Terms and Conditions

RESELLER AGREEMENT

  • This Reseller Agreement (hereinafter referred to as the “Agreement”) is entered into on this day (ENTER DATE) (“Effective Date”):
  • BY AND AMONG:
  • Base Hair Extensions PTY LTD, having its registered office at 788 Burke Road, Camberwell, Victoria 3124; Email- (irene@basehairextensions.com), (hereinafter referred to as ‘Base Hair Extensions PTY LTD’ or ‘Owner’, which expressions shall unless repugnant to the context means and include its successors and assigns);
  • AND

(ENTER NAME), having its registered office at (ENTER ADDRESS) (ENTER EMAIL), (hereinafter referred to as ‘Reseller’, which expression shall unless repugnant to the context means and include its employees, consultants, agents, directors, officers, owners, successors and assigns);

  • Base Hair Extensions PTY LTD and the Reseller are hereinafter individually referred to as a ‘Party’ and collectively as the ‘Parties’.

INTRODUCTION

(A)     Base Hair Extensions PTY LTD is engaged in the business of sale of various hair extensions and hair accessories (hereinafter referred to as the “Products”) through its website www.basehairextensions.com (hereinafter referred to as the “Online Store”).

(B)     The Reseller is engaged in the business of hairstyling and hair salon.

(C)    The Reseller wishes to be appointed as Base Hair Extensions PTY LTD’s reseller on the terms of this Agreement. Base Hair Extensions PTY LTD has acceded to appoint the Reseller as reseller of the Products in the place of Reseller’s business (“Territory”), on the terms and subject to the conditions of this Agreement.

  • NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

OPERATIVE PROVISIONS

1.   Interpretation

      In this Agreement unless the context otherwise requires:

(a)     references to a party in this Agreement shall include its successors and permitted assignees; words importing any gender include every gender; words importing the singular number include the plural number and vice versa; words importing persons include firms, companies and corporations and vice versa.

(b)     references to numbered clauses are references to the relevant clause in this Agreement; the headings to the clauses, and paragraphs of this Agreement will not affect the interpretation.

 

2.     Scope of Appointment

2.1    Base Hair Extensions PTY LTD by entry into this Agreement appoints the Reseller as its reseller with a non-exclusive right to resell the Products in the Territory for the duration of this Agreement, in accordance with the terms and subject to the conditions of this Agreement.

2.2    The Reseller agrees to act in that capacity and resell the Products to customers/clients of the Reseller for the Term until either extended or earlier determined as provided in this Agreement (“Term”) subject to the terms and conditions of this Agreement.

2.3    All rights not specifically and expressly granted to the Reseller under this Agreement are hereby expressly reserved to Base Hair Extensions PTY LTD. For the avoidance of doubt, nothing in this Agreement shall prevent Base Hair Extensions PTY LTD from carrying on business and continuing to supply the Products to its other customers in the Territory, whether directly or indirectly including through its network of agents, distributors, resellers or partners.

2.4    The right and appointment under this Agreement shall stand on the date of this Agreement and remain in full force and effect for a term of 1 year, until or unless terminated in accordance with the terms of this Agreement. After the expiry of the initial term of 1 year, this Agreement shall automatically renew on the same terms and conditions on a yearly basis, unless otherwise terminated according to the terms mentioned herein.

3.    Change(s) to Terms

Except as provided in this Agreement, no changes to this Agreement or any orders placed, shall be binding unless agreed in writing between the authorised representatives of Base Hair Extensions PTY LTD and Reseller.

4.    Products Orders and Delivery

4.1    The Reseller agrees to place Orders from Base Hair Extensions PTY LTD for such minimum quantity of Products, as stated and may be changed from time to time, on the Online Store (www.basehairextensions.com and www.basehairwholesale.myshopify.com).

4.2    Orders for the Products shall be placed on the Online Store by the Reseller, by using its exclusive wholesale code provided to it by Base Hair Extensions PTY LTD, and in the manner and according to the terms specified therein.

4.3    Base Hair Extensions PTY LTD will use its reasonable endeavours to provide an acknowledgement and fulfil accepted orders for Products in accordance with timelines communicated to the Reseller. However, Base Hair Extensions PTY LTD shall not be liable in any way for any loss of trade, profit or any other loss occurring to the Reseller in the event of delayed delivery, for any reason whatsoever.

4.4    For the avoidance of doubt, Orders shall not be binding on Base Hair Extensions PTY LTD unless and until accepted by Base Hair Extensions PTY LTD through a written communication of such acceptance.

4.5    Base Hair Extensions PTY LTD will dispatch and deliver the Products ordered under this Agreement to the Reseller to the Reseller’s above address, or to such other address as the Reseller shall from time to time notify to Base Hair Extensions PTY LTD as its delivery address.

4.6    While Base Hair Extensions PTY LTD shall use reasonable commercial efforts to meet delivery and supply times specified in any acknowledgement from Base Hair Extensions PTY LTD, the Reseller's only remedy for unreasonable delay in supplying Products or services will be the right to terminate this Agreement in accordance with its terms.

4.7    Reseller shall be entitled to exchange any product as long as the same has not been damaged, used, tampered with or removed from the original packaging. The Reseller is entitled to exercise the said right within a period of three (3) months from the date of purchase of such product that it wishes to exchange; and after the expiry of said period of three (3) months, the sale shall become final, and the Reseller shall not be able to exchange the product for any reason.

 

5.   Price and Payment Provisions

5.1    The Reseller shall receive a discount of 20% on Base Hair Extensions PTY LTD permanent hair ranges and hair extension supplies and acessories.

5.2    Base Hair Extensions PTY LTD shall have the right to modify the percentage of discount offered in this Agreement, by intimating the Reseller about the same. The Reseller will not have any right to object to the same.

5.3    Unless otherwise agreed in writing by Base Hair Extensions PTY LTD, all sums due under this Agreement will be paid by the Reseller using the payment method provided on the Online Store.

5.4    Base Hair Extensions PTY LTD uses the services of the third-party payment gateway service providers, which are not under its control. Consequently, Base Hair Extensions PTY LTD shall not be held liable for any loss suffered by the Reseller due to any action of such third-party payment gateway service provider. For this reason, Base Hair Extensions PTY LTD advices the Reseller to carefully read the ‘Terms & Conditions’, ‘Privacy Policy’ and other policies of such third party, before using their services.

5.5    The Reseller shall be liable for any and all taxes and fees associated with the transaction, as per the applicable law.

6.    Reseller’s Responsibilities

6.1    The Reseller will provide Base Hair Extensions PTY LTD with such information as it may reasonably request, concerning the Reseller’s operations and answers to queries, decisions and approvals which may be reasonably necessary for Base Hair Extensions PTY LTD to supply the Products. The Reseller is responsible for ensuring that such information and answers provided to Base Hair Extensions PTY LTD are accurate and complete in all material respects.

6.2    The Reseller will keep the Products safe and store them at a place recommended on the respective Product’s back.

6.3    The Reseller agrees with, acknowledges and undertakes to Base Hair Extensions PTY LTD that at all times during the Term, it shall: 

6.3.1  Not seek to grant any rights to any third party or incur any liability whatsoever on behalf of Base Hair Extensions PTY LTD or in any way pledge or purport to make any contract binding upon Base Hair Extensions PTY LTD;

6.3.2 At its own expense and cost use its best endeavours to sell the Products to the potential Customers. 

6.4    The Reseller undertakes and agrees that its resell price for the Products will be in line with prices mentioned on Online Store, i.e. www.basehairextensions.com and www.basehairwholesale.myshopify.com Reseller further agrees that any and all its promotions in relation to the Products, such as discounts or sales, shall only be offered in their salon/place of business, and not through any other medium, including internet medium, such as their website or social media channels.

6.5    Any services to be provided by the reseller under or pursuant to this Agreement shall be provided by the Reseller using all due care and diligence.

6.6    The Reseller will clearly indicate and represent that it is acting as a Reseller and not as author or developer of the Products in all correspondence and other dealings relating to the Products.

6.7    The Reseller agrees to obey Base Hair Extensions PTY LTD's reasonable instructions in relation to the intended use of the Products.

6.8    The Reseller shall cultivate and maintain good relations with the Customers and potential Customers of the Reseller with sound commercial principles.

6.9    Subject to the agreement between the parties, the Reseller shall provide the initial support to the Reseller's Customers and shall at all times co-operate and assist Base Hair Extensions PTY LTD in any of its efforts to provide the required level of support in respect of the Products.

6.10  The Reseller agrees and undertakes to regularly keep Base Hair Extensions PTY LTD informed of all its sales and promotion activities in relation to all relevant sales and marketing of the Products.     

6.11 The Reseller agrees that they must complete and file the series of client forms including the Consultation, Agreement and Warranty forms. These forms must be filed at the place of business and provided to Base Hair Extensions as requested, and for any warrant claims. Warranty claims will not be reviewed if documents are not provided.

6.12  The Reseller agrees that the client must complete and file the series of client forms including the Consultation, Agreement and Warranty forms.

6.12  The Reseller agrees to provide all client forms to the client. It must also be agreed that the client must keep and take any forms and information provided to them. 

7.         Base Hair Extensions PTY LTD’s Obligations/Responsibilities

7.1    Base Hair Extensions PTY LTD shall use its reasonable endeavours to keep the Reseller informed in relation to any modifications, alterations, changes or additions to any information that have an effect on the operation, cost or performance of the Products.

7.2    Base Hair Extensions PTY LTD shall be entitled for any reason to reject any Order or request for the Products submitted by the Reseller.

7.3    Base Hair Extensions PTY LTD agrees with the Reseller through the Term to provide and promptly update information about the Products.

7.4    Base Hair Extensions PTY LTD shall use its reasonable endeavours to provide and supply the Products with reasonable care and skill.

7.5 Base Hair Extensions prides itself on sourcing high-quality products from reputable third-party suppliers. To ensure the standard of these products, Base Hair Extensions engages in initial due diligence processes, which may include verifying supplier credentials. Despite these efforts, Base Hair Extensions acknowledges the inherent risks associated with third-party sourcing, such as potential misrepresentations or discrepancies. While Base Hair Extensions endeavours to mitigate such risks through diligent supplier assessment, it cannot be held liable for any misrepresentations, inactions, or quality issues that arise from these third-party suppliers. This disclaimer extends to all aspects of supplier conduct.

7.6 Due to the Base Hair Extensions manufacturing facilities handling a variety of products, cross-contamination of hair origins may occur. Despite all measures taken to eliminate such contamination, it's important to acknowledge that this risk may still exist.

8.         Non-Disclosure and Confidentiality

The Parties agree that during the course of their collaboration under this Agreement, the Reseller will become privy to certain sensitive and proprietary information pertaining to Base Hair Extensions PTY LTD, its business and Products (“Confidential Information”) through oral, written or visual mode. Therefore, the Reseller acknowledges and undertakes to keep all such Confidential Information as safe and further undertakes not to disclose such Confidential Information to any third party, without the prior written consent of Base Hair Extensions PTY LTD. For sake of clarification, it is hereby provided that this Agreement, the terms of collaboration between the parties, including but not limited to pricing information, exclusive promocode provided to the Reseller, information about Products, discount, roles of Parties shall also be deemed as Confidential Information for the purposes of this Agreement.

9.         Intellectual Property Rights

9.1    The Reseller acknowledges and agrees that all Intellectual Property Rights in the Products (including without limitation, the Trademark, Trade dress, Design Right, Copyright and Know-how) belong to, vest and shall always remain vested in Base Hair Extensions PTY LTD or its respective licensors and that the Reseller has no right, title or interest in or to such Intellectual Property Rights, other than as expressly set out in this or as permitted by law.

9.2    The Reseller shall not use or exploit for any purpose whatever (including to the financial detriment or commercial disadvantage of Base Hair Extensions PTY LTD) any of Base Hair Extensions PTY LTD’s Intellectual Property Rights or Confidential Information which the Reseller receives or obtains as a result of entering into this Contract or as a result of prior investigations, negotiations or access to information, and shall use its best endeavours to prevent its employees, contractors or agents (including the employees, contractors and agents of representatives) from doing so.

9.3    The Reseller shall notify Base Hair Extensions PTY LTD of any actual, threatened or suspected infringement of any Intellectual Property Rights that comes to its notice, and of any claim by any third party coming to its notice that any Intellectual Property Rights infringes any rights of any other person.

9.4    The Reseller agrees and acknowledges to Base Hair Extensions PTY LTD that following expiry or termination of this Agreement, the Reseller shall immediately discontinue use of any Intellectual Property Rights of Base Hair Extensions PTY LTD.

9.5    The Reseller shall not during or after the Term of this Agreement, be entitled to use any name, trade name, trading style or reputational mark used by Base Hair Extensions PTY LTD without the prior written consent of Base Hair Extensions PTY LTD.

10.       Acknowledgements

10.1  Compensation: The Reseller agrees that, except as stated specifically in this Agreement, its entire compensation for the resale of the Products to the Reseller's Clients shall be the margin on each transaction, being the difference between the wholesale and retail prices for the Products.

10.2  Reliance: The Reseller acknowledges that no reliance is placed on any representation made but not embodied in this Agreement.

10.3  Time extension: All times, periods or dates shall be extended by a reasonable period if any delay or stoppage is caused by any act or omission of the Reseller, its employees, agents or by any matter beyond Base Hair Extensions PTY LTD’s control.

10.4  Hold off: Notwithstanding any provision to the contrary, if at any time the Reseller is in default in the performance or observance of any of its obligations under this Agreement Base Hair Extensions PTY LTD shall be entitled without liability, for so long as such default continues (but without prejudice to any of its other rights under this Agreement), to withhold delivery of Products to the Reseller notwithstanding that Orders for Products have been accepted by Base Hair Extensions PTY LTD.

10.5  Goodwill: The parties acknowledge and agree for the avoidance of doubt that, to any goodwill or reputation for the Products generated by the Reseller's obligations under this Agreement will belong exclusively to Base Hair Extensions PTY LTD and upon termination of this Agreement for whatever reason the Reseller shall not be entitled to claim any compensation whatsoever for such enhanced goodwill or reputation or otherwise.

10.6  IP Title: The Reseller undertakes throughout the Term not to cause or permit anything which may damage or endanger Base Hair Extensions PTY LTD's Intellectual Property Rights or Base Hair Extensions PTY LTD's title to them or assist or allow others to do so.

10.7  IP Interference: The Reseller acknowledges that it will at all times during or after the Term not be entitled to interfere with Base Hair Extensions PTY LTD's copyright, trademark, trade dress or other intellectual property rights in the Products.

10.8  Premises: The Reseller agrees to allow and by this Agreement permits Base Hair Extensions PTY LTD’s representative to enter into any of the Reseller’s premises where the Products or related materials are stored to ensure compliance by the Reseller with the relevant provisions of this Agreement.

10.9  Markings: The Reseller undertakes not to change any markings on the Products or seek to alter, obscure, remove, conceal or otherwise interfere with any readable marking on the packaging relating to the Products.

10.10  Breach: The Reseller shall indemnify and keep indemnified Base Hair Extensions PTY LTD from and against any and all losses, fees and costs incurred by Base Hair Extensions PTY LTD resulting from breach of this Agreement by the Reseller, including any breach arising from any act or neglect or default of the Reseller's agents, employees, licensees or customers.

10.11  Product modification: Except to the extent that Base Hair Extensions PTY LTD cannot prohibit such acts by law, the Reseller agrees not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Products or create derivative works of the same for any purpose without Base Hair Extensions PTY LTD's prior written consent.

10.12  Title: The Reseller shall not describe itself as agent or representative of Base Hair Extensions PTY LTD;

10.13  Prejudicial conduct: The Reseller shall not, and shall procure that none of its officers, employees, advisers, agents or representatives shall engage in any conduct which is in the reasonable opinion of Base Hair Extensions PTY LTD, prejudicial to business or the marketing of the Products generally.

10.14  Product promises: No promises, warranties, guarantees or representations concerning the Products other than those contained in Base Hair Extensions PTY LTD approved licence or terms shall be made by the Reseller in relation to the Products.

10.15  Authority: The Reseller agrees and acknowledges that it is not and shall not be entitled to hold itself out, or permit any person to hold it out, as being authorised to bind Base Hair Extensions PTY LTD in any way nor do any act which might reasonably create the impression that it is so authorised.

10.16  Proprietary interest: Neither this Agreement nor any licence or sub-licence granted under this Agreement shall be construed to convey or transfer any proprietary interest in any Intellectual Property Rights in the Products, relating to the Products to the Reseller or any third party.

10.17  Combination of products: The Parties acknowledge that in addition to any limitation of liability provisions set out in this Agreement, Base Hair Extensions PTY LTD shall have no liability whatsoever to any person for any loss, liability or claim arising or resulting from the combination of the Product with other products which were neither supplied nor combined with the Product by Base Hair Extensions PTY LTD

11.      Warranties

11.1  The Reseller warrants that it has not relied on any representations or warranties made by or on behalf of Base Hair Extensions PTY LTD or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on behalf of Base Hair Extensions PTY LTD, all of which are only intended to convey a general idea of the Products.

11.2  Under no circumstances shall Base Hair Extensions PTY LTD have any liability in respect of any defect unless the defect is promptly reported to Base Hair Extensions PTY LTD by the Reseller in writing within a period of fifteen (15) days from the date of delivery. The Reseller’s sole right in such case, shall be to request an exchange for such defective Products, as per Section 12.

11.3  Base Hair Extensions PTY LTD will not be responsible for any problem arising from or caused by any modification (whether by alteration, deletion, addition or otherwise) made to the Products or the Reseller’s (or end user’s) equipment or any part of it by persons other than Base Hair Extensions PTY LTD without its express prior written consent.

11.4  Base Hair Extensions PTY LTD shall have no liability under the warranties provided in respect of the Products under this Agreement to the extent that the relevant defect results, is made worse or indirectly or directly arose from use of incompatible integrated Products or equipment, corruption of the Products, abusive or incorrect use or operation of the Products and any other matter outside the reasonable control of Base Hair Extensions PTY LTD.

 11. 5 All forms provided by Base Hair Extensions must be completed by Stockist Partner (yourself) and client and filed at the place of business. If these forms are not completed and cannot be provided, the warranty will not be reviewed. 

11. 5 All warranty will be waived if the client has their hair serviced at a different place of business. This including, retaping, rebounding, reinstallation, colour, cut or any other hair services.

11. 6 Base Hair Extensions offers up to (6) months warrants on their luxury hair extensions range and (3) warranty on the premium hair extensions range if the policies have been followed.

11.7 Our Stockist Partner and their client must agree to have the hair extensions examined by the Base Hair Extensions team if requested.

12.       Exchange Request

12.1     In case of any defects within the Products, the Reseller shall notify Base Hair Extensions PTY LTD about the same within a period of fifteen (15) days from the date of delivery of Products, after the expiry of which the sale shall become final, and there shall not be any refund requests entertained by Base Hair Extensions PTY LTD. The Reseller shall in such case, only be entitled to an exchange as per the discretion of Base Hair Extensions PTY LTD.

12.2     Once a request for exchange is received by Base Hair Extensions PTY LTD, Base Hair Extensions PTY LTD’s representatives shall examine the respective Product and provide an examination report. Exchange request will only be accepted if the examination report proves the following:

  1. it is determined that the product was not damaged while in Reseller’s possession;
  2. the product is not different from what was shipped;
  3. the product is returned in original condition (with brand’s/manufacturer's box, MRP tag intact, user manual, warranty card and all the accessories therein);
  4. The Product has no visible signs of wear or use.

13.    Limitation of Liability

13.1     To the fullest extent permitted by applicable law, in no event will Base Hair Extensions PTY LTD be liable to the Reseller or any third party for any lost profit, opportunity, goodwill, reputation or business interruption or any indirect, consequential, exemplary, incidental, special or punitive damages arising from this Agreement, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), or otherwise, even if foreseeable and even if Base Hair Extensions PTY LTD has been advised of the possibility of such damages. Access to, and use of, the Online Store, services or third-party sites and services are at Reseller’s own discretion and risk, and Reseller will be solely responsible for any damage to its computer system or mobile device or loss of data resulting therefrom.

13.2     In addition to the foregoing, it is expressly agreed between the Parties that in no event shall Base Hair Extensions PTY LTD be liable, in any manner, for any of the following:

  1. Damage to the hair of the end user (including client/customer) of the Products;
  2. Any allergic reaction or any other side effect, that such end user may experience due to the use of such Products. The Reseller (or their agents) must brief the end user about the manner of use of the Products, and the possibility of any such side effect, prior to their usage of the Products;
  3. Any other damages associated with the Products or the usage thereof;

13.3     Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of Base Hair Extensions PTY LTD arising out of or in any way related to this Agreement, the access to and use of the Online Store or Products purchased on/through the Online Store exceed the greater of the amount received by Base Hair Extensions PTY LTD against such Product(s).

14.    Termination

14.1    Mutual Termination: This Agreement can be terminated at any time with the mutual consent of the Parties, recorded in writing.

14.2    Unilateral Termination: Either Party may terminate this Agreement by serving upon the other Party a prior written notice of 30 (thirty) days.

14.3    Termination by Base Hair Extensions PTY LTD: Base Hair Extensions PTY LTD shall be entitled to immediately terminate this Agreement (by intimating in writing), if the Reseller breaches any term of this Agreement, or if Reseller, in the sole discretion of Base Hair Extensions PTY LTD (or any of its employee, consultant, agent, or director), is found to be misrepresenting the brand of Base Hair Extensions PTY LTD, or endangering the brand/reputation of Base Hair Extensions PTY LTD, in any manner whatsoever, including without limitation by publishing or making any abusive, defamatory, threatening, untrue, false or misleading statement or message, in any form, either online or offline or written or oral or visual.

14.4    Survival: In case of expiration or termination of this Agreement for any reason whatsoever, the terms mentioned in the Sections 8, 9 10, 11, 12, 13 and 18 shall survive.

15.    Force Majeure

Each party will be excused from performance for any period during which, and to the extent that, such Party or any subcontractor of such Party is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, internet breakdown, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, power failures and government-imposed lockdown and similar restrictions.

16.    Miscellaneous

16.1  Waiver: No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, and nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

16.2  Severability: If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.

16.3  Variation: Except as otherwise permitted by this Agreement no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

16.4  Entire Agreement: This Agreement contains the entire agreement between the parties and supersedes all prior agreements or arrangements.

16.5  Successors: This Agreement shall be binding upon, and inure to the benefit of, both Base Hair Extensions PTY LTD and the Reseller together with their respective successors and permitted assignees.

16.6  Counterparts: This Agreement may be executed in any number of counterparts (including PDF’s or electronically signed counterparts, each of which shall be an original, and such counterparts shall together constitute one and the same agreement.

16.7  Relationship: This Agreement does not create any agency relationship and the Reseller is not the agent or representative of Base Hair Extensions PTY LTD and has no authority or power to bind or contract in the name of or to create any liability against or on behalf of Base Hair Extensions PTY LTD in any way or for any purpose. The Reseller is an independent contractor with relevant rights granted under this Agreement in relation to the distribution of the Products in accordance with the terms of this Agreement.

16.8  Disclosure and Announcements: No public announcement or disclosure of any information regarding this Agreement shall be issued or made by either the Reseller or Base Hair Extensions PTY LTD unless prior written consent has been obtained from the other party.

16.9  Reservation of rights: Any and all rights not specifically and expressly granted to the Reseller by this Agreement or set out in this Agreement are reserved to Base Hair Extensions PTY LTD.

16.10 Non-disparagement: The Reseller agrees and covenants that neither it, nor any of its employees, consultants, agents, officers, or directors, will at any time, directly or indirectly, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging or abusive or misleading or threatening remarks, comments, messages, or statements concerning the Base Hair Extensions PTY LTD, its products, officers, or its businesses. This restriction mentioned under Section 16.10 of this Agreement shall service the cessation or expiration or termination of this Agreement for any reason whatsoever, and shall also continue to apply on all of its employees, consultants, agents, officers, or directors, even after such employees, consultants, agents, officers, or directors, have discontinued their association with the Reseller or left the job. The Reseller shall be liable for all such actions of its employees, consultants, agents, officers, or directors.

17.       Notices

All notices to be given under this Agreement will be in writing and will be served by hand or courier or email to the address of the recipient shown on the front page of this Agreement or any other address the recipient may designate by notice given in accordance with this clause.

18.       Governing Law and Dispute Resolution Procedure

  1. Governing Law: This Agreement shall be governed by the laws of New South Wales, Australia, except its conflict of law principles.
  2. Dispute Resolution:
  3. Amicable Settlement: In case of any claim, matter, dispute or controversy (collectively, “Dispute”) arising out of or in relation to this Agreement, the senior officials of the Parties shall spend at least 15 (fifteen) days, in trying to resolve such Dispute amicably, through mutual discussion.
  4. Binding Arbitration: If the senior officials of Parties fail to resolve such Dispute amicably within a period of 15 (fifteen) days, then the either Party may elect, through a written notice of at least 7 (seven) days served upon the other Party, to submit such Dispute to an expedited binding Arbitration, to be submitted to an Arbitration institute to be chosen by Base Hair Extensions PTY LTD, and which proceedings shall be headed by a sole Arbitrator appointed by such Arbitration Institute so chosen. The Arbitration proceedings shall be conducted as per the commercial provisions of the Arbitration Institute so chosen. The language of the Arbitration proceeding (including that of the documents to be submitted therein) shall be English, and the seat shall be at New South Wales, Australia. The award passed by the Arbitrator shall be final and binding upon the Parties, which can be enforced through the court of appropriate jurisdiction.
  • Costs: The Parties shall mutually bear the cost of the Arbitration proceedings. However, the Arbitrator shall be free to allocate such costs upon the losing Party, either partly, or fully.
  1. Challenges to Arbitration: Any challenges to the above-mentioned Arbitration clause shall be exclusively brought before the appropriate courts situated in New South Wales, Australia.