Terms and conditions

Mills & York is a peer-to-peer wardrobe rental and resale platform. We offer a secure and user friendly online marketplace for members to display, rent, lend, re-sell and buy clothes and accessories within our membership community.

1. Formation of agreement
1. By using the Platform and Services you agree that you have read, understood and will be bound by these terms and conditions (Agreement) and our Privacy Policy.
2. This Agreement is between you and Mills & York Pty Ltd (ABN 40 640 406 131) (referred to in this Agreement as "we", "us" "our" or “Mills & York”). We may review and change this Agreement at any time by posting these changes on our Website or notifying you by email. By continuing to access or use the Platform, you agree to be bound by the changes.
3. If you do not accept the terms and conditions set out in this Agreement or any third party terms and conditions relevant to this Agreement, you must immediately cease using the Platform and Services.
2. Our role
1. We provide the Platform and Services to enable Members to list, buy, resell, lend and rent Items on a peer to peer basis.
2. Our role is to facilitate the resale and rental of Items between Members (Transactions) as an intermediary only and accordingly you agree:
   1. we are not a party to any contract arising out of any Transaction; and
   2. you are contracting with other Members directly each time you enter a Transaction.
3. Creating an Account
1. You must register an Account to use the Platform. We reserve the right to accept or reject any Account application or registration in our sole discretion. Unless otherwise agreed in writing, you may only register one Account.
2. When you create your account, you may do so using an email address and password, or by connecting through a social media account (such as Facebook). If you choose to connect via a social media account, you may disable the link between that account and your Mills & York Account in the settings section of your social media account.
3. To create an Account, you must:
   1. be at least 18 years of age and have the capacity to enter into legally binding agreements;
   2. complete our identity verification process carried out by our third-party identity verification provider Shufti Pro (https://shuftipro.com) or any other identity verification provider we may use from time to time (Identity Verification Provider) (and you acknowledge and agree any relevant Identity Verification Provider terms and conditions will be incorporated into this Agreement, to the extent they are not inconsistent with the terms of this Agreement);
   3. comply with any other reasonable requirements we may have from time to time.
4. Your Account may not be shared with or transferred to any person - it is for your personal use only. You must keep your Account details secure and you are solely responsible for all activities carried out on or through your Account.
5. You warrant that:
   1. all information and details provided by you to us (or any relevant third party) in connection with creating your Account are true, accurate and up to date in all respects; and
   2. if you are registering an Account on behalf of a company or other entity, you have the authority to bind that company or entity to this Agreement.
6. You can update or correct your Account or personal details at any time in your Member dashboard when you are logged in or by emailing us at contact@millsandyork.com.
4. Using the Platform
1. Once you have created an Account, and provided you comply with the terms and conditions of this Agreement, you may access and use the Platform for the purposes of browsing Items and Transacting with Members.
2. If you are Transacting with another Member through the Platform, you agree that:
   1. all terms relating to the Transaction have been agreed between you and the other Member by reference to the relevant rental period, delivery method and price options displayed on the Platform (Transaction Terms); and
   2. the Transaction Terms are a separate, binding contract between you and each Member you enter a Transaction with, and you agree to be bound by all relevant Transaction Terms as they apply to you from time to time.
3. You acknowledge and agree:
   1. you nor any other Member acts as our agent to enter any agreement or transaction with any person, and nothing in this Agreement gives you any such authority; and
   2. to the maximum extent permitted by law, we are not liable for any loss or liability you may incur as a result of entering a Transaction with a Member (except to the extent we directly caused or contributed to such loss or liability).
5. Reselling Items
1. If you Resell Items to Members through the Platform, you must ensure, and you warrant that:
   1. all details relating to the relevant Items are accurate and not misleading in any way;
   2. any price displayed in relation to your Items represents the total price payable including any applicable taxes and charges;
   3. you have the ability to pay any applicable fees and charges you may be liable for under this Agreement;
   4. your Items are safe and comply with all applicable laws and product safety requirements;
   5. you have the right to Resell the Items;
   6. you engage a reputable courier or postal service for the purposes of delivering the Item to the relevant Member in accordance with the Transaction Terms (to the extent applicable).
2. You agree that we may, acting reasonably, increase or decrease the Sale Price of any Item you list on the Platform, including by reference to what we determine as the demand or market value of that Item or similar items. We will always notify you before increasing or decreasing any Sale Price. If you do not accept the proposed increase or decrease in Sale Price, you may remove the listing without penalty.
3. On a Member validly accepting your offer to Buy your Items:
   1. a contract of sale exists between you and the Buyer of the Items; and
   2. you must complete the relevant Transaction with the other Member in accordance with the Transaction Terms and this Agreement (including paying all fees, charges and amounts applicable).
4. Any Transaction Terms agreed between you and any Member are subject to this Agreement. To the extent there is any inconsistency between any Transaction Terms and this Agreement, this Agreement will prevail.
5. We reserve the right to review your Items or listings at any time to check for compliance with this Agreement. We may, in our absolute discretion, refuse to list Items or remove Items from the Platform.
6. Buying Items
1. If you Buy Items from Members through the Platform, you must ensure, and warrant that:
   1. your profile information is accurate and not misleading in any way;
   2. you have the ability to pay the Sale Price, and any other amounts you may be liable for under this Agreement.
2. You acknowledge and agree:
   1. the Reseller has absolute discretion of whether to Resell you the Items listed;
   2. the Reseller (and not Mills & York) is responsible for ensuring that Items conform to any descriptions provided;
   3. both the Buyer and the Reseller are responsible for performing their respective obligations set out in the Transaction Terms (including in relation to payment and delivery); and
   4. to the maximum extent permitted by law, Mills & York is not responsible for any items you Buy through the Platform.
7. Lending Items
1. If you Lend Items to Members through the Platform, you must ensure, and you warrant that:
   1. all details relating to the relevant Items are accurate and not misleading in any way;
   2. any price displayed in relation to your Items represents the total price payable including any applicable taxes and charges;
   3. you have provided an accurate Estimated Market Value for each Item listed (or have requested us to provide such Estimated Market Value);
   4. you have the ability to pay any applicable fees and charges you may be liable for under this Agreement;
   5. your Items are safe and comply with all applicable laws and product safety requirements;
   6. you have the right to Lend the Items;
   7. you engage a reputable courier or postal service for the purposes of delivering the Item to the relevant Member in accordance with the Transaction Terms.
2. You agree that we may, acting reasonably, increase or decrease any Rental Fee of any Item you list on the Platform, including by reference to what we determine as the demand or market value of that Item or similar items. We will always notify you before increasing or decreasing any Rental Fee. If you do not accept the proposed increase or decrease in Rental Fee, you may remove the listing without penalty.
3. On a Member validly accepting your offer to Rent your Items:
   1. a contract of hire exists between you and the Renter of the Items; and
   2. you must complete the relevant Transaction with the other Member in accordance with the Transaction Terms and this Agreement (including paying all fees, charges and amounts applicable).
4. Any Transaction Terms agreed between you and any Member are subject to this Agreement. To the extent there is any inconsistency between any Transaction Terms and this Agreement, this Agreement will prevail.
5. To the maximum extent permitted by law, we are not responsible for any loss or damage to Items you Lend under this Agreement.
6. We reserve the right to review your Items or listings at any time to check for compliance with this Agreement. We may, in our absolute discretion, refuse to list Items or remove Items from the Platform.
8. Renting Items
1. If you Rent Items from Members through the Platform, you must ensure, and you warrant that:
   1. your profile information is accurate and not misleading in any way;
   2. you have the ability to pay the Rental Fee, and any other amounts you may be liable for under this Agreement (including any amounts for loss or damage to the relevant Items up to the relevant Estimated Market Value);
   3. you engage a reputable courier or postal service for the purposes of returning the Item to the relevant Member in accordance with Transaction Terms.
2. You acknowledge and agree that:
   1. the Lender has absolute discretion of whether to Lend you the Items listed;
   2. the relevant Item must be returned before 2pm on the scheduled return date (if you would like to extend the period during which you Rent an Item you may submit a request to the Lender through the Platform to extend the rental period);
   3. responsibility for ensuring the relevant Item is returned within the agreed rental period (irrespective of Public Holidays, weekends or any other days on which postal or delivery services are not operating) rests solely with the Renter;
   4. any failure on your part to extend any rental period of an Item and consequently, return the Item after the expiry of the rental period shall result in you being charged the relevant Late Fee.
3. Subject to clause 8.4, you acknowledge and agree you will be liable for all loss and damage to each Item you Rent, up to the Estimated Market Value of the relevant Item (Loss and Damage Fees). You authorise us to charge your registered debit or credit card for any Loss and Damage Fees where Items you have rented are returned damaged, or not returned at all.
4. You have the option to purchase Damage Protection Cover in respect of each Item you Rent (covering you for minor damage to each relevant Item up to $100). This does not cover significant damage (as we may reasonably determine) or theft. If the Item is damaged beyond repair or never returned you will be charged the Estimated Market Value of the Item.
5. You may be required to pay a Security Deposit to cover loss or damage to an Item you Rent. The Lender has sole discretion to determine the amount of Security Deposit (up to the Estimated Market Value). You acknowledge and agree:
   1. the Security Deposit will be returned to you within 10 days after the rental period ends, provided the relevant Item is returned in good condition without damage; and
   2. the Security Deposit will forfeited to the Lender if the relevant Item is damaged, destroyed or not returned, and you may be charged up to the Estimated Market Value of the relevant Item (less any amount we agree to cover under any Damage Protection Cover you may purchase, to the extent applicable).
9. Cancellation
1. If you cancel a Transaction as a Lender:
   1. up to and including 48 hours before the rental period begins, you will not be charged any fee;
   2. within 48 hours of the rental period beginning, you will be liable to pay the Lender Service Fee and the Renter must be refunded all amounts paid in respect of the Rental.
2. If you cancel a Transaction as a Renter:
   1. within 48 hours of booking the relevant Rental, you will be entitled to a full refund of all fees paid for that Rental (subject to clause 9.2(c));
   2. after 48 hours of booking the relevant Rental, you will be liable to pay the Renter Service Fee and an amount equal to 15% of the Rental Fee as compensation to the Lender (subject to clause 9.2(c));
   3. within 48 hours of the relevant Rental commencing, you will not receive any refund of fees paid.
3. If you enter a Transaction as a Buyer or Reseller, you acknowledge you may only cancel any such sale transaction if both the Buyer and Reseller agree in writing, or otherwise in accordance with the Transaction Terms.
10. Fees and charges
1. You agree to pay all Fees and Charges at the times and in the manner required under this Agreement. You acknowledge we may notify you of our Fees and Charges via our Platform, or any other way we reasonably determine.
2. If you Resell Items, you must pay the Reseller Service Fee.
3. If you Buy Items, you must pay the Sale Price.
4. If you Lend Items, you must pay the Lender Service Fee.
5. If you Rent Items, you must pay:
   1. the Renter Service Fee;
   2. the Rental Fee; and
   3. to the extent applicable, any Late Fees and any Loss and Damage Fees (as may be required under clause 8).
6. All Fees and Charges are payable directly to us:
   1. at the times notified by us to you; and
   2. through the relevant payment methods, we may offer through the Platform from time to time.
7. If you are a Lender or a Reseller, we will deduct our Fees and Charges from any Transaction proceeds and remit the balance to your nominated bank account within 14 days from the end of each calendar month (and will provide you with a statement of account reflecting these transactions).
8. You acknowledge and agree we use a third party service provider to manage our secure payment process as notified to you from time to time (Payment Processor) and accordingly the Payment Processor’s terms and conditions are incorporated into this Agreement, to the extent such terms and conditions are not inconsistent with this Agreement).
9. You acknowledge and agree our Fees and Charges are subject to change on us giving you reasonable notice.
11. Acceptable use and conduct
1. When using the Platform, you must not:
   1. send unsolicited or commercial content to any Member;
   2. post or take any threatening, abusive, defamatory, obscene, inappropriate action or post any indecent material, or material or action that is invasive of another’s privacy;
   3. share or otherwise upload or communicate any misleading or false information or messages of any kind;
   4. write or post reviews or comments which are anything but true and accurate to the best of your knowledge;
   5. impersonate any person or misrepresent your affiliation with a person or entity;
   6. exercise psychological pressure on another Member or send them offending, harassing or abusive content.
2. You must not communicate or attempt to communicate with any other Member outside of the Platform (including for the purposes of Fee Avoidance).
3. If you participate in, or undertake, Fee Avoidance, you indemnify us for all loss and damage that we may suffer as a result of this conduct.
4. You acknowledge and agree that we may scan internal messages to check for spam, phishing, viruses and other malicious, prohibited or illegal behaviours or content. The messages sent through internal systems are not stored indefinitely and Members must not rely on the storage of those messages.
5. We may require you to comply with any acceptable use policy or similar policy from time to time.
12. Platform access and availability
1. We will use all reasonable endeavours to ensure that the Platform is fully operational and functional. However, we do not guarantee that the Platform or any Services, will always be available or be uninterrupted.
2. We may suspend, withdraw, discontinue or change all or any part of the Platform without notice if such urgent action is reasonably necessary. We will provide you reasonable notice where this is possible and reasonable in the circumstances. To the maximum extent permitted by law, we are not liable for any loss or damage you may suffer as a result of the Platform being unavailable from time to time.
3. You are responsible for making all arrangements necessary for you to have access to the Platform (including internet and computer access requirements as may be necessary).
4. We reserve the right to restrict, suspend or terminate your use of the Platform or any of our Services at any time if we believe, in our absolute discretion, that you have breached this Agreement or any relevant policy that we have disclosed to you from time to time.
13. Platform restrictions
1. You must only use the Platform in accordance with this Agreement, and must ensure you:
   1. access and use the Platform only for the purposes contemplated in this Agreement, including Transacting with Members;
   2. not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Platform, or create derivative works from all or part of the Platform;
   3. not upload to the Platform any viruses, bugs, worms, trojan horses, harmful codes or any other form of defect or contaminant which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of the Platform or the software or hardware of or any third party;
   4. not distribute any part of the Platform for commercial purposes or otherwise sub-licence, resell or supply access to the Platform to any third party;
   5. not allow any other person to have access to the Platform;
   6. not transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Platform or any compilation derived from the Platform;
   7. not make any part of the Platform publicly available.
14. Member content and Platform Messaging
1. We may grant you access to and use of our Platform’s messaging system, enabling you to send other Members direct messages (Platform Messaging System). You acknowledge and agree that:
   1. use of the Platform Messaging System must only be for purposes that are directly related to a Transaction with another Member (such as gaining more information about an Item, or planning for the delivery and collection of Items);
   2. all communications on the Platform Messaging System must be respectful and otherwise in accordance with clause 11 and any acceptable use policy we may publish on our Website from time to time; and
   3. we may review and retain all communications sent and received between Members using the Platform Messaging System, including for the purposes of ensuring your compliance with this Agreement, our legitimate business purposes, and in accordance with any right or requirement under any applicable laws, and you hereby expressly consent to us undertaking such activities.
2. We may store your communications on our Platform Messaging System to the extent reasonably required for our business functions and activities, however, we do not store such communications any longer than this unless required by law.
3. We may cease providing you access to the Platform Messaging System if you do not comply with our use and access requirements set out in this Agreement.
4. You acknowledge and agree that Content you submit for inclusion on the Platform will be accessible by other persons and, to the maximum extent permitted by law, you hereby waive any rights you may have to confidentiality or privacy for any Content which you make available on the Platform.
5. You acknowledge and agree:
   1. that any Content that you upload onto the Platform is wholly your responsibility and you warrant that you have all necessary rights for all uploaded Content and that such Content will not infringe upon the rights of any third parties (including Intellectual Property Rights);
   2. to indemnify us for any loss or damage we may suffer as a direct result of you breaching your obligations under this clause.
6. When uploading Content, you must only upload true, accurate and un-enhanced photographs of your Items. We reserve the right to remove any images or Content we consider tampered with, of lower than acceptable quality or unfit for the purpose of accurately displaying the Item(s), or otherwise do not comply with this Agreement.
7. You retain all Intellectual Property Rights in and to your own Content, however, by uploading your Content on to the Platform you hereby grant us a non-exclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual license to use such Content for the purposes contemplated under this Agreement (including the right to modify, compile, combine with other content, copy, record, synchronise, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Content as reasonably necessary to operate and promote the Platform and provide the Services).
8. You acknowledge and agree that Content you upload to the Platform may be shared with or displayed in both online and offline advertisements, in emails, and on other websites and applications to promote Mills & York and increase the visibility of the Platform.
9. If an Item is uploaded without all the required details, we reserve the right to contact third parties to provide such extra details. The information we gain from third parties may include specifications, images, and additional descriptions. This information provided by third parties will only be used for the period your Item is posted on the Platform.
10. In the event we add information from third parties to an Item in accordance with this clause, you may not have the opportunity to approve any changes to the Content prior to being uploaded to the Platform (and we are not liable for the accuracy of that material). If you find any problems with the material once the Content is uploaded, you may contact us through email at: contact@millsandyork.com.
15. Reviews
1. We encourage you to leave a Review of your experience using the Platform and Transacting with Members.
2. You acknowledge that when providing a Review:
   1. your review will be public and visible on the relevant Member’s account page;
   2. you must not set out information that is offensive, abusive or harassing, personal information, or unnecessary or inaccurate;
   3. any behaviour aimed at modifying the content of reviews through manipulation, coercion, psychological pressuring or corruption is strictly banned.
3. We have the right to remove any review we believe has violated this Agreement.
16. Intellectual property
1. You acknowledge and agree that nothing in this Agreement grants you any ownership of or any Intellectual Property in the Platform, or any Intellectual Property in any materials created as a result of the performance of the Services or operation of the Platform.
2. Any Intellectual Property in respect of the Platform other than Intellectual Property described in this clause which is created by or vests in you during the term of this Agreement is assigned to us immediately upon the Intellectual Property being created or vesting in you and the you agree to do all things and execute all documents as is reasonably necessary to effect such assignment.
3. During the term of this Agreement, we grant you a limited, non-exclusive and revocable licence to use the Intellectual Property referred to in this clause solely to the extent such use is necessary for you to use the Platform and receive the Services in accordance with this Agreement. Unless revoked earlier by us, the licence granted under this clause terminates immediately upon the termination or expiry of this Agreement.
17. GST and other taxes
1. It is your responsibility to calculate and determine and pay the amount of any necessary taxes associated with your use of our Platform, including in connection with any Transaction. We bear no responsibility for or liability to you in relation to any taxes paid or payable in relation to the sale or rental of Items.
2. Where applicable you warrant you are registered for GST and will remain so for so long as you sell Items on our Platform.
3. Your sales price must include GST where applicable. You cannot add GST to the Items after they have been bought or sold or lent.
4. Our Fees and Charges include GST where applicable, and we are entitled to recover from you and you must pay the amount of any GST payable under the GST Act for any taxable supply made under this Agreement.
5. You are responsible for providing customers invoices for their Items where required under the GST Act.
18. Privacy
1. Our Privacy Policy governs how we will use or disclose any personal information relating to your Account and the Transactions that occur under this Agreement. Please review and understand our Privacy Policy, which we may amend from time to time. You must always comply with the Privacy Act 1988 in relation to your handling of personal information collected or disclosed to you in connection with this Agreement.
2. You must not, and ensure that your employees, officers, agents, or affiliates do not, directly or indirectly disclose any personal information about any person (including but not limited to a Member’s name, address, email address, contact number or transaction history) to any third party unless such disclosure is necessary for the performance of your obligations under this Agreement, provided that you ensure that the receiving party only uses that information for the purposes for which it was disclosed, namely the fulfilment of your obligations under this Agreement.
3. You must not use any Member information for any purpose other than to Transact with Members on our Platform. You must not otherwise use Member information to send Members any marketing material, third party offers, or other sales related communications without our express written permission.
19. Liability
1. If you are a consumer (for the purposes of the Australian Consumer Law) and we supply person, domestic or household services (PDH Services) to you, we acknowledge that you may have certain rights under the Australian Consumer Law in respect of the consumer guarantees as they apply to the PDH Services supplied by us and nothing in this Agreement should be interpreted as attempting to exclude, restrict or modify the application of any such rights.
2. If you use the Platform and acquire the Services from us as a consumer and the relevant Services are non PDH Services, then our liability to you in connection with any breach of the consumer guarantees in respect of those Services is, at our option, to:
   1. the supplying of the relevant services again; or
   2. the payment of the cost of having the relevant services supplied again.
3. Subject to this clause and notwithstanding any other provision of this Agreement, our maximum aggregate liability for any loss or claim, however caused or arising, suffered by you in connection with this Agreement is limited to 100% of the Fees and Charges payable by you to us under this Agreement in the 3 month period immediately prior to such loss or damage occurring. The limitation set out in this clause is an aggregate limit for all claims or loss, whenever made.
4. Neither party is liable to the other for any consequential or indirect loss.
5. We are not liable for any loss or damage you may suffer from entering any Transaction with any other Member, except to the extent that such loss or damage was directly caused by us.
20. Indemnity and release
1. You will at all times indemnify, and keep indemnified and hold harmless us and our directors, officers, employees, affiliates and agents from and against any, loss, damage, expense (including reasonable legal costs and expenses) or liability incurred or suffered by you or by us arising from any claim, demand, suit, action or proceeding by any person against you or us where such loss or liability arose out of, in connection with or in respect of:
   1. your conduct or breach of this Agreement (including for any Transaction);
   2. any actual or alleged breach of any third party’s Intellectual Property Rights;
   3. the sale, rental, offering for sale and rental and supply of Items by you pursuant to this Agreement;
   4. any breach of any law by you;
   5. any act or omission by you.,
   to the extent such loss or damage is not caused or contributed by us.
2. We are not a party to the Transactions between you other Members using the Platform. If a dispute arises between you and any Member, you release us and our directors, officers, employees, affiliates and agents from and against any, loss (including reasonable legal costs and expenses) or liability incurred or suffered by you or by us arising from any claim, demand, suit, action or proceeding by any person in connection with such dispute (to the extent such loss or damage is not caused or contributed by us).
21. Termination
1. Without any derogation to any accrued rights, we may, at our absolute discretion, terminate this Agreement at any time and cease providing access to the Platform and any Services without notice where you have or are anticipated to breach this Agreement.
2. We may terminate this Agreement for our convenience on giving you reasonable notice.
3. In the event this Agreement terminates for whatever reason:
   1. all Fees and Charges and any other agreed payments or charges owing to us by you will become immediately due and payable and will be deducted by us from for your Transactions. In the event of any shortfall, you must pay us immediately and on demand the amount of any shortfall;
   2. your listings will be removed from the Platform;
   3. you will still be required to complete pending Transactions and comply with all legal obligations relating to your Items.
4. You may cease selling or renting your Items on the Platform at any time. Should you cease selling or renting Items on the Platform, you will still be bound by any accrued obligations you have under this Agreement.
22. Dispute resolution
1. Any dispute or controversy arising from this Agreement that cannot first be settled by mutual negotiation between the parties must, prior to the issue of any formal legal proceedings in a court, be mediated between the parties by an accredited mediator appointed by the parties. If no mediator can be agreed between the parties, either party can request the Chair of the Resolution Institute to appoint a mediator. The parties must share the costs of appointing and engaging the mediator equally (but are responsible for their own costs in relation to the mediation).
2. If the parties cannot settle the dispute within 21 days of the appointment of the mediator, either party may commence proceedings in a court of competent jurisdiction.
23. General
1. This Agreement will be construed and interpreted in accordance with the laws of the state of Victoria, Australia and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.
2. This Agreement constitutes the entire Agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.
3. This Agreement does not create a relationship of employment, agency, partnership or joint venture between the parties.
4. No failure to exercise or delay in exercising any right given by or under this Agreement to a party constitutes a waiver and the party may still exercise that right in the future.
5. If any provision of this Agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
24. Definitions