1. About these Partner Terms
Welcome to merchable.co, app.merchable.co and the stores hosted by Merchable (the Website). The Website brings together:
- a business, club, school, charity or other organisation that runs a branded store on Merchable, orders merchandise or uses our API (Partner); and
- anyone who buys from a store, a group order or a gift card (Buyer),
so Buyers and Partners can find each other, arrange payment and receive merchandise quickly and securely (the Services).
These Partner Terms apply to Partners. Buyers buy from Merchable under our separate Buyer Terms. When a Partner buys merchandise for itself through an account order, the Buyer Terms also apply to that purchase, except where these Partner Terms say otherwise.
The Website is operated by Bootstrap Innovations Pty Ltd t/a Merchable Co (ACN 680 835 803, ABN 50 680 835 803) and, for Partners in New Zealand and the United Kingdom, its subsidiaries listed in clause 2 (together, Merchable, we, us or our). Registered office: Level 2, Building A, 6 Innovation Pkwy, Birtinya QLD 4575, Australia.
You accept these Partner Terms (the Terms) by creating an account, opening a store or using our API. Browsing the Website alone does not bind you to them. If you do not agree with them, please do not use the Services.
We will give at least 30 days' notice by email or in your dashboard of any change to these Terms that is materially worse for you. If you do not agree, you may close your account before the change takes effect and we will pay any Partner Earnings owed. Changes do not affect orders already placed.
2. Who you contract with
- New Zealand accounts and Buyers contract with Merchable NZ Limited (company 9462771, NZBN 9429053997074, GST 149-949-259), c/- Rochdale Advisory, Unit 4 Building D, 63 Apollo Drive, Rosedale, Auckland 0632.
- United Kingdom accounts and Buyers contract with Merchable Industries UK Ltd (company 17534178), 66 Paul Street, London EC2A 4NA.
- Australia and all other countries contract with Bootstrap Innovations Pty Ltd, the parent company.
Bootstrap Innovations Pty Ltd collects payments and makes payouts as payment agent for Merchable NZ Limited and Merchable Industries UK Ltd. A payment to Bootstrap Innovations Pty Ltd counts as payment to them.
3. Merchable is the seller
When a Buyer orders from your store, Merchable is the seller and merchant of record. We take payment through Stripe, charge any GST or VAT, make and ship the item, and handle returns and consumer-law claims under the Buyer Terms. You license your brand to us and earn Partner Earnings. Your store must show Merchable as the seller.
4. Accounts
You must be 18 or over, and authorised to act for your organisation, to open an account, run a store or use our API. You may not use the Services if you are barred from receiving them under the laws of Australia or any other country.
When you register you may need to give us your email address, mailing address, telephone number and a password, and your business name, ABN, NZBN or VAT number, bank account details and tax status for payouts. You must keep these details accurate and up to date.
5. Your obligations
When using the Website you agree:
- not to share your login, and to keep your password and API keys confidential;
- to tell us promptly at legal@merchable.co about any unauthorised use of your account;
- to use the Services only for lawful purposes permitted by these Terms;
- not to impersonate, harass or threaten another user;
- not to scrape, copy or harvest the Website or other users' information, or use automated means to access the Website except through our API;
- not to probe, reverse engineer or interfere with the Website, or test its security without our written permission.
You must hold all rights needed for the trade marks, designs and artwork you upload, describe your store and products accurately, make sure your store shows Merchable as the seller, follow our Acceptable Use & Content Policy and comply with all applicable laws.
6. Payment and Partner Earnings
Our fees are shown in your dashboard and form part of these Terms. All payments are processed by Stripe and are subject to Stripe's terms. We do not charge card surcharges.
Partner Earnings for each item equal the retail price excluding GST or VAT, minus the Base Cost (our price to produce and fulfil the item, as shown in your dashboard for your country), minus our platform fee of 5% (unless your plan states another rate), minus discounts you funded, minus any sales split you chose (clause 9).
Earnings become payable once an order ships or is collected. We pay them monthly, in our payout run early in the following month, to your nominated bank account. There is no minimum payout. If you are paid in a different currency, we convert at our payment provider's rate.
We may hold earnings only while an intellectual property or fraud claim is unresolved, while bank, tax or identity details we need are missing, or while a chargeback is in progress, and we may set off amounts you owe us. Unclaimed earnings roll forward and, after two years, are dealt with under the applicable unclaimed-money law.
7. Buyer refunds
Buyer refunds, returns and consumer-law claims are handled by Merchable under the Buyer Terms and our Refunds & Returns policy. Refunds or chargebacks caused by you, such as misleading listing information or errors in artwork you approved, are recovered from your next payout. Our own errors do not reduce your Partner Earnings.
8. Tax and recipient-created tax invoices
Partner Earnings are payment for the brand licence and promotion you supply to Merchable. You are responsible for your own income tax. For GST-registered Australian Partners, we issue recipient-created tax invoices (RCTIs) for those supplies and you agree not to issue your own tax invoices for them. You must tell us within 7 days if your GST registration or ABN changes. We confirm that we are registered for GST. The equivalent arrangements for New Zealand and the United Kingdom are in clause 21.
9. Fundraising, donations and contributions
Beneficiaries. You may raise money for (a) a charity registered with the Australian Charities and Not-for-profits Commission, the New Zealand Charities Register or the Charity Commission for England and Wales that Merchable has verified (Registered Charity), or (b) any other cause or organisation Merchable has approved, including a charity we have not yet verified (Cause). Each is a Beneficiary.
Kinds of giving.
- A checkout donation is an amount a Buyer adds at checkout for a Registered Charity.
- A checkout contribution is an amount a Buyer adds at checkout for a Cause.
- A sales split is an amount or share of your own Partner Earnings that you choose to give to a Beneficiary on each sale of a product. A sales split is a gift by you, not the Buyer.
How we hold giving. Merchable receives checkout donations and contributions as agent for the Beneficiary. They belong to the Beneficiary from the moment they are paid, are recorded separately from our own revenue and are not our income. No GST or VAT is charged on them, discount codes do not reduce them, and Buyers may pay them with a gift card.
Fees. We deduct no fee from checkout donations to Registered Charities. We deduct our platform fee (currently 5%) from checkout contributions to Causes. No platform fee is deducted from sales splits, because the product sale already carries the platform fee. We currently pay the card processing fees on all giving and will give 30 days' notice before passing any of them on.
Sales splits. A sales split is calculated on the Partner Earnings for the item after any discount code, is deducted from your Partner Earnings and is paid to the Beneficiary. For orders from your connected Shopify store, the sales split is charged with your order from Merchable. Product pages show how much of each sale goes to the Beneficiary.
Paying Beneficiaries. We pay giving in our monthly payout run early in the month after the order, to the Beneficiary's nominated bank account, with a statement of what was raised. A Beneficiary must give us its bank details, legal name and registration, tax and deductible gift recipient details before it can be paid. Until then amounts are held and roll forward, and amounts unclaimed after two years are dealt with under the applicable unclaimed-money law.
Refunds and chargebacks. If an order is refunded or charged back, the checkout donation or contribution on it is refunded to the Buyer and any sales split on the refunded items is reversed. If the amount has already been paid out, we deduct it from the Beneficiary's next payout.
Receipts and tax. Only donations to a Registered Charity endorsed as a deductible gift recipient (or the overseas equivalent) can be tax-deductible. As the charity's agent, we send the receipt for a checkout donation in the charity's name with the Buyer's order confirmation. Buying merchandise is not a tax-deductible donation, and contributions to Causes are not tax-deductible. Each Partner and Beneficiary is responsible for its own tax treatment of giving.
Donor details. We share a Buyer's name and email with a Registered Charity for its donor records only if the Buyer agrees at checkout, and the charity may not use them for marketing.
Your obligations. You must describe your fundraising accurately, must have the Beneficiary's permission to use its name and logo, and must not say that buying a product is tax-deductible. We may pause fundraising, or hold giving, while we check a Beneficiary or investigate a complaint.
Ineligible Beneficiaries. If a Beneficiary stops being eligible, we will stop new giving to it and ask donors to choose another Beneficiary within 30 days, otherwise we will refund the donation or contribution.
10. Your content, intellectual property and AI
You keep ownership of your content and designs (Your Content). You give Merchable and our printers a worldwide, royalty-free licence to host, adapt (for example resize, recolour, remove backgrounds or digitise), print and display Your Content to provide the Services. You also give Merchable a perpetual, irrevocable, worldwide, royalty-free licence to show your designs, store, name and logo in our marketing. This continues after your account closes, and we won't suggest you endorse Merchable beyond being a customer.
You promise you hold all rights needed for Your Content and will give us proof on request. You must get permission before using Aboriginal and Torres Strait Islander art or cultural material.
Send notices of infringement to legal@merchable.co. We aim to respond within 10 business days, may pause the listing and hold related earnings while we investigate, and close the accounts of repeat infringers.
Our AI design tools send your prompts and chosen images to OpenAI, Google or Anthropic to produce results. Outputs are Your Content, may not be unique and may not be protected by copyright, so check them before printing. Those providers do not train on your inputs, and we do not train our own models on your uploads.
Merchable owns the Website, its software, templates and brand. While you are a member we give you a non-exclusive, revocable licence to use the Website under these Terms. You may not copy, republish or adapt the Website or the Services without our written permission.
11. Gift cards
Gift cards sold in your store are sold by Merchable to Buyers under the Buyer Terms.
12. Account orders, group orders, preorders and event tickets
You approve proofs before production and bear the cost of errors in artwork you approved. Minimum order quantities and quantity price bands apply. Members of a group order you run pay for their own items. Event tickets are sold by Merchable as agent for the event organiser.
13. Shopify
When you connect your own Shopify store, you are the seller to your customers and Merchable is your production and fulfilment supplier.
14. API, MCP and integrations
We give you a revocable, non-exclusive licence to use our API, MCP server and integrations. Keep your keys secret. Actions taken by apps or AI agents using your key are treated as yours. You must not resell access or scrape data. Tell us within 72 hours of any security incident involving your keys or our data, and delete Merchable data within 30 days after your access ends. We give at least 60 days' notice of breaking API changes.
15. Privacy
Our Privacy & Cookie Policy explains how we handle personal information.
16. Competitors
If you provide services similar to ours for commercial gain, you may not use the Website or its information to compete with us, and you will be responsible for any loss we suffer from a breach of this clause.
17. Your consumer rights
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
For Partners in New Zealand and the United Kingdom, see clause 21.
18. General disclaimer
Subject to clause 17 and to the extent permitted by law, terms and warranties not set out in these Terms are excluded, and we do not guarantee that the Website will be uninterrupted, error-free or free of harmful components, or that third-party content on it is accurate.
19. Limitation of liability
Subject to clause 17 and to rights that cannot lawfully be excluded, we are not liable to you for indirect or consequential loss or lost profits, and our total liability in any 12-month period is limited to the greater of the fees and Base Costs paid to us in that period and A$1,000. These limits do not apply to death or personal injury, fraud, wilful misconduct, breach of privacy law, or Partner Earnings and giving we owe.
20. Termination
You may close your account at any time by giving us 30 days' notice through the Contact Us page. We may end these Terms with you if you breach them, if the law requires it, if we stop providing the Services in your country, or if providing them to you is no longer commercially viable. Where we can, we will tell you why and give you a chance to fix the problem first. We give 30 days' notice before closing a store that has been inactive for 12 months. On closure we complete or refund open orders and pay any Partner Earnings and giving owed. Rights and obligations that have accrued continue after termination.
21. Country-specific terms
This clause applies on top of the rest of these Terms. If they conflict, this clause wins for Partners in that country.
Australia. Partners in Australia contract with Bootstrap Innovations Pty Ltd. Where you are a small business, the unfair contract terms protections in the Australian Consumer Law apply to these Terms. Where you acquire goods or services from us that are covered by the consumer guarantees in the Australian Consumer Law, clause 17 applies. You must give us your ABN. If you do not, we may be required by law to withhold tax from your Partner Earnings. We issue recipient-created tax invoices as set out in clause 8.
New Zealand. Partners in New Zealand contract with Merchable NZ Limited, and these Terms are governed by the laws of New Zealand, with the courts of New Zealand having non-exclusive jurisdiction. You acquire the Services in trade, and you and we agree that, to the extent permitted by section 43 of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986, those Acts' guarantees and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable for us both to be bound by this. Merchable NZ Limited issues buyer-created taxable supply information for your supplies to it. You agree not to issue your own taxable supply information for them and to tell us within 7 days if your GST registration changes.
United Kingdom. Partners in the United Kingdom contract with Merchable Industries UK Ltd, and these Terms are governed by the laws of England and Wales, with the courts of England and Wales having non-exclusive jurisdiction. You act in the course of your business, so the Consumer Rights Act 2015 does not apply to you. If you are VAT-registered, you and Merchable Industries UK Ltd agree to self-billing: we issue self-billed invoices for your supplies to us, you will not issue your own VAT invoices for those supplies, and you will tell us within 7 days if you stop being VAT-registered, change your VAT number or sell your business. This self-billing agreement renews every 12 months while you have an account. We handle the personal information of UK users under the UK GDPR as described in our Privacy & Cookie Policy.
All other countries. Partners in any other country contract with Bootstrap Innovations Pty Ltd under the laws of Queensland, Australia. You are responsible for complying with the laws and taxes of your own country, and we may decline to provide the Services in a country where we cannot lawfully or practically do so.
22. Indemnity
You will cover our losses, including reasonable legal costs, to the extent they are caused by Your Content infringing someone's rights, your false or misleading claims, or your breach of the law or these Terms. We will tell you promptly about any claim and let you take part in its defence.
23. Disputes
If a dispute arises, the party raising it must give the other written notice describing the dispute and the outcome it wants. The parties must try in good faith to resolve it within 28 days. If it is not resolved, either party may refer it to mediation by a mediator agreed between them or appointed by the Resolution Institute, held in Brisbane or online. Each party pays its own costs and the mediator's fees are shared equally. Communications in this process are confidential and without prejudice. Either party may end the mediation after two months. Neither party may start court proceedings until this process is complete, except for urgent relief.
24. Governing law
Subject to clause 21, these Terms are governed by the laws of Queensland, Australia, and the courts of Queensland have non-exclusive jurisdiction.
25. Severance
If any part of these Terms is found to be void or unenforceable, that part is severed and the rest remains in force.