Version 1.1 — 23 September 2026
This Merchant Agreement (Agreement) governs the use of the Sharpened storefront and admin software by butcher shops and other retailers (you, Merchant). It is between you and Thomas James Murphy trading as Sharpened (ABN 29 739 540 545) (Sharpened, we, us).
It does not apply to casual visitors to sharpened.com.au or to your customers ordering through your storefront; both are covered by our Terms of Use. Your customers contract with you for the goods.
Address: Unit 1, 296 New Street, Brighton VIC 3186
Support: support@sharpened.com.au · Privacy: privacy@sharpened.com.au
1. Agreement
1.1 This Agreement consists of these terms, Schedule A (Acceptable Use Policy), your Order Form, the Data Processing Schedule and the Privacy Policy.
1.2 You accept this Agreement by signing an Order Form, creating an admin account, paying Fees, or otherwise using the Services.
1.3 If you accept on behalf of a business, you warrant that you have authority to bind that business.
1.4 If there is an inconsistency, the Order Form prevails on commercial specifics (Fees, term, campaign window), and the Data Processing Schedule prevails on the handling of shopper personal information.
2. The Services
2.1 Sharpened provides software as a service for seasonal and Christmas pre-orders, including branded shopper order pages (storefront), merchant admin tools, support for weighed goods, deposits and balances, stock limits and pickup slots, and related hosting and operational tooling (the Services), as described in your Order Form or product documentation.
2.2 The marketing site at sharpened.com.au is separate from the Services.
2.3 We may improve or change features from time to time. We will not materially reduce the core Services during a paid term. If we discontinue a core feature during your term, you may terminate under clause 13.4 and receive a pro-rata refund of prepaid Fees.
3. Fees and payment
3.1 You pay the fees set out in your Order Form (Fees). Amounts shown in marketing material are illustrative; the Order Form controls.
3.2 Fees are charged annually in advance unless the Order Form states otherwise. We invoice on signing and invoices are due 14 days from the invoice date. You may pay by bank transfer or by card through our billing provider.
3.3 Fees are exclusive of GST. Sharpened is not currently registered for GST. If we become registered or are otherwise required to charge GST, GST will be added to Fees from that date.
3.4 If Fees are overdue we may give you written notice, and if the overdue amount remains unpaid 7 days after that notice we may suspend the Services under clause 12 until payment is received.
3.5 Fees are non-refundable except as stated in this Agreement or required by law.
3.6 Shopper payments are yours, not ours. Payments by your customers for goods (including deposits and balances) are processed through your own payment provider account (for example Stripe). Sharpened does not receive, hold or take any commission on those payments, and is not the merchant of record for your sales.
4. Setup and your account
4.1 The setup fee in your Order Form covers loading your initial product range, applying your branding and theme to the storefront, and connecting your payment provider. Custom development, integrations not listed in the Order Form, and migrating data from other systems are quoted separately.
4.2 You must provide accurate business details, keep admin credentials secure, and ensure your admin users are authorised. You are responsible for all activity under your accounts.
4.3 You must maintain your own payment provider account(s) and comply with your provider's terms. We are not a party to that relationship.
4.4 Before your storefront goes live you must configure your deposit, balance, cancellation, change and pickup rules in admin. The platform has no default rules; it displays yours to shoppers. Your cancellation policy is a required field.
5. Your storefront, content and customers
5.1 You are the seller of the goods and the merchant of record for every order placed on your storefront. You are responsible for product descriptions, weights, pricing, allergen and food information you choose to display, order fulfilment, pickup, refunds and customer service for your goods, and for compliance with the Australian Consumer Law, food and trading laws that apply to your business.
5.2 You grant us a non-exclusive, royalty-free licence to host, display and process the content you upload (logos, product data, images, text) for the purpose of providing the Services.
5.3 You warrant that you own or are licensed to use your content and that it does not infringe anyone's rights or breach Schedule A.
5.4 Your storefront will link to our Terms of Use and Privacy Policy, and will display a short notice that goods are sold by you. You must not remove these.
6. Shopper personal information
6.1 Shopper information collected through your storefront is collected for your business. You are the primary holder of that information and we process it as your service provider on the terms of the Data Processing Schedule.
6.2 You must give shoppers appropriate notice of how you use their information, and comply with the Privacy Act 1988 (Cth) (to the extent it applies to you) and the Spam Act 2003 (Cth) when contacting them.
6.3 We do not use shopper information for our own marketing.
7. Acceptable use
You must comply with Schedule A (Acceptable Use Policy). It forms part of this Agreement.
8. Availability during peak periods
8.1 Christmas and other seasonal peaks are when your storefront matters most. We will use commercially reasonable efforts to keep the storefront and admin available and performant, monitor for incidents, and respond promptly to outages.
8.2 This clause describes expectations, not an uptime guarantee, unless your Order Form specifies a service level.
8.3 Campaign window. Your Order Form specifies your campaign window (by default 1 November to 24 December). We will not schedule planned maintenance inside your campaign window except where urgently required for security or stability. Outside the campaign window we will give at least 48 hours' notice of planned maintenance by email to your admin contact.
8.4 Peak outage credit. If, during your campaign window, a fault in the Services for which we are responsible prevents shoppers from placing orders on your storefront for four or more consecutive hours, we will credit 10% of your annual Fees against your next invoice (or refund it if there is no next invoice) for each such incident, up to a maximum of 50% of your annual Fees in any term. Outages caused by your payment provider, your content or configuration, your internet or devices, or events outside our reasonable control do not qualify. This credit is your sole remedy for availability issues, without limiting your non-excludable rights.
9. Support
Support is available by email at support@sharpened.com.au. We aim to respond within one business day, and faster during campaign windows for issues that stop orders being placed.
10. Intellectual property
10.1 We (and our licensors) own the platform software, design, documentation and Sharpened branding. Nothing in this Agreement transfers those rights to you. You receive a non-exclusive, non-transferable right to use the Services during your term.
10.2 You own your content and branding. Aggregated, de-identified usage data that cannot identify you or any shopper may be used by us to operate and improve the Services.
10.3 You must not copy, reverse engineer, resell or white-label the Services without our written agreement.
11. Confidentiality
Each party must keep the other's confidential business information confidential and use it only for the purposes of this Agreement, except where disclosure is required by law, is made to professional advisers under a duty of confidence, or the information is public other than through a breach.
12. Suspension
12.1 We may suspend access to the Services (in whole or part) if Fees remain unpaid after notice under clause 3.4; we reasonably believe you have breached Schedule A, this Agreement or the law; suspension is needed to protect the security or integrity of the Services or other customers; or we are required to by law or a payment provider.
12.2 We will notify you where lawful and practicable, and restore access promptly once the issue is resolved. Fees continue to accrue during a suspension caused by your breach.
13. Term and termination
13.1 Your term is set out in the Order Form. Unless the Order Form states otherwise, the term is 12 months and renews for further 12-month terms unless either party gives notice of non-renewal at least 30 days before the renewal date.
13.2 Either party may terminate for material breach if the breach is not remedied within 14 days of written notice, or immediately if the breach cannot be remedied.
13.3 We may terminate for convenience on 60 days' written notice. Termination under this clause will not take effect during your campaign window. If we terminate under this clause we will refund the unused portion of any prepaid Fees pro rata.
13.4 You may terminate for convenience at any time on written notice. Prepaid Fees are not refunded except under clause 2.3.
13.5 On termination your access ends. For 30 days after termination you may request an export of your order and customer data in CSV format from support. We delete your data in accordance with the Data Processing Schedule after that window.
13.6 Clauses that by their nature survive termination (including 3, 10, 11, 14, 15, 16 and 17) continue to apply.
14. Warranties and consumer guarantees
14.1 We warrant that we will provide the Services with due care and skill.
14.2 Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or other law that cannot be excluded. Where our liability for failing to comply with a consumer guarantee can be limited, it is limited to resupplying the Services or paying the cost of resupply.
14.3 Except as stated in this Agreement, the Services are provided without other warranties, and we do not warrant that they will be uninterrupted or error-free.
15. Liability
15.1 Subject to clauses 14.2 and 15.3, each party's total aggregate liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the Fees paid by you in the 12 months before the event giving rise to the claim.
15.2 Subject to clauses 14.2 and 15.3, neither party is liable to the other for indirect or consequential loss, or loss of profits, revenue, goodwill or data.
15.3 The limits in clauses 15.1 and 15.2 do not apply to liability for fraud or wilful misconduct; breach of clause 11 (Confidentiality); the indemnities in clause 16; or any liability that cannot be limited by law.
15.4 You are responsible for claims by shoppers relating to your goods, pricing, fulfilment, food safety and storefront content, except to the extent caused by our negligence or breach.
16. Indemnities
16.1 You indemnify us against third-party claims, losses and costs arising from your goods, your storefront content, your breach of law or this Agreement, or your handling of shopper personal information, except to the extent caused by our negligence or breach.
16.2 We indemnify you against third-party claims that the platform software, as provided by us and used in accordance with this Agreement, infringes Australian intellectual property rights. This indemnity does not cover your content, your modifications, or use in breach of this Agreement. We may, at our option, modify or replace the affected part of the Services, or terminate the affected Services and refund prepaid Fees pro rata.
17. General
17.1 Governing law. This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.
17.2 Notices must be in writing and sent by email to support@sharpened.com.au (for us) and to the email address on your account (for you).
17.3 Assignment. You may not assign this Agreement without our consent (not to be unreasonably withheld). We may assign it to a successor of our business or to a company we control, on notice to you.
17.4 Changes to this Agreement. We may update this Agreement (including Schedule A) by giving you at least 30 days' notice by email. Changes do not take effect during your current campaign window. If a change materially reduces your rights, you may terminate before it takes effect and receive a pro-rata refund of prepaid Fees.
17.5 Entire agreement. This Agreement is the entire agreement between the parties for its subject matter and supersedes prior discussions.
17.6 Severability and waiver. If a provision is unenforceable it is severed to the extent necessary. A failure to enforce a right is not a waiver of it.
17.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
18. Contact
Support: support@sharpened.com.au
Privacy: privacy@sharpened.com.au
Postal: Unit 1, 296 New Street, Brighton VIC 3186
Schedule A — Acceptable Use Policy
This Schedule forms part of the Merchant Agreement and sets the rules for content and conduct on Sharpened storefronts and admin, so that shoppers, shops and the platform stay safe and lawful.
A1. Permitted use
You may use the Services to offer lawful goods you are entitled to sell (typically meat, seafood, produce, hampers and seasonal items); set prices, weights, deposits, stock limits and pickup slots accurately; communicate order and pickup information to your customers; and configure branding and content you own or are licensed to use.
A2. Prohibited content and conduct
You must not use the Services to upload, offer, promote or facilitate:
Illegal or restricted goods. Goods or services that are illegal under Commonwealth, state or territory law; goods you are not licensed to sell where a licence is required; anything that facilitates crime, fraud or money laundering.
Infringing content. Text, images, logos, recipes, music or video that infringe another party's copyright, trade mark or other rights; counterfeit goods; false brand affiliation.
Misleading or unfair trading. Misleading pricing, weights, "was/now" claims or availability; fake scarcity or deceptive stock or pickup representations; omitting or obscuring deposit, balance, cancellation or pickup terms in a way that misleads shoppers; impersonating another business.
Harmful material. Content that is defamatory, harassing, hateful or unlawfully discriminatory; pornographic or exploitative content; content that promotes violence or self-harm.
Abuse of the platform. Spam or unsolicited bulk messaging; harvesting shopper contacts for unrelated marketing; malware, phishing or credential theft; probing, overloading or bypassing security or usage limits; reselling or white-labelling the platform without our written agreement; using the storefront as a general payment-collection tool unrelated to your listed goods without our written agreement; adding third-party scripts or tags to your storefront other than Google Analytics or a Meta Pixel through the supported settings.
Privacy. Uploading another person's personal information unlawfully; publishing shopper data on the storefront.
A3. Accurate product and fulfilment information
You must ensure that product descriptions, weights and any allergen or food information you display are reasonably accurate; that deposit and balance amounts and timing match what shoppers are charged through your payment provider; that your cancellation, change and no-show policy is entered in admin and kept current; and that pickup locations, slots and cut-offs are kept up to date, especially during the Christmas peak.
A4. Enforcement
If we reasonably believe you have breached this Schedule we may remove or disable specific content; suspend or limit storefront or admin access; terminate the Merchant Agreement; or report matters to authorities or payment providers where appropriate. We will notify you where lawful and practicable. We may suspend without prior notice where needed to protect people, shoppers or the platform.
A5. Reporting
Report suspected breaches or illegal content to support@sharpened.com.au with the storefront address, a description and screenshots if possible.