ONTHEGO GROUP PTY LTD
Services Agreement – OTG Stores
1. TERMS OF OTG STORES USE
Your use of this Service indicates your acceptance of these Terms and agreement to be
bound by them. Acceptance of these Terms creates a binding contract between you and the
Company whereby you agree to use OTG Stores only in accordance with these Terms. If you
have questions about these Terms, please contact Customer Service. Your use of the
Services is entirely conditioned on and subject to your compliance with these Terms. If you do
not agree with these Terms, do not access or use the Services.
Please read and carefully review these Terms, as they form a legally binding agreement
between you and the Company.
On behalf of its customers (in this agreement, “you”), ONTHEGO Group Pty Ltd (trading
as ONTHEGO Sports) (“ONTHEGO”) facilitates the marketing and sale of designs on
physical products and arranges for manufacture and delivery of physical products to your
customers (“end consumer”).
You wish to use ONTHEGO’s services to facilitate marketing and sale of your designs on
a physical product and to arrange for manufacture and delivery of the physical product
("your product") to the end consumer. To do so, you must set up a webstore through the
OTG Stores platform, store.otgcustom.com ("the website"). ONTHEGO agrees to
provide these services on the terms set out in this agreement.
3.1. The Company provides a range of services including a hosted web based ecommerce store setup to facilitate the resale of apparel (the “Webstore”) which,
among other things, enable the Customer to publish apparel designs and receive
the benefits of the Company’s facilitation of product fulfilment, including payment
processing, customer services, third party product manufacturing.
3.2. The Customer acknowledges and agrees that the digital content on the Website
may be information, text, data, graphics, images, photographs, sound, video,
music or any other material posted online by users. Any content that the
Customer uploads into the Webstore builder is described in the Webstore as
“your webstore”. Any such content may be viewed by all users of the Website
once the Customer elects to publish it. If the Customer decides to place an
order, then the Company will forward the instructions to third parties who will
manufacture and ship the physical product in the form specified by the
3.3. The Customer may offer its designs for sale as a physical product on the
Website by appointing the Company as its agent to facilitate the transaction on
the terms set out in this Agreement. By agreeing to these terms, the Customer
expressly agrees to the terms of the Services Agreement, which will apply from
the date on which the Customer offers its designs for sale on the Webstore.
3.4. You agree that ONTHEGO is free to act in any capacity for any other person
interested in promoting, marketing and obtaining orders from members of the
public for the purchase of their arts over the website, including any art that is the
same as, or similar to, your products.
4. LICENSE AND STANDING INSTRUCTIONS
4.1. You grant ONTHEGO a non-exclusive royalty free license to use your intellectual
property relating to your products for the purpose of enabling us to carry out the
4.2. You hereby instruct ONTHEGO to facilitate the sale of your product which
includes payment, processing and arranging for manufacturing your product(s) in
respect of the orders placed by the customers via the website and ONTHEGO
will facilitate such payment, and manufacturing in accordance with reasonable
business practices unless you otherwise instruct prior to the placement of that
order by a customer.
5. USER CONDUCT
• You may not use the Website to process Prohibited Content. “Prohibited Content”
includes, but is not limited to, Content or other material that:
• Is abusive, deceptive, pornographic, obscene, defamatory, slanderous, violent,
offensive, constitutes hate speech or is otherwise inappropriate;
• Consists of copyrighted material used without the express permission of the owner
or material that has been altered so that the copyright, trademark or other
proprietary notice is removed;
• Violates or otherwise encroaches on the rights of others including, but not limited to,
intellectual property, privacy, publicity or privacy rights;
• Contains viruses, worms, corrupt files, Trojan horses or other forms of corruptive
code, or any other content which may compromise the Services (collectively
• Advocates illegal activity;
• Violates any law or regulation;
• Harms or advocates harm against anyone, including minors; or,
• Provides a link to material associated with any of the above.
Though the Company is not required to do so, it may from time to time examine any Content
submitted to the Website. Although the Company does not and will not examine or otherwise
review all Content submitted or transmitted to the Website, the Company may delete, move,
or edit Content for any reason, at any time, without notice.
All Content (whether private or public) is the sole responsibility of the person who submitted
it. You are solely responsible for your Content.
6. INTELLECTUAL PROPERTY DRAWING, DOCUMENTATION AND INFORMATION
6.1. Except for any Customer Logo, all Intellectual Property rights in the Goods are
owned by the Company. The Customer agrees what it will not do anything to
challenge or invalidate ownership of the Company Intellectual Property rights.
6.2. Where the Company has designed, developed or made drawings for logos to be
used on or incorporated into Goods for the Customer, then the Intellectual
Property in those designs and drawings shall remain vested in the Company,
and shall only be used by the Customer in accordance with these terms and
conditions or otherwise as approved by the Company in writing.
6.3. The Customer warrants that it owns or has a valid licence to use all Intellectual
Property in any Customer Logo which is used on or incorporated into Goods.
The Customer further warrants that any Customer Logo used on or incorporated
into the Goods will not infringe the Intellectual Property rights of any third party.
7. SALE OF YOUR PRODUCTS
7.1. The retail price charged to customers who purchase your product is made up of
the manufacturing fee charged by the third party manufacturer, ONTHEGO’s fee
for hosting the marketplace and facilitating the transaction (the manufacturing
fee and ONTHEGO’s fee are referred to collectively, as the “base amount”), your
creator margin (“your margin”), and any relevant sales tax (such as sales tax,
GST, VAT, etc) that ONTHEGO and / or you (as the case may be) are liable to
account for to the appropriate tax authorities.
7.2. Shipping charges will also be added to the retail price. When making each
individual work available for sale you are able to select any percentage mark-up
you wish, greater than or equal to zero, above the base amount but below the
automated upper limit (subject to change from time to time). The percentage
mark-up selected by you on the website for each of your products is used to
calculate the dollar value of your margin for each sale.
7.3. You may change the percentage mark-up on top of the base amount at any time
by changing your selection on the website. We may change the base amount at
any time without specific notice to you and this will affect the dollar value of your
margin, which is calculated as a percentage of the base amount (e.g. if we
increase our base amount, your margin will also increase). The retail price will
not change on an individual sale after an end consumer has submitted an order
to the website.
7.4. You agree that ONTHEGO makes no representation that it will be able to
procure an order for your products, whether at the retail price or at all, nor that
you will obtain any benefit by entering into this agreement.
7.5. All items must meet a minimum order quantity dependent on the style of product,
this quantity is listed in our product information. Should the minimum order
quantity not be met it is your responsibility to make up the required quantities to
reach the minimum order.
7.6. All items purchased from the website are manufactured pursuant to
arrangements with third party suppliers under your instructions. This means that
title and risk for loss for such items pass from you to the end consumer without
passing through us prior to the goods being delivered to the end consumer under
the end consumer’s instructions.
8. PAYMENT TERMS
8.1. You authorise ONTHEGO to collect, hold and distribute the retail price (“sale
proceeds”) from the end consumer on the terms set out in this clause 4.
ONTHEGO will also charge the end consumer for the shipping which will be
retained by us and not affect the amount to be distributed to you.
8.2. You authorize ONTHEGO to deduct the base amount (which includes
ONTHEGO’s margin for facilitation services, including tax where applicable) from
the sales proceeds for your products before distributing your margin (which will
include tax where applicable).
8.3. We will pay your margin in accordance with the payment method you select on
8.4. We may set payment amount threshold amounts in relation to a month or other
time period - and where the payment amount does not exceed any applicable
threshold for the relevant period, ONTHEGO may elect to postpone your
payment until the threshold is exceeded.
8.5. It is your responsibility to ensure ONTHEGO has current details of your postal
address and bank account details. ONTHEGO will not be liable for any loss
suffered by you if you provide us with incorrect details in relation to the payment
method. If we are unable to pay you because you have given us incorrect details
or your details are out of date, we will hold your margin for up to 12 months from
the payment date. If you have not notified ONTHEGO of any amendment to the
payment method details in that time your margin proceeds will, subject to
applicable laws, be forfeited to ONTHEGO or donated to a charity of
9. RETURNS AND DEFECT
9.1. The Company shall only accept returns on the basis that the Goods provided are
defective Goods. The Company will not accept returns on the basis of change of
mind by the Customer. The Customer shall give written notice to the Company of
any claim ascertainable upon reasonable inspection of Goods within 14 days
after the receipt of Goods.
9.2. In the case of defective Goods, the Company agrees to replace or repair the
Goods, provided that:
9.2.1. the Customer has complied with clause 9.1
9.2.2. the Goods are returned to the Company in the condition that they were
9.3. The Company shall not be liable for normal variations in colour and finishing,
dimension, weight or certain availability of materials, along with quality of Goods.
9.4. Where Goods are supplied to the Customer’s specifications, the Customer
indemnifies the Company from any liability, loss or damage suffered by the
Company in respect of any claim that the Goods infringe any patent, design or
9.5. Subject to those provisions of the Competition and Consumer Act 2010 (Cth),
and any other rights implied by law, which cannot be excluded by agreement
9.5.1. the Company makes no warranties, either express or implied, as to
merchantability, fitness for a particular purpose, or otherwise, with respect
to the Goods;
9.5.2. the Company’s liability shall be limited at the Company’s sole discretion to
the replacement or repair of Goods.
10. TAXATION RESPONSIBILITY
10.1. Except as required otherwise by applicable Commonwealth or State Taxation
Laws or Regulations:
10.1.1. Each party is responsible for its own taxes associated with each
transaction and will account for any taxes imposed by governments or
governing authorities, and related accounting or audit requirements arising
out of, as a result of, incidental to, or in connection with obligations under
this agreement. ONTHEGO recommends that you consult with your tax
advisor as to the application of taxes for you, as the seller of the
merchandise. This may include Sales Tax, VAT, GST and other
10.1.2. If, and to the extent, any supply of the Goods under the Contract is a
taxable supply within the meaning of the GST Law, the price for the Goods
will be increased to include GST payable by the Supplier in respect of the
supply. All rebates, discounts or other reductions in price will be calculated
on the GST exclusive price.
10.1.3. all tax-related reporting responsibilities by you to relevant tax authorities
are entirely your responsibility.
10.2. Any additional taxes, duties, fees, imposts, tariffs and charges that may be
raised by particular countries or authorities related to the conclusion or execution
of your Order shall be borne by you. In the event ONTHEGO is required to pay
such charges to any authority, you shall indemnify and hold harmless OTG for
any such payments.
You hereby indemnify and will keep ONTHEGO indemnified from and against all claims,
debts, accounts, expenses, costs, liens, actions and proceedings of any nature
whatsoever, whether known or unknown by any person, arising from, incidental to, or by
virtue of, the appointment, or any breach or non-performance of your obligations under
this agreement or arising out of your wilful act, neglect or default in the performance of
This clause 11 will survive the termination of this agreement.
12.LIMITATION OF LIABILITY
In no case will ONTHEGO be liable for any consequential loss or damage suffered by
you arising from this agreement. To the extent permitted by law, all warranties and
conditions implied by law are hereby expressly excluded.
13.TERMINATING THIS AGREEMENT
You can give notice of termination of this agreement by closing your account.
ONTHEGO may give notice of termination of this agreement to you in writing at any time.
After notice of termination in the manner described in either clause 8.1 or 8.2, you
authorise ONTHEGO to complete any transactions in progress in relation to your
products, which we will do on the terms of this agreement. Termination of this agreement
will take effect once these transactions have been completed.
Upon termination of this agreement by either party, ONTHEGO will pay you any accrued
member margin proceeds from your account.
14. DEFINITIONS AND INTERPRETATION
In these terms:
14.1. “Business Day” means any day between the hours of 8:30am and 5:00pm, other
than a Saturday or Sunday, bank holiday or public holiday in the Australian
14.2. ”Customer Logo” means any logo developed or provided by the Customer for
use on or incorporation into the Goods;
14.3. “Goods” means the goods supplied by the Company to the Customer under
these terms and conditions and as set out on the Invoice or Quotation;
14.4. “GST” means the tax payable on taxable supplies under the GST Law;
14.5. “Intellectual Property” means all intellectual property, including any logos,
patents, patent applications, trade marks, service marks, trade or business
names, registered designs, unregistered design rights, copyrights, moral rights,
know how, trade secrets, domain names, internet addresses, rights in
confidential information, and all or any other intellectual properties, whether
registered or unregistered, and including all applications and rights to apply for
any of the same
14.6. “Invoice” means the invoice provided by the Company to the Customer setting
out the agreed price for supply of the Goods;
14.7. “Services” means any services provided by the Company which relate to the
supply of the Goods.
14.8. These terms and conditions:
14.8.1. apply to all Goods and Services provided by the Company to the
14.8.2. form the sole agreement between the Company and the Customer and
supersede and exclude to the extent possible at law:
14.8.3. any terms and conditions in previous offers or orders; and
14.8.4. any statements, representations or conduct made or done prior to entering
into these terms and conditions.