SayCooee helps Australian businesses, producers, makers and suppliers connect directly with organised community demand.
Community Buys bring individual orders together into one larger, more predictable order. SayCooee helps bring the demand together, promotes the Community Buy, collects orders and payments and keeps the community informed. You fulfil the confirmed Community Buy.
There are no joining fees or ongoing subscription fees for participating as a SayCooee Supplier unless otherwise agreed. SayCooee earns a Platform Fee when a Community Buy is successfully completed.
Most importantly, once you approve a Community Buy offer and the agreed minimum threshold is reached, the Community Buy is confirmed and both sides are expected to honour it.
This Agreement explains how we work together.
This Agreement applies to businesses, producers, makers and other suppliers ("Suppliers") participating in Community Buys through SayCooee.
By creating a Supplier account, submitting or approving a Community Buy offer, or participating in a Community Buy, you agree to this Agreement.
This Agreement operates together with the SayCooee Terms of Use, Community Buy Terms and Privacy Policy.
If you do not agree to this Agreement, you should not participate as a Supplier.
To participate as a Supplier, you must:
SayCooee may request information reasonably necessary to assess or maintain your Supplier account.
SayCooee may approve or decline a Supplier application at its reasonable discretion.
Being accepted as a SayCooee Supplier does not mean SayCooee independently guarantees, certifies or endorses your business or products.
Your Supplier Profile may include:
You confirm that information and content you provide is accurate, current and not misleading or deceptive.
You must have the right to provide any photographs, logos, text or other content submitted to SayCooee.
A Community Buy may originate from:
SayCooee and the Supplier will agree the material terms of the Community Buy before it opens for customer orders.
Before a Community Buy goes live, the Supplier must approve the material terms of the offer. These may include:
The Supplier is responsible for checking these details carefully before approval.
Once approved and live, material changes require SayCooee's agreement.
When you approve a Community Buy offer, you confirm that:
Approval of an offer is a genuine commercial commitment.
Community Buys generally operate as follows:
The exact process may vary where this is disclosed and agreed for a particular Community Buy.
If the agreed MOQ or other threshold is not reached by the closing date, the Community Buy will ordinarily not proceed.
Neither SayCooee nor the Supplier is required to proceed with that Community Buy.
SayCooee and the Supplier may agree to extend the campaign or propose a different offer, but customers will not be committed to materially different terms without their agreement.
SayCooee does not guarantee that any Community Buy will achieve its threshold or generate a minimum level of sales.
A Community Buy becomes confirmed when the agreed threshold and other applicable conditions have been satisfied and SayCooee confirms that the Community Buy will proceed.
Once confirmed, the Supplier must honour the Community Buy.
The Supplier must provide the confirmed:
A Supplier must not cancel a confirmed Community Buy simply because demand was higher or lower than anticipated, market prices have changed, the Supplier could sell the product elsewhere for a higher price, or the Supplier has otherwise changed its mind.
The Supplier should therefore only approve a Community Buy where it is reasonably confident it can fulfil the offer if the agreed threshold is reached.
We recognise that genuine unexpected events happen, particularly for producers dealing with agriculture, weather, transport, seasonal products and supply chains.
If circumstances genuinely outside the Supplier's reasonable control make fulfilment impossible or materially affect the Community Buy, the Supplier must notify SayCooee as soon as reasonably practicable.
The Supplier and SayCooee will work together in good faith to determine an appropriate solution. Depending on the circumstances, this may include:
This clause does not permit a Supplier to cancel merely because fulfilling the Community Buy has become less commercially attractive.
The Supplier is responsible for:
If you supply food or beverages, you are also responsible for complying with applicable food safety, labelling, council, storage and food-handling requirements.
Suppliers are responsible for providing legally required and materially relevant information concerning their products. Where applicable, this includes:
SayCooee may reproduce or format information supplied by you for use on the Platform.
You remain responsible for the accuracy of the underlying product information you provide.
Community Buy pricing must be genuine and offered in good faith.
You must not artificially increase the ordinary price of a product in order to create a misleading impression of a Community Buy discount or saving.
Once a Community Buy is confirmed, its confirmed price must be honoured.
Nothing in this Agreement requires every Community Buy to be the cheapest price at which you have ever sold the product. However, representations made about value, discounts or savings must be accurate and not misleading.
Participation in SayCooee does not prevent you from operating your normal retail, wholesale, online, market, farm-gate or other sales channels.
Customers remain free to independently purchase directly from your business outside a SayCooee Community Buy.
SayCooee does not claim ownership of your customers generally.
Our Fair Partnership provisions below relate specifically to organised community demand and relationships generated through SayCooee.
SayCooee invests time, technology, marketing and resources in building community participation, identifying demand, introducing Suppliers and facilitating Community Buys.
Suppliers agree not to knowingly use relationships or organised buying groups introduced through SayCooee for the primary purpose of avoiding applicable SayCooee Platform Fees. In particular, you must not knowingly:
This does not prevent:
This clause is intended to protect the value created by SayCooee without preventing ordinary competition or normal customer choice.
Unless otherwise agreed, there is no joining fee or ongoing subscription fee simply to participate as a SayCooee Supplier.
SayCooee charges a Platform Fee when a Community Buy is successfully completed.
The applicable Platform Fee will be disclosed or agreed before the Supplier approves the Community Buy.
The Platform Fee may be calculated as a percentage of Community Buy sales, a fixed amount or another agreed structure.
SayCooee may change its standard Platform Fees from time to time, but a change will not retrospectively alter the fee agreed for a Community Buy that is already live or confirmed.
SayCooee may offer optional paid services in addition to Community Buys. These may include:
Participation is optional unless otherwise agreed.
Prices and terms will be provided before purchase.
Purchasing promotional services does not guarantee Community Buy sales or customer demand.
SayCooee may from time to time offer Supplier or Community Partner programmes. Benefits may include:
Eligibility criteria and benefits may change over time.
Additional terms may apply to particular programmes.
SayCooee may collect customer payments in connection with Community Buys.
Following successful fulfilment of a Community Buy, SayCooee will pay the Supplier the amount due after deducting applicable amounts, which may include:
Payment timing and any applicable payment conditions may be specified through the Platform or agreed with the Supplier.
You are responsible for maintaining accurate payment and banking details.
Customers retain rights available under Australian Consumer Law.
Where a product is defective, unsafe, materially different from its description or otherwise fails to comply with applicable consumer guarantees, the Supplier remains responsible for remedies required in relation to the product.
SayCooee may facilitate communication, refunds and other remedies with customers.
Where SayCooee refunds a customer because of a Supplier-related failure, SayCooee may deduct or recover the corresponding amount from money owing to the Supplier where reasonably attributable to that failure.
SayCooee will not recover from the Supplier a refund arising solely from a matter for which SayCooee is responsible.
Failure to fulfil a confirmed Community Buy without reasonable justification is a serious breach of this Agreement.
Where this occurs, SayCooee may reasonably:
SayCooee will take the circumstances of the failure into account, including whether the event was genuinely outside the Supplier's reasonable control.
SayCooee may provide the Supplier with limited customer information reasonably required to fulfil a Community Buy. Depending on the fulfilment arrangement, this may include information such as:
Customer information provided through SayCooee must only be used for the purpose for which it was supplied unless the customer separately consents to another use or another lawful basis applies. You must not automatically:
You must take reasonable steps to protect customer information and comply with applicable privacy laws.
You retain ownership of your business name, trademarks, logo, images, product information and other Supplier content.
You grant SayCooee a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, format and promote that material for the purposes of:
You confirm that you have the right to grant this permission.
SayCooee may promote participating Suppliers and Community Buys through the Platform and other SayCooee marketing channels.
This may include websites, email, newsletters, search, social media and other promotional channels.
SayCooee does not guarantee a particular level of exposure, customer demand, orders or sales.
You are responsible for maintaining insurance appropriate to your business, products and activities.
SayCooee may reasonably request evidence of licences, registrations, insurance or other compliance information relevant to products being offered through the Platform.
You must notify SayCooee if a licence, registration or authorisation required to supply your products is suspended, cancelled or materially restricted.
You must notify SayCooee promptly if you become aware of:
You must cooperate with SayCooee in communicating relevant information to affected customers.
The Supplier remains responsible for its obligations relating to product recalls and product safety.
SayCooee is responsible for operating and administering the Platform services it provides in connection with Community Buys. Depending on the Community Buy, we may:
While SayCooee actively works to build participation, we do not guarantee any minimum number of customers, orders, revenue or sales.
The Supplier operates as an independent business.
Nothing in this Agreement creates an employment, partnership, joint venture, franchise or agency relationship between SayCooee and the Supplier.
Neither party may represent that it has authority to bind the other unless expressly authorised in writing.
Nothing in this Agreement excludes, restricts or modifies rights or liabilities that cannot lawfully be excluded or limited.
To the maximum extent permitted by law, SayCooee is not responsible for:
The Supplier is not responsible for losses caused solely by SayCooee's own breach, negligence or Platform operations.
SayCooee may temporarily suspend a Supplier account or Community Buy where reasonably necessary because of:
Where appropriate, SayCooee will give the Supplier an opportunity to respond or rectify the issue.
Either party may end its ongoing participation by giving written notice.
Ending the Agreement does not automatically cancel:
SayCooee may terminate a Supplier's participation immediately for a serious breach, unlawful conduct, significant safety risk, fraud or repeated unjustified failure to fulfil confirmed Community Buys.
SayCooee may update this Agreement from time to time.
Material changes will apply prospectively and will not retrospectively alter the agreed commercial terms of a Community Buy already live or confirmed.
Where appropriate, SayCooee will take reasonable steps to notify Suppliers of material changes.
This Agreement operates together with the:
Where there is an inconsistency relating specifically to a Supplier's obligations, this Supplier Agreement prevails.
This Agreement is governed by the laws of New South Wales, Australia.
The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
If a provision is found to be invalid or unenforceable, it will be severed to the extent necessary and the remaining provisions will continue to apply.
Questions about this Agreement can be sent to:
hello@saycooee.com.au
SayCooee
ABN 52 976 893 113
Sydney, New South Wales, Australia