Esther Marketplace Agreement Schedules

Schedule 1: ESTHER Fulfilment Policy

 

  1. Performance Expectations

ESTHER expects that all Retail Partners will consistently demonstrate excellent performance with regard to the overall ESTHER Customer experience. Performance metrics and targets should be considered when entering into this Agreement for the ESTHER Marketplace. In order to maintain a great ESTHER Customer experience, every effort should be made to provide fulfilment information and maintain operational settings that provide specific delivery days as opposed to delivery date ranges. This objective can be achieved by providing specific shipping methods (e.g. Australia Post) as opposed to general service levels. In order to ensure a positive ESTHER Customer experience, ESTHER typically expects orders to be delivered to ESTHER Customers within 3 business days or less from order placement. 

ESTHER has defined performance metrics and targets below that illustrate the performance expectations that we have for our Retail Partners.

  • Orders Shipped On Time Rate
    •
        • This metric is defined as the percentage of orders that have a first scan by the shipping carrier < 24 hours after the expected ship date (as determined by the order processing time and operating days set by the Retail Partner).
        • Performance Expectation: > 99.3%.
  • Orders Delivered On Time Rate
    •
        • This metric is defined as the percentage of orders delivered on time.
        • This metric is an indication of overall delivery promise performance.
        • Performance Expectation: > 98.7%.
  • Order Processing Time
    •
        • This metric is defined as the time to process and fulfil the order (pick/pack/ship).
        • The typical Retail Partner will fulfil the same day or within 1 business day.
  • Retail Partner Order Defect Rate
    •
        • This metric is defined as portion of orders that have a defect due to the Retail Partner (e.g. wrong item shipped, or poorly packed damaged items, etc.)
        • Performance Expectation: < 2%.
      1. Settings and Guidelines
    1. Inventory Update Frequency
      2.
          • This metric is defined as the frequency that the ESTHER platform will retrieve available inventory quantities from your platform.
          • Performance expectation: The ESTHER platform will retrieve inventory quantities daily.
          • There is no limit to the number of times per day ESTHER may update inventory quantities.
          • Shipping Definitions and Tracking Requirements
          • ESTHER defines an order as 'shipped' when it has been delivered to the shipping carrier or provider and is en route to the ESTHER Customer.
          • ESTHER expects all Retail Partners to work with reliable logistics providers that are able to provide accurate carrier information and a valid package tracking number at the time of shipment. For a tracking number to be valid, it must be recognized on the carrier website at the time of shipment and provide accurate information during transit.
    2. Packaging Guidelines
      3.

      ESTHER expects all Retail Partners to maintain high quality standards regarding how products are packed and delivered. Items should be placed in appropriately sized boxes and packed in such a way to prevent damage.

      1. Performance Management Process

      ESTHER will monitor the performance of each Retail Partner on an ongoing basis, with the objective of assessing each Retail Partner's ability to meet our service promise to ESTHER Customers. When reviewing Retail Partner performance, ESTHER will consider a variety of factors:

        • Adherence to the ESTHER performance expectations outlined above.
        • Adherence to expected service levels as defined by the Retail Partner in their operational configuration.
        • Evaluation of ESTHER performance metrics relative to other Retail Partners in similar categories.

      If a Retail Partner fails to meet these expectations, ESTHER may communicate these issues and work with the Retail Partner to develop an action plan. ESTHER may recommend that the Retail Partner set new service levels or automatically adjust them. ESTHER will continue to closely monitor performance for desired improvement. ESTHER reserves the right to choose to suspend the Retail Partner's access to and use of the ESTHER Marketplace. If the performance issue significantly impacts the ESTHER Member experience, ESTHER may suspend the Retail Partner's access without advance notice.

      1. Retail Partner Order Defect Rate (Explanation)

      ESTHER recognizes that select order defects may be due to the fault of the Retail Partner or the shipping carrier. ESTHER will take these into consideration when evaluating the order defect rate.

      In general, ESTHER will attribute the following types of order defects to the Retail Partner:

        • Damaged, defective or broken items
        • Incomplete orders 
        • Missing or wrong items
        • Late or lost shipments

      Schedule 2: ESTHER Retail Partner Returns Policy

       

      ESTHER strives to take the hassle out of returns for both Retail Partners and ESTHER Customers. ESTHER will direct any return requests for Retail Partner supplied product to the Retail Partner. We will provide appropriate contact information on our website and ESTHER Customer Care assist where applicable should the Retail Partner fail to process the return in an appropriate manner/time. The ultimate responsibility for returns and refund processing lies with the Retail Partner.

      If a Retail Partner fails to conduct the returns process in a way that is accommodating to the ESTHER Customer then ESTHER reserves the right to terminate this Agreement with the Retail Partner. 

      1. Return Processing

      ESTHER Customers can initiate the return of products for up to 90 days after product delivery. Relating to this timing, and to ensure an appropriate ESTHER Customer experience, our Retail Partners must accept returns at their facilities for up to 60 days after the product delivery date (this excludes items on the list of Non-Returnable Products and Product Categories and other items specifically agreed to by ESTHER and the Retail Partner). Returns arriving after 60 days from product delivery can be either accepted and approved or returned to the sender at the Retail Partner's discretion.

      1. Performance Expectations

      In order to ensure a positive ESTHER Member experience, ESTHER expects that all Retail Partners promptly review and process returns. 

      1. Returns Processing Time
        • This metric is defined as the percentage of ESTHER returns that are processed and completed within 2 business days after receiving the returned item (and not from the date the ESTHER Customer posts the return).
        • Performance Expectation: >99.0% for 2 business days. 
        • ESTHER provides the below information to ESTHER Customers relating to processing time of refund/gift vouchers. These time expectations provided to Customers will also apply to the refunds of your products, unless otherwise agreed in writing between you and ESTHER. 

      AUSTRALIAN ORDERS: Please allow up to 2 weeks from the day you post your return for your account to be refunded (Refunds processed through PayPal can take a further few days to completely transfer). 

      INTERNATIONAL ORDERS: Please allow up to 4 weeks from the day you post your return for your account to be refunded (Refunds processed through PayPal can take a few days to completely transfer). 



      Schedule 3: ESTHER Pricing, Settlement and Commissions Policy

       

      1. Pricing

      ESTHER will take a net commission ("Commission Fee") from each order excluding any ESTHER product and shipping costs. 

      Shipping will be calculated at checkout, you will not be able to add shipping fees to products in efforts to reduce cart abandonment.

    3. Should your account balance on a given settlement day be negative (meaning that you owe ESTHER money), ESTHER reserves the right to offset any future payments to you by that negative balance amount, or to invoice you for that amount.
      4.

      It is your responsibility to provide accurate banking information. ESTHER is not responsible for any delays in payment to you that result from inaccurate banking.

    4. You will be paid through Stripe Payment Provider: ESTHER will process moneys owing to you 1 day after fulfilment of an order.
      5.
        1. Commissions

        When you sell an item on the ESTHER Marketplace to ESTHER, ESTHER will collect from you the Commission Fee ("Commission"). That Commission is calculated as follows (any terms in bold are further defined below):

        The Commission Fee is calculated by ESTHER based on the total order. The Commission Fee for Afterpay is not deducted from the vendor. In the event that an order is refunded or cancelled (including in accordance with Schedule 2 of this Agreement), ESTHER is entitled to withhold 50% of the Commission Fee (such that the Commission Fee withheld by Esther in the event of a refunded order will be reduced to 10%) in consideration for the efforts and work invested by ESTHER, unless otherwise agreed in writing by both parties to this Agreement.

        For any item sold on ESTHER, the payout amount = the "Order Amount (incl tax)" - "Shipping/ESTHER Product" = "Total Remaining" * "Commission Fee" = "Total Pay Out"

         

        1. Buy Now, Pay later Method 

        In the interests of flexibility and ease for ESTHER Customers, ESTHER offers Customers the Afterpay Method, allowing Customers to pay for orders in instalments. 

        You agree that any Afterpay Method available to ESTHER Customers will be equally available to the sale of your products via the ESTHER Marketplace and any payment made to you by ESTHER under this Agreement will be delayed accordingly.



        Schedule 4: ESTHER Product and Listing Policy

         

        1. ESTHER-Maintained Product Catalogue 

        ESTHER maintains a curated product catalogue and search experience on the ESTHER Marketplace in order to ensure a clean, ESTHER customer-friendly shopping experience. ESTHER has sole discretion to determine which products, product categories, and brands will appear in general (i.e. non-product or brand-specific). 

        As a result of this curation process, specific products that do not meet ESTHER's standard of quality, or products that are prohibited by ESTHER, will not be available for listing on the ESTHER Marketplace. For items that did not meet the criteria to be available on the ESTHER Marketplace, the Retail Partner has the option to submit an appeal to ESTHER and the item may be reconsidered.

        1. ESTHER Product Listing Requirements

        ESTHER Retail Partners that want to list their items on the ESTHER Marketplace are required to provide ESTHER with a list of products and product information for those items. ESTHER requires that Retail Partners provide complete information for each item listed on ESTHER.com.au and encourage our Retail Partners to provide high quality data to ensure a positive consumer experience.

        Unless otherwise agreed in writing between the parties, ESTHER will obtain information to publish on the ESTHER Marketplace about your products via your online store. Any costs associated with the connecting of the ESTHER Marketplace and your website will be payable by you. You agree to promptly reimburse ESTHER for any costs reasonably incurred by ESTHER in the connection and maintenance of a connection between your website and the ESTHER Marketplace. 

        1. Licenses and Intellectual Property

        You, the Retail Partner, grant ESTHER a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Product Content provided or made available by you to ESTHER. "Product Content" means the materials describing or depicting the products listed by you on the ESTHER Marketplace, including product information and descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your products. You represent that your Product Content does not violate another party's intellectual property rights.

        You acknowledge that given the nature of the ESTHER Marketplace, ESTHER may use the Product Content in whole or in part on the ESTHER Marketplace, including in connection with the listing via a different Retail Partner of a product that you have submitted. Nothing in this Policy will impair ESTHER's rights under applicable law to list and display products without a license.

        1. Product and Listing Guidelines

        ESTHER requires that all Retail Partners adhere to a high standard of quality regarding the products that they list on the ESTHER Marketplace and the related Product Content that they provide.

        All Retail Partners should be authorized to sell the products that they list on the ESTHER Marketplace. Retail Partners must also comply with the following:

          • Items are accurately represented in listings and listing photos.
          • All items and Product Content provided are legal and in compliance with Australian state and federal regulations.
          • All items listed for sale must be authentic. ESTHER will not allow any counterfeit product to be sold on the ESTHER Marketplace.
          • ESTHER reserves the right to prohibit any product or product description that infringes on another's intellectual property, including any "knock-off" products. Retail Partners are responsible for ensuring that their products on the ESTHER Marketplace have all appropriate intellectual property rights, including any licenses. ESTHER reserves the right to make judgments about whether or not a listing is appropriate.
          • All items listed on ESTHER are expected to be professionally manufactured products. 
          • All items are presented in good taste as to not offend our ESTHER Customers and do not promote, support or glorify illegal activities or hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views.
          • ESTHER reserves the right to remove any item(s) from the ESTHER Marketplace that it deems, in its sole discretion, are not in accordance with this Agreement. 
        1. Prohibited Products on the ESTHER Marketplace

        ESTHER prohibits the sale on the ESTHER Marketplace of certain products, including those products that are:

          • illegal, including products that ESTHER believes are intended to produce an illegal product or undertake an illegal activity,
          • unsafe, see many of the products listed below, or
          • offensive, such as products that promote or glorify hatred, violence, racial, sexual or religious intolerance.

        Additionally, ESTHER may prohibit the listing of items on the ESTHER Marketplace that are or may be legal, but are either highly regulated or do not meet ESTHER's vision for the ESTHER Marketplace (in both cases, as determined by ESTHER in its sole discretion).

        1. Compliance with Consumer Product Laws

        Each Retail Partner is solely responsible for ensuring and verifying that all of its products listed on the ESTHER Marketplace comply with applicable federal and state laws, including cautionary statements in product descriptions. Retail Partners should familiarize themselves with federal and state laws and regulations applicable to consumer products, and contact and work closely with their suppliers to ensure that all products sold are compliant with all applicable laws. Each Retail Partner is also responsible for updating its Product Content as necessary over time to comply with any applicable new legal requirements.

        1. Handling of Product and Listing Policy Violations

        ESTHER takes its product listings seriously, and will always reserve the right to modify our policies at any time. In instances where we believe a Retail Partner is either inadvertently or intentionally not acting in a manner consistent with these policies, we will first strive to work together to correct the specific issue. ESTHER reserves the right to terminate any product listing that violates our policies (in ESTHER's sole discretion) and, if the violating product comes into ESTHER's possession, destroy the product. Ongoing violations of this Product and Listing Policy may result in ESTHER revoking the privilege to sell via the ESTHER Marketplace. If appropriate, ESTHER will also take legal action against a Retail Partner that violates this policy.