a) Sound Bunker understands that many of its customers promote products In-store and on the Internet and that the use of the Internet to research or buy products has become prevalent with end-users. By allowing certain Products to be sold on the Internet and restricting the sale and advertising of other of the Products under this Internet Trade Policy, Sound Bunker is seeking to ensure that:
i) the end-users of the Products are not harmed by the Products, including so that use of the Products does not cause any adverse health outcomes or safety risks to the end-user;
ii) the Products are installed by qualified or professionally trained installers;
iii) the end-users of the Products receive professional presales advice, education and recommendations for the appropriate intended use, safe handling and care of the Products from trained representatives; and
vi) its brand integrity, value and reputation is protected by ensuring the Products are advertised and sold consistent with their intended use and high standards of sale and technical support provided by its representatives at the point of sale.
The objectives and core brand values of Sound Bunker are best met by our authorised Customers, who have been professionally trained in the Products, to ensure that the end-user receives a consistent high standard of care and advice for their safe use of the Products. These are the key reasons Sound Bunker require the Customers to adhere to this Internet Trade Policy.
b) This Internet Trade Policy set out Sound Bunker‘s terms and conditions for the marketing, advertising or sale of the Products on the Internet by the Customer and these terms and conditions apply without exception and supersede any and all other terms and conditions relating to the marketing, advertising or sale of the Products on the Internet by the Customer.
c) any breach of this Internet Trade Policy may result in termination of any Agreement.
d) this Internet Trade Policy provides important terms by which our Products may:
i) be sold or advertised on the Internet and how the Customer may do so; and
ii) be sold only from an Authorised Location by a Customer.
Capitalised terms used in this Internet Trade Policy are as defined below:
Advertised Products means all Sound Bunker Products (including any spare parts for those Products) that Sound Bunker has authorised the Customer to market, promote, advertise and sell only from an Authorised Location, and which may be advertised but not sold on the Internet via an Approved Platform, as varied by Sound Bunker from time to time;
Approved Customer Website has the meaning given to that term in clause 5(a);
Approved Non E-Commerce Platform has the meaning given to that term in clause 5(a);
Approved Platforms means collectively the Approved Customer Website, Approved Non E- Commerce Platform and Approved Third Party Online Platform;
Approved Third Party Online Platform means eBay, Gumtree, Amazon or any other similar online e-commerce platform, excluding Approved Non E-Commerce Platform;
Authorised Location means an authorised Retail Location, any authorised mobile vehicle or any other location or facility, approved in writing by Sound Bunker from time to time;
Commencement Date means 1 May 2021;
Current Internet Trade Policy means this Internet Trade Policy as amended from time to time as referred to in clause 12;
Customer means you as the relevant Sound Bunker customer of the Products;
Direct or Digital Mail means promotional material (including flyers, brochures, catalogues or similar) sent to consumers via post or email or similar delivery method;
Sound Bunker means Sound Bunker Pty Ltd ABN 43 640 529 782 trading as Sound Bunker, and any of their subsidiaries, Associated Entities and Related Entities;
Sound Bunker Internet IP means any of Sound Bunker's Intellectual Property, the Marketing Materials, the Sound Bunker Trade Marks, the Sound Bunker Customer Portal, Product specifications, technical information, images, logos, banners and any other information authorised by Sound Bunker or contained in the Sound Bunker Brand Guide or a Sound Bunker Online Campaign for use in the marketing, advertising or selling of the Products or as otherwise created by, licenced to or used by Sound Bunker from time to time;
Sound Bunker Online Campaign means any Sound Bunker promotional, marketing or advertising campaign via the Internet, in connection with the Products;
Sound Bunker Portal means a Sound Bunker Internet website based portal, established by Sound Bunker, which the Customer is authorised to access by Sound Bunker from time to time;
Internet means the worldwide web of linked computers, including any private or proprietary network that connects to the worldwide network through bridges, gateways or other device;
Internet Trade Policy means this policy and includes any schedule, annexure, attachment, appendix or exhibit to it;
Internet Products means all Sound Bunker Products that Sound Bunker has authorised the Customer to market, advertise and sell on the Approved Customer Website and/ or Approved Third Party Online Platform, which may be varied by Sound Bunker from time to time;
In-Store means any Retail Location from which a Product is sold by a Customer to an end-user in accordance with the terms of the Agreement; and
Products means all Sound Bunker Products sold to the Customer for on-sale by the Customer.
This Internet Trade Policy come into operation from the Commencement Date and the Customer must comply with the terms and conditions of this Internet Trade Policy, unless otherwise agreed by Sound Bunker in writing.
4. Customer Product Offers
The Customer may request Sound Bunker's approval, and Sound Bunker may authorise the Customer, to market and advertise Products on an Approved Platform to consumers in Australia only on the terms of this Internet Trade Policy.
5. Approved Customer Websites and Platforms
a) The Customer must obtain Sound Bunker's prior written approval for each website(s) and domain name(s) or online platforms or marketplace, which the Customer owns, controls and/or intends to use to market, advertise or sell a Product (“Approved Customer Website”). even if that site does not have e- commerce sale capabilities, including Facebook, Instagram, Google Shopping and other like platforms or marketplaces (“Approved Non E-Commerce Platform”).
b) Sound Bunker may refuse to approve a Customer’s website(s) and domain name(s) or platforms or those of any third party used by the Customer in relation to the Products.
c) The Customer acknowledges that any approval granted under this Internet Trade Policy remains at Sound Bunker's absolute discretion and any approval may be withdrawn by Sound Bunker on thirty (30) days’ notice in writing to the Customer.
d) The Customer must not market, advertise, offer to sell or sell any Sound Bunker from any other website(s) or platform(s), other than the Approved Platforms, without the prior written consent of Sound Bunker, which it may withhold in its absolute discretion.
e) Where the Customer has commenced the marketing, advertising or offering for sale any Sound Bunker Product from a website(s) or platforms without Sound Bunker's consent, Sound Bunker may at its absolute discretion, provide the Customer with seven (7) days’ notice in writing requiring the Customer to discontinue using the website(s) or platforms for these purposes.
6. Advertised Products on the Approved Platforms
Where Sound Bunker has provided its approval in accordance with clause 5(a), the Customer will be allowed to market and advertise and promote any Sound Bunker Products on the Approved Platforms, the Customer must:
a) ensure that any advertisements or marketing material featuring the Products must firstly be approved by Sound Bunker.
b) NOT mention a price
c) ensure that any Sound Bunker Products are available for purchase at the Authorised Location(s).
For the avoidance of any doubt, the Customer must not offer to sell or sell any Sound Bunker Products over the Internet.
7. Direct Mail or Digital Mail
a) The Customer may send Direct or Digital Mail which markets, advertises, offers to sell Products to clients whose contact details have been acquired and maintained in a customer database (“Customer Database”) and clients in that database have opted to receive marketing material
b) Direct or Digital Mail, may be sent to the entire client database of the Customer.
8. Bundled Products
The Customer is strictly prohibited from bundling of Sound Bunker and any other Products for advertising and selling online, without obtaining the prior written approval from Sound Bunker, which approval Sound Bunker may withhold in its absolute discretion.
9. Sub-distributors and Customers
The Customer must not on-supply any Sound Bunker Products to any third party where:
a) the third party has an e-commerce website that has not been approved by Sound Bunker; or
b) does not have an Authorised Location.
10. Consequences of Breach of this Internet Trade Policy
If the Customer breaches or fails to comply with any of its obligations under this Internet Trade Policy,
Sound Bunker may impose one of the following sanctions for such breach or failure:
a) have their payment terms (if any) shortened and/or their trade discounts lowered; or
b) terminate any Agreement.
11. Sound Bunker Internet IP and Domain Names
a) The Customer must only use the Sound Bunker Internet IP on the Approved Platforms, in accordance with this Internet Trade Policy.
b) The Customer must obtain Sound Bunker's consent in writing prior to using the Sound Bunker Internet IP, which consent may be withheld in Sound Bunker's absolute discretion.
c) The Customer must not change, modify or alter the Sound Bunker Internet IP without the prior written approval of Sound Bunker, which may be withheld by Sound Bunker at its absolute discretion.
d) The Customer must not register or otherwise use a domain name or digital brand of any sort which:
i. is similar to or deceptively similar to the Sound Bunker Products;
ii. infringes any of the Sound Bunker Products;
iii. is likely to cause confusion in the market place or otherwise is registered in bad faith towards Sound Bunker; or
is likely to mislead or deceive a purchaser or any other party to believe that the domain name is associated, affiliated or connected to Sound Bunker.
12. Variation of this Internet Trade Policy
Sound Bunker may vary the terms and conditions of this Internet Trade Policy and its schedules, from time to time and the Customer agrees to be bound by all such amendments, and will be deemed as accepted, upon:-
a) Sound Bunker posting a copy of the Internet Trade Policy:
a. to the Customer’s postal address as provided by the Customer to Sound Bunker under the Agreement; or
b. by email to the email address provided by the Customer to Sound Bunker under the Agreement; or
c. on a Sound Bunker Website; or
d. on a Sound Bunker Portal,
(Current Internet Trade Policy); and
b) The Customer continuing to:
a. market, advertise or sell Products on Approved Platforms; and/or
b. purchase Products from Sound Bunker after the Current Internet Trade Policy has been published by Sound Bunker on a Sound Bunker Portal.
If the Customer notifies Sound Bunker in writing that it does not accept the Current Internet Trade Policy, Sound Bunker may give the Customer reasonable notice of termination of the Agreement.