Supplier Agreement

Version: 2026-08-legal-l4

1. Agreement, Acceptance and Priority

This Agreement is between Protein Link Pty Ltd ACN 696 889 433 (Protein Link, we, us or our) and the business that registers as a supplier on the Platform (Supplier, you or your).

You accept this Agreement when you register a supplier account or publish inventory to the Platform, whichever happens first. We will record the date, time and version of the Agreement you accepted, and that record is evidence of your acceptance.

You warrant that the individual accepting this Agreement is authorised to bind you.

This Agreement operates together with the Platform Terms of Use, the Marketplace Transaction Terms, the Food Safety and Recall Policy, the Freight Responsibility Matrix, the Refund and Dispute Policy and the Privacy Policy. If there is any inconsistency, the following order of precedence applies:

1. this Agreement;
2. the Marketplace Transaction Terms;
3. the Platform Terms of Use; and
4. the policies, being the Food Safety and Recall Policy, the Freight Responsibility Matrix, the Refund and Dispute Policy and the Website Disclaimer, in that order, except that the Privacy Policy prevails over every other document on the handling of personal information and the Freight Responsibility Matrix prevails over every other document in relation to freight and risk in transit.

2. Supplier Responsibilities

As a supplier on the Platform, you agree to list only products that you legally own or are authorised to sell, and in respect of which you can transfer clear title free of any security interest, that comply with all applicable Australian food safety and consumer standards, and that are accurately described in terms of product name, weight, unit type, storage requirements, and pricing.

You also warrant, on each occasion you list a product, that you hold every licence, approval and registration required to handle, store, transport and sell that product in each State or Territory in which you operate, and that you will notify us within two business days if any of them is suspended, cancelled or made subject to a condition.

Where products you supply are transported by a heavy vehicle you must comply with the Heavy Vehicle National Law to the extent it applies to you, including as a consignor, packer or loader. Before dispatch you must give us and the carrier the description, gross weight and dimensions of the consignment, its storage type and any load restraint or handling requirement, and you must pack and load the products so that they can be carried within the applicable mass, dimension and load restraint requirements.

You must not ask, direct or require a carrier or a driver to exceed a speed limit, to drive while impaired by fatigue or otherwise unfit to drive, or to breach a mass, dimension or load restraint requirement, including in order to preserve cold chain. Your duties under the Heavy Vehicle National Law are not affected by the allocation of freight cost, risk or insurance in this Agreement or in the Freight Responsibility Matrix, and they cannot be transferred to us.

3. Inventory Accuracy

You must maintain accurate inventory listings. When publishing inventory, whether manually or via bulk upload, you declare that the information is current and correct. Stale or inaccurate listings must be removed or updated as soon as reasonably possible once you become aware that they are stale or inaccurate.

4. Publish Declaration

Each time you publish inventory to the Platform, you warrant: “I confirm this inventory is accurate, legally saleable, and complies with applicable food safety and consumer regulations. I understand that Protein Link facilitates the sale but is not the buyer or seller of record.”

We will retain a record of each declaration, including the date, time, user and the inventory published.

5. Order Fulfilment

Once you accept an order request, you are obligated to fulfil it in accordance with the agreed terms (quantity, quality, price, and delivery timeframe). Failure to fulfil confirmed orders may result in account suspension or removal from the Platform. Your acceptance of an order request forms a binding contract of sale between you and the buyer on the Marketplace Transaction Terms. We are not a party to that contract.

6. Payments and Stripe

Supplier payouts are processed via Stripe Connect. You must complete Stripe onboarding, including verification of business details, bank account, and director or authorised representative information. Protein Link does not store your payment card details or bank credentials. Funds are held by Stripe, not by us, and we do not hold money on trust for you or for any buyer.

You authorise us to instruct Stripe to deduct from amounts otherwise payable to you any refund, chargeback, adjustment or platform fee properly payable under this Agreement or the Marketplace Transaction Terms. If the amount available is insufficient, you must pay us the shortfall within 10 business days of our invoice.

You acknowledge that Stripe is located outside Australia and that completing Stripe onboarding involves the disclosure of personal information, including information about your directors and authorised representatives, to an overseas recipient.

7. Food Safety Compliance

You are solely responsible for ensuring all products comply with the Food Standards Australia New Zealand (FSANZ) Food Standards Code, relevant State and Territory food safety laws, and any cold chain requirements applicable to your products.

You must have in place a system to ensure the recall of unsafe product, set out in a written document, and you must keep records that allow each unit of product you list to be traced to its lot or batch and to your own supplier. You must give us a copy of your recall plan on request.

8. Product Recalls

If a product you have sold through the Platform is subject to a recall, you must immediately notify Protein Link and cooperate with any recall procedures. See our Food Safety and Recall Policy for details. You conduct the recall as the sponsor of the product and you bear its cost.

You must also, within the times required by law, comply with the notification requirements of the Australian Consumer Law.

You must give us a copy of any such notification at the same time you make it, and you must tell us within 24 hours of becoming aware of any incident that could require one.

9. Limitation of Liability

Nothing in this Agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred on a person by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or by any other law, where to do so would be void or would contravene that law. Every other provision of this Agreement is read subject to this clause.

Protein Link facilitates the Platform but does not inspect products, guarantee buyer payment beyond the Stripe payment flow, or assume liability for product defects, spoilage, or losses during transit.

You indemnify us against all loss, damage, liability, cost and expense we suffer or incur arising from or in connection with:

1. your breach of this Agreement;
2. any claim by a buyer or a third party relating to a product you list, sell or supply through the Platform, including a claim about its quality, safety, description, labelling or compliance with the Food Standards Code;
3. any recall of a product you have supplied; and
4. any claim that a listing you publish infringes the intellectual property rights of a third party.

Your liability under this indemnity is reduced to the extent of our own negligence or breach causing the loss.

Subject to the paragraph on non-excludable rights above, our total liability to you in connection with this Agreement is limited to the lesser of the platform fees paid to us by you in the 12 months before the event giving rise to the liability and $50,000, but in no case less than $10,000, and we are not liable for any loss of profit, loss of revenue, loss of anticipated savings, loss of data or any indirect or consequential loss.

10. Insurance

You must hold and maintain, with a reputable insurer authorised to carry on insurance business in Australia:

1. public and product liability insurance for not less than $20 million for any one occurrence, covering liability for personal injury and property damage arising from the products you supply through the Platform;
2. product recall or product contamination insurance for not less than $1 million, unless we agree otherwise in writing;
3. if you arrange freight, insurance covering loss of or damage to the products in transit for their full invoice value; and
4. any insurance you are required by law to hold, including workers compensation insurance.

You must give us a certificate of currency for each policy on registration and then on request, and you must tell us within five business days if a policy is cancelled or if its terms change in a way that materially reduces the cover.

11. Manufacturer and Importer Enquiries

If we receive a request to identify the manufacturer or importer of a product you supplied through the Platform, you must give us that information within five business days of our asking for it.

12. Confidentiality and Platform Integrity

You must keep confidential all information you obtain through the Platform about a buyer or about another supplier, including identities, contact details, pricing, order history and volumes. You may use that information only to perform an order placed through the Platform, and you must not disclose it to anyone else except where the law requires you to.

For 12 months after you are first introduced to a buyer through the Platform, you must not solicit or accept an order from that buyer for products of a kind you list on the Platform otherwise than through the Platform, unless you had an established trading relationship with that buyer before the introduction. If you do, you must pay us the platform fee we would have earned had the order been placed through the Platform.

You grant us a non-exclusive, royalty free licence to use, reproduce and display your product descriptions, images, trade marks and business name for the purpose of operating and promoting the Platform. The licence ends when your account is closed, except for records we are required to retain.

13. GST

Unless stated otherwise, amounts payable under this Agreement are exclusive of GST. If a supply under this Agreement is a taxable supply, the recipient must pay the supplier an additional amount equal to the GST payable, at the same time as the consideration for the supply, on receipt of a valid tax invoice.

You must issue a valid tax invoice to the buyer for each order you fulfil through the Platform. Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

14. Termination

This Agreement may be terminated by either party with reasonable notice. Protein Link may immediately suspend your account if you breach these terms, list prohibited products, or fail to fulfil confirmed orders. Outstanding payment obligations survive termination.

Termination does not affect an order you have already accepted. You must fulfil it, and we will release the corresponding payment, unless we reasonably believe the product is unsafe or the order was obtained by fraud.

The following clauses survive termination: Payments and Stripe, Product Recalls, Limitation of Liability, Insurance for 12 months, Confidentiality and Platform Integrity, GST, and Governing Law and Disputes.

15. Governing Law and Disputes

This Agreement is governed by the laws of New South Wales. Each party submits to the exclusive jurisdiction of the courts of New South Wales and of any court that may hear appeals from them.

Before starting proceedings, a party with a dispute must give the other party written notice setting out the dispute, and senior representatives of the parties must meet within 10 business days to try to resolve it. This does not prevent a party seeking urgent interlocutory relief.

16. General

We may amend this Agreement by giving you at least 30 days written notice. If an amendment would disadvantage you in a material way you may terminate this Agreement without penalty by notice given before the amendment takes effect. An amendment does not affect an order accepted before it takes effect.

A notice under this Agreement may be given by email to the address on your account, and is taken to be received on the next business day after it is sent unless the sender receives a delivery failure message.

You may not assign or novate this Agreement without our written consent. We may assign or novate this Agreement to a related body corporate or in connection with a sale of our business, and we will tell you if we do.

Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between us. You are an independent business and you are not our agent.

This Agreement, together with the documents listed in the priority clause, is the entire agreement between us about its subject matter, and it replaces all earlier representations and understandings.

If a provision of this Agreement is void or unenforceable, it is severed and the rest of the Agreement continues.