YourBeans Merchant Agreement
A white-label coffee-commerce service provided by MyShop Enterprises Pty Ltd, available both as a Shopify app and as the YourBeans hosted platform.
Version: 2026-09 | Applies to: all YourBeans merchants, whether they operate through the YourBeans Shopify app or a store hosted on the YourBeans platform.
Acceptance
By installing the YourBeans Shopify app, creating a store on the YourBeans hosted platform, activating a subscription plan, or placing or accepting orders through the YourBeans platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including the Third-Party Roaster Risk Disclaimer at clause 5. No physical or electronic signature is required. If you do not agree, do not install, create a store, or otherwise use the YourBeans service.
Parties
- Platform Operator: MyShop Enterprises Pty Ltd (ABN 81 685 563 982 / ACN 685 563 982), of 11 May Street, St Peters NSW 2044, trading as YourBeans (“YourBeans”, “the Platform”, “we”, “us”, “our”).
- Fulfilment Partner / Roaster: Numero Uno Coffee International Pty Ltd (ABN 99 130 396 477 / ACN 130 396 477), of 11 May Street, St Peters NSW 2044 (“Numero Uno”, “the Roaster”), an independent business that acts as the roasting and fulfilment agent for orders processed through the Platform.
- Merchant: The individual or entity that installs the YourBeans Shopify app or creates a store on the YourBeans hosted platform, and accepts this Agreement (“you”, “the Merchant”).
1. Definitions
- Agreement — this Merchant Agreement, including its schedules and amendments.
- Service Mode — the way the Merchant uses YourBeans: either (a) the Shopify app, where the Merchant’s Shopify storefront is connected to the YourBeans app; or (b) the hosted platform, where the Merchant’s storefront is hosted by YourBeans and published at the Merchant’s own registered domain or a yourbeans.com.au subdomain.
- Merchant Store — the Merchant’s online storefront under either Service Mode, through which Products are sold to End Customers.
- Products — the coffee products (single origins, blends, and custom-labelled coffee) in the YourBeans catalogue, roasted by Numero Uno.
- End Customer — any person who purchases a Product from the Merchant Store.
- COGS — cost of goods sold: the wholesale price charged to the Merchant per unit, per the current pricing schedule published on the Platform.
- Platform — the YourBeans technology (the Shopify app and the hosted platform, as applicable) operated by MyShop Enterprises Pty Ltd.
- Platform Fee — where the Merchant uses the hosted platform, the fee retained by YourBeans on End Customer transactions processed through the Platform, in addition to any Subscription Plan fee.
- Subscription Plan — the monthly tier selected by the Merchant, as described at yourbeans.com.au.
- Fulfilment SLA — the service levels in Schedule A.
2. Term
This Agreement commences when the Merchant installs the YourBeans app, creates a store on the hosted platform, or activates a subscription, and continues month-to-month, renewing automatically at the start of each billing cycle, until terminated under clause 15.
3. Platform Services
3.1 YourBeans provides, in both Service Modes: the YourBeans product catalogue sourced and roasted by Numero Uno; automated order processing and transmission to Numero Uno for fulfilment; billing infrastructure for COGS collection and subscription management; shipment tracking; and merchant support per the Subscription Plan.
3.2 Shopify app mode. Where the Merchant uses the Shopify app, YourBeans provides the app connecting the Merchant’s Shopify store to the catalogue and fulfilment, plus AI branding tools (subject to plan tier and available credits).
3.3 Hosted platform mode. Where the Merchant uses the hosted platform, YourBeans additionally provides a hosted storefront and merchant portal; publication to a yourbeans.com.au subdomain or the Merchant’s own registered domain; and integrated checkout and payment processing (via Stripe Connect). Where the Merchant purchases or renews a domain through the Platform, the cost is charged to the Merchant’s payment method, and renewal (including failed-payment dunning) is handled per the Platform’s published domain terms. Provision of hosting does not guarantee uninterrupted availability; YourBeans will make reasonable endeavours to maintain the storefront.
3.4 Numero Uno provides roasting, packing, and dispatch of Products per the Fulfilment SLA; quality standards consistent with its specialty grading and roasting processes; white-label dispatch bearing no Numero Uno or YourBeans branding visible to End Customers unless agreed in writing; and batch roast records on request.
3.5 No exclusivity. Unless separately agreed in writing, this Agreement grants no exclusive territory, product category, or market.
4. Merchant Obligations
The Merchant agrees to: operate a lawfully registered business and hold a valid ABN where applicable; accurately represent Products (origin, weight, grind) using approved or materially consistent catalogue copy; make no false, misleading, or deceptive claims under the Australian Consumer Law; maintain a current, active payment method for automated COGS and subscription billing; promptly notify YourBeans of any End Customer complaint, product recall concern, or adverse health incident; not resell Products in a manner that brings YourBeans or Numero Uno into disrepute; not represent themselves as an employee, agent, or partner of YourBeans or Numero Uno; ensure the Merchant Store carries a compliant Privacy Policy and End Customer terms; and not copy, reverse engineer, or replicate the Platform or product formulations for independent commercial use.
5. Third-Party Roaster Risk Disclaimer and Acknowledgment
This clause forms an essential part of the terms the Merchant accepts.
5.1 Nature of the service. YourBeans operates a technology platform that connects the Merchant Store to the Roaster. When an End Customer places an order, it is routed to the Roaster, who is solely responsible for roasting, packaging, quality control, and shipping the Product to the End Customer. YourBeans does not roast, pack, warehouse, or ship any Product, and does not take ownership or possession of goods at any point.
5.2 Independent status of the Roaster. The Merchant acknowledges and agrees that: - The Roaster is an independent business, wholly separate from and not owned or controlled by YourBeans. - YourBeans does not guarantee the ongoing trading status, solvency, financial stability, or continued operation of the Roaster. - The Roaster may cease trading, become insolvent, enter administration or liquidation, be sold, change ownership, discontinue product lines, or otherwise become unable or unwilling to fulfil orders, at any time and without notice to YourBeans or to the Merchant. - Because the Merchant Store relies on this single supplier, any such event may leave the Merchant unable to fulfil orders until an alternative arrangement is made.
5.3 Limitation for Roaster-related events. To the maximum extent permitted by law, YourBeans (including its officers, employees, and related entities) will not be liable for any loss, damage, cost, or expense the Merchant incurs in connection with: the Roaster ceasing to trade, becoming insolvent, or going out of business; the Roaster being sold or changing ownership (including resulting changes in pricing, specification, or availability); delayed, incomplete, incorrect, or failed fulfilment by the Roaster; product quality, safety, labelling, or compliance issues arising from the Roaster’s processes; discontinuation or reformulation of any Product; or any consequential loss (including lost sales, lost profits, reputational damage, refunds, or chargebacks) arising from the above. This applies whether the claim arises in contract, tort (including negligence), under statute, or otherwise, except to the extent liability cannot lawfully be excluded, including non-excludable guarantees under the Australian Consumer Law.
5.4 No guarantee of supply or continuity. Product availability, pricing, lead times, and roasting capacity are set by the Roaster and may change at any time. Provision of the Platform is not a guarantee of the Roaster’s continued trading or ability to supply.
5.5 Merchant acknowledgment. By accepting this Agreement, the Merchant confirms it understands and accepts the single-supplier risk described in this clause and enters into the Agreement on that basis.
6. Quality Control and Liability
6.1 Numero Uno is responsible for the quality of coffee at the point of dispatch; Products are roasted fresh to order and dispatched only where they meet Numero Uno’s specialty-grade standards.
6.2 Once a consignment is dispatched and transferred to a carrier, responsibility for physical damage, temperature exposure, or loss in transit passes to the carrier. YourBeans will make reasonable endeavours to assist with carrier claims.
6.3 The Merchant is solely responsible for managing End Customer delivery expectations, providing accurate delivery addresses, and any claims, disputes, chargebacks, or liability arising from the Merchant’s own representations to End Customers.
6.4 Limitation of liability. To the maximum extent permitted by law: YourBeans’ total aggregate liability under or in connection with this Agreement will not exceed the total subscription fees (and, where applicable, Platform Fees) paid by the Merchant in the three (3) months immediately preceding the event giving rise to the claim; neither YourBeans nor Numero Uno is liable for any indirect, consequential, special, or exemplary loss (including lost revenue, lost profit, or reputational damage), whether or not foreseeable; and nothing excludes liability for death or personal injury caused by negligence, fraud, or any non-excludable guarantee under the Australian Consumer Law. This clause operates together with, and does not limit, clause 5.3.
6.5 Product defect claims. Where an End Customer reports a product defect (e.g., contamination, foreign object, incorrect product), the Merchant must notify YourBeans in writing within 48 hours of becoming aware, retaining affected packaging. YourBeans will investigate with Numero Uno and, where a manufacturing defect is confirmed, arrange a replacement at no charge to the Merchant or End Customer.
7. Shipping and Fulfilment
7.1 Numero Uno is responsible for roasting, packing, labelling, and lodging orders with the nominated carrier, per Schedule A. 7.2 Shipping costs are calculated at order time based on destination, weight, and carrier rates; shipping COGS is charged to the Merchant’s payment method alongside product COGS at fulfilment. 7.3 YourBeans and Numero Uno may select the most appropriate carrier (currently Australia Post, Aramex, StarTrack, and DHL, among others). Carriers may be added, removed, or changed at any time; a preferred carrier may be requested but is not guaranteed. 7.4 Delivery timeframes are indicative only; neither party is liable for delays caused by carriers, customs, natural events, or circumstances beyond reasonable control. 7.5 Where a parcel is returned as undeliverable due to an incorrect or incomplete address provided by the Merchant or End Customer, re-dispatch cost is borne by the Merchant; unclaimed returned stock is held 14 days, then may be disposed of at Numero Uno’s discretion. 7.6 YourBeans primarily fulfils within Australia; international dispatch requires prior written approval and is subject to additional carrier terms, duties, and destination-country compliance, which are the Merchant’s sole responsibility.
8. Returns and Refund Policy
8.1 Coffee is a perishable, consumable product; change-of-mind returns from End Customers are not accepted. Merchants should communicate this clearly on the Merchant Store. 8.2 A refund or replacement is provided to the Merchant (and accordingly to the End Customer) only where: the Product delivered is materially different from what was ordered; it arrived damaged due to a confirmed packaging failure at dispatch; it arrived with an expired or near-expired roast date outside acceptable freshness windows; or the order was lost in transit and the carrier confirms non-delivery. 8.3 To claim, the Merchant must notify YourBeans at support@yourbeans.com.au within 7 days of the End Customer receiving (or failing to receive) the order, with the order number, a description, and photographic evidence. YourBeans responds to eligible claims within 5 business days; approved claims result in a replacement dispatch or a COGS credit. 8.4 The Merchant manages the refund relationship with End Customers under the Australian Consumer Law and its own store policy. YourBeans and Numero Uno are not party to, and bear no direct liability to, End Customers. 8.5 Not eligible: subjective dissatisfaction with taste, flavour, or roast level; claims outside the 7-day window; damage from improper storage or handling after receipt; orders placed with incorrect details by the Merchant.
9. Billing and Payment
9.1 The Merchant pays the applicable monthly Subscription Plan fee as published on the Platform. Subscription fees are charged in advance and are non-refundable, including on early termination. 9.2 On fulfilment of each order, the applicable COGS (product + shipping) is charged to the Merchant’s payment method. COGS pricing is published on the Platform and may be updated by YourBeans on 14 days’ written notice. 9.3 Hosted platform payments. Where the Merchant uses the hosted platform, End Customer payments are processed through the Merchant’s connected payment account (Stripe Connect), and YourBeans retains the Platform Fee on each transaction. The Merchant authorises YourBeans to deduct or collect the Platform Fee and applicable COGS through the Platform’s payment arrangements. 9.4 Where a COGS, Platform Fee, or subscription payment fails, YourBeans will make up to three (3) retry attempts over 5 business days; if unpaid, YourBeans may suspend order processing (and, on the hosted platform, storefront publication) until settled. Persistent non-payment may result in termination under clause 15. 9.5 All fees are in Australian Dollars (AUD). GST applies per A New Tax System (Goods and Services Tax) Act 1999 (Cth); YourBeans issues tax invoices for taxable supplies.
10. Intellectual Property
10.1 The Merchant acknowledges that all IP in the Platform, product formulations, roasting profiles, brand assets, and catalogue content belongs to YourBeans and Numero Uno respectively. No licence is granted except as expressly permitted. 10.2 The Merchant retains all IP in its own brand name, logo, custom label designs, and store content, and grants YourBeans and Numero Uno a limited, non-exclusive licence to host, reproduce, and use those assets solely to operate the Merchant Store (where hosted) and fulfil the Merchant’s orders. 10.3 Brand assets created using YourBeans AI design tools are the Merchant’s property upon creation. YourBeans makes no warranty that AI-generated designs are free from third-party IP claims and recommends the Merchant conduct its own IP clearance before commercial use.
11. Confidentiality
Each party keeps confidential any information disclosed by the other that is designated confidential or that a reasonable person would understand to be confidential (including pricing, platform architecture, and product formulations). This survives termination for two (2) years.
12. Indemnity
The Merchant indemnifies and holds harmless YourBeans and Numero Uno, their directors, employees, and agents, against any loss, claim, damage, liability, cost, or expense (including legal costs on a solicitor-client basis) arising from: the Merchant’s breach of this Agreement; any false, misleading, or deceptive representation made by the Merchant to End Customers; the Merchant’s failure to comply with applicable laws (including the Australian Consumer Law and privacy legislation); the Merchant’s reliance on the Roaster; or any third-party claim arising from the Merchant Store or the Merchant’s commercial activities. This is in addition to the Merchant’s acknowledgments in clause 5.
13. Force Majeure
Neither party is liable for delay or failure to perform to the extent it results from circumstances beyond its reasonable control (including natural disasters, pandemics, industrial action, government restrictions, or carrier disruptions). The affected party must notify the other promptly and take reasonable steps to minimise the impact.
14. Brand Protection and Reputation
14.1 The Merchant must not use the YourBeans or Numero Uno name, brand, or IP in a manner that is misleading, defamatory, or likely to bring either into disrepute. 14.2 The Merchant must not make representations about Numero Uno’s products, awards, or processes without prior written approval from YourBeans. 14.3 The Merchant may describe its products as “specialty coffee” or “premium quality” where consistent with the YourBeans catalogue, but must not claim direct affiliation with Numero Uno without written permission.
15. Termination
15.1 The Merchant may terminate at any time by cancelling its subscription; termination takes effect at the end of the current billing cycle, and pending orders are fulfilled and charged in the ordinary course. 15.2 YourBeans may terminate immediately on written notice where the Merchant: materially breaches and fails to remedy within 7 days; fails to maintain a valid payment method or has an unpaid balance exceeding 14 days; engages in conduct that (in YourBeans’ reasonable opinion) brings YourBeans or Numero Uno into disrepute; or becomes insolvent or ceases business. 15.3 On termination, the Merchant’s access (and, on the hosted platform, storefront publication) is deactivated and outstanding charges become immediately due. Clauses 5, 10, 11, 12, and 16 survive termination. Domain ownership, where a domain was registered in the Merchant’s name, is dealt with per the Platform’s domain terms.
16. Dispute Resolution
The parties will first attempt good-faith negotiation within 14 days of written notice of a dispute; if unresolved, refer it to mediation through the Australian Disputes Centre or a mutually agreed mediator, costs shared equally; if mediation is unsuccessful, either party may pursue proceedings in the courts of New South Wales.
17. Governing Law
This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of its courts.
18. General
18.1 Entire agreement. This Agreement is the entire agreement on its subject matter and supersedes prior agreements and understandings. 18.2 Amendments. YourBeans may amend this Agreement on 14 days’ written notice (including via email or Platform notification); continued use after the notice period constitutes acceptance. 18.3 Waiver. A failure to enforce a right is not a waiver of it. 18.4 Severability. An unenforceable provision is limited or severed to the minimum extent necessary; the remainder continues in full force. 18.5 Relationship. Nothing creates a partnership, joint venture, employment, or agency relationship; the Merchant is an independent contractor.
Schedule A — Fulfilment SLA
| Item | Standard |
|---|---|
| Roast & pack lead time | 2 to 4 business days from order confirmation |
| Order cut-off | 10:00 AM AEST on business days. Same-day roasting is a target where capacity allows, not a guarantee; later orders and peak periods roll to the next business day. |
| Dispatch notification | Automated tracking within 24 hours of dispatch |
| Estimated metro delivery | 1 to 3 business days post-dispatch (Australia Post / Aramex) |
| Estimated regional delivery | 3 to 7 business days post-dispatch |
| Peak exceptions | Extended lead times may apply on public holidays and the December to January peak; YourBeans will notify merchants in advance |
| Product freshness | All orders dispatched within 48 hours of roasting; roast date on packaging |
All lead times and delivery windows above are estimates only and depend on carrier performance. Neither YourBeans nor Numero Uno guarantees a dispatch or delivery date, and same-day processing is not guaranteed.
Schedule B — Current Product COGS Schedule
COGS pricing is subject to change on 14 days’ notice. Current rates as at the date of this Agreement:
| Product type | COGS (excl. shipping) |
|---|---|
| 250g Blend | $14.00 |
| 250g Single Origin | $14.00 |
| 1kg Blend | $37.00 |
| 1kg Single Origin / Decaf | $42.00 |
Shipping COGS is calculated at dispatch based on current carrier rates and charged separately. Any hosted-platform transaction fee is handled per clause 9 and the platform’s Stripe Connect configuration.