachable within 1 business day.

8. Data. The data-sharing terms between you and us are those in Schedule 4 to the Brand Partnership Agreement, which is the single data-sharing agreement between us and applies in place of Schedule E to the Provider Terms. You receive, as an independent controller under that Schedule: a consumer's name, delivery address and order details to fulfil each order; the consumer's messages sent to you; and, for your own customers, the customer's name, handle, suburb and state, order count, spend, units and first and last order dates. You may use them only to fulfil and service orders and answer messages, you may not add them to any marketing list or profile without the consumer's separate consent obtained through us, you must give access only to team members who need it, and you must delete them when they are no longer needed for those purposes or on request.

9. Pricing. When you propose a price reduction, you must supply the lowest price at which the item was offered on NuPARE in the preceding 30 days, and you warrant that any recommended retail price you supply is genuine.

10. Tax. You must provide the information we require to act as deemed supplier or merchant of record for VAT, GST and sales tax in each market, including consignment origin, HS codes and, for the EU, IOSS-eligibility data for each consignment.

11. Records, audit, set-off and survival. You must keep, for 10 years or the longer period the law of a market requires, the technical documentation, conformity assessments, test reports, registration certificates, supply-chain records and labelling evidence that demonstrate compliance with this Addendum, and supply a copy to us within 5 business days of request, or sooner where a regulator, a recall or a safety deadline requires it. On 10 business days' notice, not more than once in any 12 months unless there has been a safety, compliance or infringement incident, we or an independent auditor bound by confidentiality may audit those records and your related compliance processes during business hours; each party bears its own costs unless the audit establishes a material breach, in which case you bear our reasonable costs. We may set off against, deduct from or withhold out of any amount payable to you any amount you owe us under this Addendum or the Agreement, including reimbursements under clauses 1 and 4 and amounts claimed under the indemnity in clause 1, telling you what has been deducted and why and holding a genuinely disputed amount separately until the dispute is resolved. Clauses 1, 5, 7, 8 and this clause 11 survive the end of the Agreement.

Part D: Brand Portal, API and Webhook Terms

1. Who these bind. These Brand Portal, API and Webhook Terms (these Portal Terms) bind each individual who signs in to the NuPARE brand portal (with a portal login, SSO or an API key) as a team member of a Brand Partner, and the Brand Partner for whom they act: in this Part, you means the Brand Partner. They sit under the Brand Partnership Agreement; if they conflict, the Agreement prevails.

2. Accounts and roles. Your administrator assigns each team member one of the portal roles and may change or remove access at any time; access is personal and must not be shared. Each team member must keep credentials secure, use two-step verification or SSO where enabled, and act only within their role. We log every action in the portal against the team member who took it, and where our staff act on your behalf in the portal at your request, we record the action as such.

3. Customer data. Team members may view and use member information in the portal only for fulfilling and servicing orders and answering messages, under clause 8 of Part C (the Brand Partner Global Compliance Addendum), and must not export it except through the portal's own tools for those purposes.

4. API and webhooks. We issue API keys to you: they are confidential, and either of us may rotate or revoke them at any time. You may use the API (documented at nupare.com.au/v1/openapi.json) only to synchronise your own catalogue, inventory, orders, returns and campaigns; we publish rate limits and versioning in the documentation, and we give at least 90 days' notice before retiring a version. We deliver webhooks to the endpoint you register, signed with the shared secret, and retry them for up to 14 days; you must verify signatures and keep your endpoint available. Data received through the API or webhooks is customer data under clause 3 where it identifies a member. You are responsible for keeping accurate any integration through Shopify, WooCommerce, BigCommerce or a custom connector, and a listing published from a feed is your listing.

5. Feeds and content. You license to us the catalogue feeds and images you upload, to display and promote your items on the Service and in NuPARE marketing while they are listed, and you warrant that you hold the rights and that the content complies with Schedule 4 to the Terms of Service. We display your social posts synced to NuPARE pages with your permission, which you may withdraw at any time.

6. Live broadcasts and creator campaigns. Your brand broadcasts and creator campaigns are subject to the Community Standards, the Creator Standards (including disclosure and rate labelling) and advertising law in each market where they are shown.

7. Security and incidents. You must tell us at security@nupare.com.au within 24 hours of any suspected compromise of a login, key or endpoint. We may suspend access to protect the Service or members.

8. Suspension and changes. We may suspend a team member's access for breach of these Portal Terms; your rights under the Agreement and, in the EEA and the UK, the Platform-to-Business Regulation (Part D.11 of Schedule 1 to the Terms of Service) apply to any restriction of you as a Brand Partner. Changes to these Portal Terms follow Part 10 of the Provider Terms (30 days' notice; never less than the 15-day P2B floor).

9. Responsibility for portal and API use. You are responsible for everything done through your portal logins, SSO accounts and API keys, whether or not you authorised it, until you have told us under clause 7 that a credential is compromised. You must not, and must not permit any person to: exceed or circumvent the published rate limits; use the portal or the API to build, train or benchmark a competing service; scrape, index or bulk-extract data other than through the documented endpoints for the purposes in clause 4; reverse-engineer, decompile or probe the Service, except so far as a law expressly permits and after telling us; introduce malicious code; or give access to any person outside your organisation other than a subcontractor bound by these Portal Terms and for whom you remain responsible. You indemnify us against the loss, damage, cost and expense we suffer from a third-party claim arising from a breach of this clause or of clause 5, on the terms and subject to the limits in clause 10 of Part B.

10. Our liability under these Portal Terms. We supply the portal, the API and the webhooks to you for your business, with reasonable care and skill, but we do not promise that they will be uninterrupted, error-free or free of latency, and we may change them on the notice in clause 4. Subject to any liability that cannot be excluded by law and to liability for death, personal injury, fraud, gross negligence or wilful misconduct, we are not liable to you or to a team member for loss of sales, revenue, profit, data, goodwill or business opportunity, or for indirect or consequential loss, arising from the portal, the API or the webhooks, and our total liability in relation to them in any 12 months is limited to the fees you paid us for them in that period or, if none, A$2,000.

11. Intellectual property and confidentiality. The portal, the API, its documentation, its schemas and the analytics we make available through it are the property of NuPARE or its licensors. You have a non-exclusive, non-transferable, revocable licence to use them for the purposes in clause 4 while the Agreement is on foot, and we grant no other right by implication. API keys, rate limits, roadmaps, non-public documentation, security information and wardrobe intelligence are our confidential information, and clause 7.3 of Part A applies to you and to each team member. Clauses 9, 10 and this clause 11 survive the end of the Agreement.

Schedule 1: Product Compliance Schedule

This Schedule forms part of Part B (clause 3) and, with the necessary changes, of Part C (clause 2 of that Part). It lists the mandatory product-safety, chemical and labelling regimes that apply to fashion goods offered through the Service, by country of sale. It is a list of the regimes, not a substitute for your own compliance advice, and we update it on 30 days' notice.

All markets: no goods made with forced labour (US UFLPA and Tariff Act s 307; EU Forced Labour Regulation (EU) 2024/3015 when applicable; Australian and UK Modern Slavery Acts); no counterfeit goods; no goods subject to a recall or safety notice; CITES-listed skins and materials only with permits, and not at all where Schedule 4 to the Terms of Service prohibits them.