Terms of service

1. Parties, acceptance and these terms

1.1StallsApp (stallsapp.com) (the Platform) is operated by Mighty Projects Pty Ltd (ABN 44 654 198 553), an Australian private company registered in Victoria, Australia (we, us, our). These terms of service (Terms) form a binding legal agreement between us and you, and govern all access to and use of the Platform.

1.2You accept these Terms, and warrant that you have authority to do so, by doing any of the following: creating an account; accessing or using the Platform; submitting a stall application; purchasing a ticket through the Platform; or being added to an organiser's team.

1.3If you accept these Terms on behalf of a company, partnership, incorporated association or other entity, you warrant that you are authorised to bind that entity, and you and that entity are jointly and severally liable under these Terms. References to you include that entity.

1.4You must be at least 18 years old and have legal capacity to contract. We may refuse or terminate access where we reasonably believe this is not the case.

1.5Our Privacy Policy, our pricing page and any plan, order form or written agreement we enter into with you are incorporated into these Terms. Where those documents conflict, the order of precedence is: a signed written agreement, then these Terms, then the pricing page, then any other document.

2. Definitions

2.1In these Terms: Organiser means a person or entity that operates one or more markets through the Platform; Stallholder means a person or entity that applies for or books a stall; Buyer means a person who purchases an entry ticket; User means any of them and any other user of the Platform; Market Terms means an Organiser's own terms, conditions, policies and rules for a market published through the Platform; User Content means anything a User uploads, submits, publishes or transmits through the Platform; Fees means the amounts payable to us under clause 6; and ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

2.2Headings are for convenience and do not affect interpretation. "Including" and similar words are not words of limitation. A reference to legislation includes any amendment or replacement of it. Australian dollars (AUD) is the currency of these Terms unless stated otherwise.

3. What the Platform is, and what it is not

3.1The Platform is software that helps Organisers run markets: publishing markets and market days, receiving and assessing stall applications, taking stall bookings and entry-ticket orders, collecting payment through Stripe, and running market-day tools including QR ticket scanning.

3.2We provide software only. We are not a party to, and take no responsibility for, any agreement between an Organiser and a Stallholder or a Buyer. When you book a stall or buy a ticket, your contract is with the Organiser. The Organiser is the merchant of record for those transactions and the Market Terms apply to them alongside these Terms.

3.3We are not an agent, employee, partner, joint venturer or fiduciary of any User, and nothing in these Terms creates any of those relationships. No User has authority to bind us or to make representations on our behalf.

3.4We do not vet, endorse, screen or verify Organisers, Stallholders, markets, goods, services or listings. Where the Platform collects compliance documents (such as certificates of currency for public liability insurance or food business registrations), it stores and displays them to the Organiser; we do not verify their authenticity, accuracy or currency, and their presence on the Platform is not a representation by us that any person is insured, registered, licensed or compliant. Verifying those matters is the Organiser's responsibility.

3.5Where the Platform draws attention to a compliance document — for example, flagging that a certificate of currency is missing, is due to expire or has expired — it does so as a convenience based on what has been uploaded and on dates entered by the person uploading it. Those prompts may be incomplete, may be wrong, and may not appear at all. They are not a compliance check, and their absence is not confirmation that a Stallholder is insured, registered or compliant. The Organiser remains responsible for satisfying itself of those matters independently.

3.6We do not control and are not responsible for whether a market proceeds, is cancelled, postponed or relocated, the conduct of any Organiser, Stallholder or Buyer, the quality or safety of anything sold at a market, or any loss or injury arising at a market.

3.7The Platform is not exclusive. We may provide the Platform to any person, including competitors of yours, and nothing in these Terms restricts us from doing so.

4. Accounts, access and security

4.1You must provide accurate, current and complete information when creating and maintaining an account, and keep it up to date.

4.2Authentication is by emailed single-use sign-in link, by password, or through a third-party identity provider (currently Google and Facebook) where you choose to use one. Sign-in links are personal and single-use. You must not forward, publish or share them.

4.3You are responsible for all activity that occurs under your account or that of any team member you invite, whether or not authorised by you, and for the acts and omissions of your team members as if they were your own. You must notify us at hello@stallsapp.com immediately on becoming aware of any unauthorised access or suspected compromise.

4.4We may impose reasonable limits on accounts, including limits on storage, file uploads, email volume and request rates, and may apply rate limiting and third-party bot protection to the Platform.

5. Organiser obligations

5.1If you are an Organiser, you warrant and agree that:

1. (a)you hold and maintain all permits, approvals, licences and insurances required to operate your markets, and comply with all laws applicable to them, including work health and safety, food safety and local government requirements;
2. (b)your listings, prices, Market Terms and communications are accurate, not misleading or deceptive, and comply with the ACL, including in relation to cancellations, refunds and fees;
3. (c)you are solely responsible for your Market Terms, for your decisions to accept, refuse, cancel or waitlist any application or booking, and for the reasons you record for those decisions;
4. (d)you are solely responsible for your own tax obligations, including GST or any equivalent consumption tax, and for the accuracy of the tax settings you enter on the Platform. Where the Platform generates a receipt or tax invoice for a stall booking or ticket order, it does so on your behalf and from those settings — you are the supplier on that document, and it is your responsibility to check that it is correct and to issue anything further the law requires of you;
5. (e)you will handle personal information you receive through the Platform in accordance with the Privacy Act 1988 (Cth) and clause 12, and only for the purposes for which it was provided; and
6. (f)you will not use the Platform to collect payment for, or promote, anything unlawful.

5.2You must maintain a Stripe account in good standing and comply with Stripe's terms, including the Stripe Connected Account Agreement. Payouts, holds, reserves and account reviews are matters between you and Stripe.

5.3Before you rely on them, you must check the figures and lists the Platform produces — amounts payable and payable to you, fees, stall and ticket capacity, attendance and run-day sheets — against your own records. Software has faults, and a figure you have not checked is not a figure you should bank, bill or admit a crowd on. Tell us promptly at hello@stallsapp.com if something looks wrong, so we can correct it before it compounds.

6. Fees, subscriptions and taxes

6.1Organisers pay the subscription fees and platform booking fees for their plan as set out on our pricing page. Fees are charged in Australian dollars (A$) at the amounts shown for that plan.

6.2We supply the Platform from Australia, and our fees are inclusive of GST at the applicable rate. We make a tax invoice for platform booking fees available in the Platform for each month in which fees were charged.

6.3Subscriptions are charged in advance and renew automatically each billing period until cancelled. Cancellation takes effect at the end of the current paid period. Except where required by law, Fees already paid are not refundable and are not pro-rated on cancellation, downgrade, suspension or termination.

6.4Platform booking fees apply to stall bookings and ticket orders processed through the Platform, at the percentage for the Organiser's plan. Where the Organiser elects to pass a fee through, it is added at checkout and shown to the Stallholder or Buyer before payment.

6.5Card processing fees are charged separately by Stripe under the Organiser's own Stripe agreement and are not our fees. We do not control them.

6.6You must pay Fees without set-off, deduction or counterclaim. If a payment fails or is overdue we may, without limiting our other rights, retry the payment, suspend the account under clause 15, recover the amount from subsequent transactions processed for you, and charge interest at 2% above the Reserve Bank of Australia cash rate accruing daily, together with our reasonable costs of recovery (including debt collection and legal costs).

6.7You are responsible for any chargeback, reversal, refund or dispute relating to a transaction you process through the Platform, together with any related fee charged by Stripe or by us, and we may recover those amounts from you.

6.8We may change our Fees on at least 30 days' notice. Changes do not apply retrospectively, and take effect for you from the start of your next billing period after the notice. Continuing to use the Platform after that date constitutes acceptance of the change.

6.9Except where these Terms or the law require otherwise, all amounts you pay us are non-refundable.

6.10Manifest error: if a price, fee, discount or total is displayed or charged incorrectly through a fault in the Platform, we may correct it. We are not obliged to honour an amount that was obviously wrong, and nor is an Organiser bound to honour an obviously wrong stall or ticket price displayed to a Stallholder or Buyer through such a fault. Where an incorrect amount has already been charged, the party that received it must refund the difference; where an amount was undercharged, the shortfall may be invoiced or the transaction cancelled and refunded in full. Nothing in this clause limits any right a Stallholder or Buyer has under the ACL.

7. Payments, cancellations and refunds

7.1Payments for stall bookings and ticket orders are processed by Stripe into the Organiser's own Stripe account. We do not hold, receive or handle those funds as principal, and we are not a payment service, deposit-taker, escrow agent or credit provider. Card details are collected and held by Stripe, not by us.

7.2Refunds for stall bookings and tickets are determined by the Organiser and the Market Terms; the Platform provides the tools to issue them. Where an Organiser cancels a market day through the Platform, paid bookings for that day are refunded through Stripe.

7.3A claim for a refund of amounts paid to an Organiser is a claim against that Organiser, not against us. We are not liable to refund amounts we did not receive.

7.4Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the ACL that cannot lawfully be excluded, restricted or modified.

8. Acceptable use

8.1You must not, and must not permit any other person to:

1. (a)use the Platform in breach of any law, or to publish content that is unlawful, defamatory, infringing, misleading, deceptive, obscene, harassing or discriminatory;
2. (b)impersonate any person, or misrepresent your affiliation with any person or market;
3. (c)send unsolicited commercial electronic messages through or using data obtained from the Platform, or breach the Spam Act 2003 (Cth);
4. (d)access, probe, scan or test the vulnerability of the Platform or any related system, breach or circumvent any security or authentication measure, or access data you are not authorised to access;
5. (e)scrape, crawl, harvest, index or otherwise extract data from the Platform by automated means, or extract bulk data (including stallholder or buyer contact details) other than your own records through features we provide;
6. (f)copy, adapt, modify, translate, reverse engineer, decompile or disassemble any part of the Platform, or attempt to derive its source code, except to the extent this restriction is prohibited by law;
7. (g)use the Platform, or information obtained from it, to build, train, benchmark or market a competing product or service;
8. (h)resell, sublicense, rent, lease or otherwise make the Platform available to any third party except as expressly permitted by these Terms;
9. (i)interfere with or place an unreasonable load on the Platform, including by denial-of-service or by automated request volume; or
10. (j)remove, obscure or alter any proprietary notice on the Platform.

8.2Anti-circumvention: where a booking or ticket sale originates through the Platform, you must not divert, structure or settle that transaction off-Platform for the purpose of avoiding our Fees. If you do, we may invoice the Fees that would have been payable and recover them as a debt.

8.3We have no obligation to monitor User Content, but we may review, moderate, refuse, edit or remove any User Content, listing, market or account, at any time and at our discretion, including where we reasonably consider it breaches these Terms or exposes us or any User to risk or liability. We are not liable for doing so, or for not doing so.

9. User Content

9.1You retain all ownership rights in your User Content. These Terms do not transfer ownership of it to us.

9.2You grant us a worldwide, non-exclusive, royalty-free, transferable and sublicensable (to our hosting, storage, email and infrastructure providers) licence to host, store, copy, reproduce, adapt (including for formatting, resizing and delivery), transmit, publish, publicly display and otherwise use your User Content, for the purposes of operating, securing, maintaining and improving the Platform and providing it to you and to other Users who are entitled to see it — for example, publishing a market's public page, or showing an applicant's profile, photos and compliance documents to the Organiser assessing the application.

9.3You warrant that you own or are licensed to use your User Content and to grant the licence in clause 9.2, that it does not infringe any third party's rights, and that any personal information within it was collected lawfully and may be handled as contemplated by these Terms and our Privacy Policy.

9.4The licence in clause 9.2 continues after termination only to the extent necessary for backups, audit and legal record-keeping, and for content you have made public that other Users have legitimately reproduced.

9.5You indemnify us against any claim that your User Content infringes the rights of, or has caused loss to, any person.

10. Our intellectual property, feedback and publicity

10.1The Platform, and all intellectual property rights in it — including its software, source code, design, interfaces, text, graphics, databases, and the StallsApp name, logo and branding — are owned by us or our licensors. All rights not expressly granted are reserved.

10.2Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform for your own internal business purposes for the term of your account. No other licence is granted, by implication, estoppel or otherwise.

10.3You must not use our name, logo or branding except as we permit in writing, or in a way that suggests endorsement or affiliation.

10.4If you give us feedback, suggestions or ideas about the Platform, you assign all intellectual property rights in them to us on creation, and we may use and commercialise them without restriction, attribution or payment to you.

10.5We may use aggregated and de-identified information derived from use of the Platform (information that does not identify you or any individual) for any purpose, including operating, analysing, improving and marketing the Platform and publishing insights about the market sector. We own that aggregated and de-identified information.

10.6We may identify you as a customer and use your business name and logo in our marketing materials and customer lists. You may withdraw that permission at any time by writing to us, and we will stop using them in new materials within a reasonable time.

11. Third-party services

11.1The Platform interoperates with third-party services. Some you choose or contract with directly, currently Stripe (payments) and Google and Facebook (optional sign-in). We also engage service providers for application hosting, database and file storage, email delivery, bot protection and analytics.

11.2Your use of a third-party service may be subject to that provider's own terms and privacy policy, which you are responsible for reviewing. We are not responsible for third-party services, their availability, their acts or omissions, or any loss arising from them, and their inclusion is not an endorsement.

11.3We may add, replace or remove third-party services at any time.

12. Privacy and data protection

12.1We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth).

12.2Where an Organiser receives personal information about Stallholders or Buyers through the Platform, the Organiser handles that information as a separate entity responsible in its own right for compliance with the Privacy Act 1988 (Cth), and not as our agent. As between us and the Organiser, the Organiser is responsible for its own use, disclosure, retention and security of that information, and for responding to any request, complaint or notifiable data breach concerning its own handling of it.

12.3Where we hold personal information on an Organiser's behalf, we will handle it in accordance with these Terms and our Privacy Policy, use reasonable measures to protect it, and only disclose it to our service providers or where required by law.

12.4Each Organiser indemnifies us against any claim, penalty or loss arising from that Organiser's handling of personal information obtained through the Platform in breach of this clause 12 or the Privacy Act 1988 (Cth).

13. Availability, changes and beta features

13.1We aim to keep the Platform available and performing well, but the Platform is provided without any uptime commitment or service level agreement unless we have agreed one with you in writing. Availability depends on third-party infrastructure and the internet, which we do not control.

13.2We may perform maintenance, and may suspend access for maintenance, security or operational reasons. Where practicable we will give reasonable notice of planned maintenance likely to cause material disruption.

13.3We may change, add to, or discontinue any feature of the Platform. Where a change materially reduces functionality you rely on, we will give reasonable notice where practicable. Your sole remedy if you do not accept such a change is to stop using the Platform and cancel your subscription under clause 6.2.

13.4Features identified as beta, preview, trial or early access are provided for evaluation, may be incomplete or unstable, may be withdrawn at any time, and are excluded from any warranty or commitment we would otherwise give.

13.5You are responsible for keeping your own copies of data that matters to you. While we take backups for our own operational purposes, we do not warrant that data can be recovered, and backups are not a substitute for your own records.

14. Disclaimers, liability and indemnity

14.1Certain rights, guarantees and remedies under the ACL and other laws cannot lawfully be excluded, restricted or modified. Nothing in these Terms does so, and this clause 14 applies only to the extent the law permits.

14.2Subject to clause 14.1, the Platform is provided "as is" and "as available", and we exclude all warranties, guarantees, conditions and representations not expressly set out in these Terms, whether express, implied, statutory or otherwise, including as to merchantability, fitness for a particular purpose, accuracy, completeness, security, or that the Platform will be uninterrupted, error-free or free of harmful components.

14.3Subject to clause 14.1, where we supply services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of a non-excludable guarantee is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

14.4Subject to clause 14.1, we are not liable to you for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings, or for any loss or corruption of data, or for any indirect, incidental, special, punitive or consequential loss, however arising (including in contract, tort (including negligence), statute, equity or otherwise), even if we have been advised of the possibility of it.

14.5Subject to clause 14.1, our total aggregate liability to you for all claims arising out of or in connection with these Terms or the Platform is limited to the total Fees you actually paid us in the 12 months immediately before the first event giving rise to the liability, or AUD $100 if you paid us no Fees in that period.

14.6Subject to clause 14.1, we are not liable for any loss arising from: the acts or omissions of any Organiser, Stallholder, Buyer or other User; any market being cancelled, postponed, relocated or run poorly; any dispute between Users; any transaction, refund or chargeback between Users; any third-party service, including Stripe; your failure to keep your own records or to secure your account; or any matter outside our reasonable control.

14.7Our liability is reduced to the extent your act, omission or breach of these Terms caused or contributed to the loss.

14.8You indemnify us and our officers, employees and contractors against all liabilities, losses, damages, penalties and reasonable costs (including legal costs on a solicitor-client basis) arising out of or in connection with: your breach of these Terms or of any law; your User Content; your operation of, or participation in, any market; your Market Terms; any claim by a Stallholder, Buyer or other third party relating to your acts or omissions; and any tax liability that is properly yours.

14.9To the extent permitted by law, you must commence any claim against us arising out of or in connection with these Terms or the Platform within 12 months after you first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Claims commenced after that period are barred.

15. Suspension and termination

15.1You may stop using the Platform at any time and cancel your subscription in the Platform, with the effect described in clause 6.2.

15.2We may suspend or restrict your access to the Platform immediately, with or without notice, where we reasonably believe: you have breached these Terms; a Fee is overdue; your account is being used unlawfully, fraudulently or in a way that risks harm to us, to another User or to the Platform; or we are required to do so by law or by a third-party provider.

15.3We may terminate these Terms and your account: for material breach that is not remedied within 14 days after written notice; immediately, for a breach that cannot be remedied or for any conduct described in clause 15.2; immediately, if you become insolvent, enter external administration or cease to carry on business; or for convenience on 30 days' written notice.

15.4On termination: your right to access the Platform ends; Fees accrued up to termination become immediately payable; and we may delete your account and data in accordance with our Privacy Policy. We will make your data available for export for 30 days after termination on request, except where we are prevented from doing so by law or where the account was terminated for the conduct described in clause 15.2.

15.5We are not liable to you or any third party for any suspension or termination made in accordance with these Terms.

15.6Clauses 2, 6 (in respect of accrued Fees), 9.4, 9.5, 10, 12.4, 14, 15.4, 15.6, 16, 17 and 19, and any other clause that by its nature is intended to survive, survive termination.

16. Confidentiality

16.1Each party must keep confidential the other's non-public information disclosed in connection with the Platform, use it only for the purposes of these Terms, and not disclose it except to personnel and advisers who need it and are bound by equivalent obligations, or where disclosure is required by law.

16.2This clause does not apply to information that is or becomes public other than through a breach of this clause, was already lawfully known to the recipient, or is independently developed without reference to the disclosed information.

17. Disputes, governing law and jurisdiction

17.1A dispute between Users — including any dispute about a booking, a ticket, a refund or the conduct of a market — is between those Users. We are not obliged to mediate or resolve it, and any assistance we choose to provide does not make us a party to it.

17.2Before commencing proceedings against us (other than for urgent interlocutory relief), you must give us written notice at hello@stallsapp.com setting out the dispute and the outcome sought, and the parties must negotiate in good faith for 21 days to resolve it.

17.3These Terms are governed by the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from them, and waives any objection to venue in those courts.

17.4The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

18. Changes to these Terms

18.1We may amend these Terms from time to time. We will publish the amended Terms on this page with an updated version number and effective date.

18.2Where an amendment materially and adversely affects your rights, we will give at least 30 days' notice by email to your account address or by notice in the Platform before it takes effect. Other amendments take effect when published.

18.3Continuing to use the Platform after an amendment takes effect constitutes acceptance of the amended Terms. If you do not accept an amendment, you must stop using the Platform and cancel your subscription before it takes effect.

18.4The version of these Terms in force at the time of a transaction governs that transaction.

19. General

19.1Entire agreement: these Terms and the documents incorporated by clause 1.5 are the entire agreement between the parties about their subject matter, and supersede all prior negotiations, representations and agreements. You confirm you have not relied on any representation not set out in them.

19.2Assignment: you may not assign or novate these Terms without our prior written consent. We may assign or novate these Terms, in whole or in part, to a related body corporate or in connection with a merger, acquisition or sale of all or substantially all of our assets, on notice to you.

19.3Subcontracting: we may use subcontractors and service providers to perform our obligations, and remain responsible for their performance of those obligations.

19.4Severability: if a provision of these Terms is invalid or unenforceable, it is read down to the minimum extent necessary or severed, and the remaining provisions continue in force.

19.5Waiver: a right under these Terms may only be waived in writing, and a failure or delay in exercising a right is not a waiver of it.

19.6Notices: we may give notice to you by email to your account address or by notice in the Platform, and notice is deemed received on the day sent unless we receive a delivery failure. You must give notice to us at hello@stallsapp.com. You consent to receiving notices and documents electronically.

19.7Force majeure: neither party is liable for failure or delay in performing an obligation (other than an obligation to pay money) caused by an event beyond its reasonable control, including natural disaster, epidemic, war, industrial action, failure of telecommunications or of a third-party provider, or government action.

19.8No third-party rights: these Terms do not confer rights on any person who is not a party to them.

19.9Relationship of clauses: each limitation, exclusion and indemnity in these Terms operates independently and survives any failure of an essential purpose of any limited remedy.

19.10Contact: Mighty Projects Pty Ltd (ABN 44 654 198 553), Victoria, Australia. Our registered office address is available from the Australian Business Register at abr.business.gov.au. General enquiries: hello@stallsapp.com. Legal notices: hello@stallsapp.com.