Terms & Conditions – Vendor

Introduction

NZ.OnlineArtDirect.com is a New Zealand-owned and operated online shopping platform (Platform). (You) means you. You can use our Platform to list a wide range of products as a third party retailer, supplier, merchant or vendor (Vendor). While we operate the Platform, when you are selling products on it, you will be transacting directly with user (Buyer).

By using the Platform (and any of our associated websites, apps or social media pages), you accept these Terms & Conditions – Vendor (Agreement) and our Privacy Policy. We may change these terms at any time, and changes will be posted on the Platform. By continuing to use the Platform, you agree to be bound by any changes.

New Zealand Artist Only – This website (https://nz.onlineartdirect.com) “Platform” is for NZ artists and customers only, artists must be based in New Zealand and ship (send) from within New Zealand.
For other available countries please visit here.

To the extent that Vendors’ own terms and conditions are inconsistent with the terms and conditions in this Agreement, the terms and conditions in this Agreement will take precedence and apply.

2. Modification

You can review the most current version of this Agreement at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of this Agreement by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the service following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may change, suspend, discontinue, or restrict access to, Platform and/or the Platform Services without notice or liability.

3. The Platform

3.1 Registration

You must be a registered member to list products on the Platform. To register as a member, you must be at least 18 years old and have a current New Zealand residential address. You will also need to provide us with personal information including your name, address, valid mobile phone number and email address. You are responsible for ensuring this information is up to date at all times. One account per user.

We may disable your registration at any time if we believe that you are not using NZ.OnlineArtDirect.com in an appropriate or reasonable way.

3.2 Use of the Platform

You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We are not responsible for any unauthorised activity on your account if you fail to keep your account login information secure. If you suspect or become aware of any unauthorised use of your account, you must notify us immediately and take immediate steps to re-secure your account.

Other than connecting to NZ.OnlineArtDirect.com through the Platform, you must not gain or attempt to gain access to NZ.OnlineArtDirect.com’s servers. You agree not to disrupt, modify or interfere with the Platform and its associated software, hardware and data in any way.

We do not warrant that the Platform will be available at all times and without disruption. We may make changes to the content on the Platform at any time without notice.

The Platform has some links to third party websites. These sites have not been prepared by us and are not under our control. Any third party links are only provided as a convenience and we are not responsible for the content or availability of any of these links.

3.3. The Platform acts as an intermediary for users to transact and are not as an agent (except to the extent to facilitate payment of Products and/or Services) or party to any agreement to buy, sell or provide Products and/or Services advertised on the Platform. When a user purchases Products and/or Services using the Platform, they are entering into an agreement directly with you the Vendor.

3.4. Any interaction between you and another user, including any sale of Products or Services through the Platform, is a matter directly between you and that user. Other than our obligations set out in this Agreement, we are not liable to you for any failure by any user to comply with the Agreement or any other legal obligation.

3.5. We will use reasonable efforts to provide the Platform in accordance with this Agreement and New Zealand law.

3.6. Our provision of the Platform to you is non-exclusive. Nothing in this Agreement prevents us from providing the Platform to any other person.

3.7. Please note that we do not accept businesses or sellers selling Products and/or Services from certain industries on the Platform, including those relating to weapons, recreational drugs, pharmaceuticals and other medicines, tobacco, sex work etc. We have the sole discretion to remove any product and/or Vendor from the Platform.

Your Obligations

4.1. We have expectations and requirements of Vendors who use the Platform and we expect Vendors to abide by this Agreement. You and your personnel must:

Use the Platform in accordance with this Agreement and solely for your own internal business purposes;
Comply with all applicable law, including all of your obligations under the the the Consumer Guarantees Act 1993, Privacy Act 2020, Unsolicited Electronic Messaging Act 2007, Fair Trading Act 1986 and any other relevant New Zealand law;
Not resell or make available the Platform to any third party, or otherwise commercially exploit the Platform;
Use the Platform in compliance with the listing rules this Agreement and the Vendor Listing Obligations under clause 5;
Provide true, current and complete information in your dealings with us (including when setting up an account and creating a Vendor Store), and must promptly update that information as required so that the information remains true, current and complete. You also confirm that the information provided through the registration process or subsequent to registration, is not misleading or deceptive, or is likely to mislead or deceive;
When accessing and using the Platform, you and your personnel must:
- Not impersonate another person or misrepresent authorisation to act on behalf of others or us;
- Not transmit any unsolicited advertising, promotional materials or any other forms of solicitation to other Platform users;
- Not attempt to undermine the security or integrity of the Platform or its systems;
- Not use, or misuse, the Platform in any way which may impair the functionality of the Platform or its systems or impair the ability of any other user to use the Platform;
- Not attempt to view, access, copy, resell, redistribute or store any material or data, including our Intellectual Property, other than:
  - That which you are authorised to access; and
  - To the extent necessary for you to use the Platform in accordance with this Agreement;
- Neither use the Platform, nor transmit, input or store any Content, that:
  - Breaches any applicable law or regulation;
  - Breaches any third party right (including Intellectual Property Rights, Privacy Rights and Publicity Rights); or
  - Is Objectionable, incorrect or misleading;
- Not use or introduce (or allow anything to be used or introduced into the Platform, the Platform Systems or environment any virus, Trojan horse or worm, or other device designed to damage, disable or impair the full use of the Platform or any network or Platform System, software, data or material that underlies or is connected to the Platform; and
- Unless with our agreement, only access the Platform via standard web browsers and apps and not by any other method. Do not use methods that include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.

4.2. You the Vendor are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Platform, including to:

Use, store and input Content into, and display Content using, the Platform; and
Sell Products and Services on the Platform.

4.3. A breach of any of this Agreement by your personnel is deemed to be a breach of this Agreement by you.

4.4. You indemnify us, our directors officers and employees against all Loss we suffer or incur as a direct or indirect result of:

Any actual or alleged claim by a third party, including any claim that any Content infringes the rights of that third party (including Intellectual Property Rights and Privacy Rights) or that the Content is Objectionable, incorrect or misleading;
Your failure to comply with this Agreement, including any failure of a person who accesses and uses the Platform by using your User ID; or
Any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs as a consequence of your Vendor Store Listing or as a result of a relationship established through the Platform.

Vendor Listing Obligations

5.1. You must ensure that all Vendor Listings are posted to the appropriate category. You must familiarise yourself with the requirements of each category to ensure appropriate placement of Vendor Listings.

5.2. When creating a Vendor Listing, you must:

Provide accurate, current and complete information about the Products and/or Services offered, payment terms, delivery methods and who bears the cost of delivery;
Only place listings for Products and/or Services that exist, are able to be sold, and that you are legally entitled to sell or perform;
Disclose the price payable for the Products and/or Services offered in New Zealand dollars and inclusive of GST (where GST is applicable);
Provide any additional terms and conditions that apply to the Products and/or Services offered. These additional terms and conditions must not contain ‘unfair contract terms’ under the Fair Trading Act 1986. For more guidance on what constitutes an ‘unfair contract term’, please see: https://comcom.govt.nz/business/your-obligations-as-a-business/unfair-contract-terms;
Ensure all Products and Services listed for sale are not:
- Prohibited, Restricted or otherwise Objectionable as per the Agreement;
- Illegal, stolen, illegally imported or do not require illegal import or export in order to complete the transaction;
- Unsafe;
- Infringing another person’s Intellectual Property Rights; and/or
- Prohibited by, or in violation of any law, regulation or standard; and
- Ensure the Products or Services comply with any applicable safety or other standards. If you have any doubts about the safety of a Product or Service, do not sell it. You must be satisfied that any Product or Service you sell complies with any applicable product safety standard.

5.3. All descriptions and information in a Vendor Listing must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.

5.4. If Products and/or Services become unavailable for any reason, you agree to remove or suspend the Vendor Listing as soon as practicable.

5.5. If you decide to hold a discount sale on your Products and/or Services, that sale must not be for an indefinite or prolonged period of time. Holding a sale for indefinite or prolonged periods may constitute a breach of the Fair Trading Act 1986. We reserve all rights to remove any Vendor Listings and/or suspend your account where we suspect that a discount sale is being held for an indefinite or prolonged period of time.

5.6. You grant us the right to access your website and social media feeds, copy Public Content and republish Public Content to promote your Vendor Listings, Products and/or Services.

5.7. Once a Platform user has purchased your Products and/or Services from a Vendor Listing, you must supply the Products or Services to which the Vendor Listing relates to that Platform user, in accordance with:

This Agreement;
Any additional terms that apply to the applicable Vendor Listing; and
Any legal or regulatory requirements relating to that Vendor Listing and the supply of the Products and/or Services to which the Vendor Listing relates.

5.8. You acknowledge and agree that you are responsible for all Vendor Listings that you post. Accordingly, you represent and warrant that any Vendor Listing you post will:

Comply with any agreements you have entered into with any third parties;
Comply with all applicable laws and regulations (including the Fair Trading Act 1986 and the Consumer Guarantees Act 1993); and
Not conflict with, or breach the rights of third parties (including Intellectual Property Rights or Privacy Rights).

6. Membership, Commision & Payment

6.1. When you set up your Vendor account, you will be required to sign up and submit your bank account details to Stripe, our third party payment processor. By using Stripe’s payment processing services, you agree to comply with Stripe’s terms and conditions, which includes the payment of a transaction fee for each Product and/or Service sold through the Platform. For more information about Stripe’s transaction fee, please see their terms and conditions.

6.2. When a Platform user purchases your Products and/or Services through the Platform, Stripe will pay you the price for the Products and/or Services sold, minus the Stripe transaction fees and our Commission.

6.3. You will be charged the Membership Fee for each month of your subscription to the Platform. You must pay us the Membership Fee in accordance with the terms of this clause 6. Unless otherwise agreed, the Membership Fee will be charged to your valid debit/credit card in advance of each monthly billing period. All payments will be processed through Stripe.

6.4. Unless you cancel your right to use the Platform prior to the end of the monthly billing period, at the end of each monthly period we will automatically roll over your subscription for a further month.

6.5. If we are unable to collect the Membership Fee from your debit/credit card for any reason, including where your card has expired or there are insufficient funds, you remain responsible for any uncollected amounts, and we may suspend or cancel your access to the Platform without giving you notice.

6.6. We may increase the Commission and/or Membership Fee, or introduce other fees, at any time by giving at least 30 days notice.

6.7. We will notify you of any increase and the effective date of the increase by posting a notice on the Platform and/or emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Commission or Membership Fee, you may remove your Vendor Store and Listings and/or your account. If you do not remove your Vendor Listings or Store before the effective date of the increase, you are deemed to have accepted the increased Commission and Membership Fee.

6.8. Membership Fee’s can be found on the List Your Art Page.

6.9. Commission Fee’s are 5% of the total sale price, including any shipping amounts + Stipe Fees.

7. Content

7.1. Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with this Agreement.

7.2. If you use Content from third parties in your Vendor Store Listings, you must ensure that you have obtained all necessary licences and consents:

To use, publicly display and profit from that Content; and

For us to access, collect, hold, process, copy and distribute the Content as described in this Agreement.

7.3. Without limiting clauses 7.1 or 7.2, you acknowledge that we may use Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of this Agreement).

7.4. While we will use reasonable endeavours to back up all Vendor Store Listings, you must keep separate and regular back-up copies of all Content uploaded by you for Vendor Store Listings.

8. Disclaimer & Limitation Of Liabiity

8.1. To the maximum extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:

Any loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill;
Any Vendor Store Listing;
Any relationship established through the Platform;
Your access and use of the Platform, including if the Platform is unavailable (in whole or in part) or performing slowly;
Any error in, or omission from, any information made available through the Platform;
Any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Platform. To avoid doubt, you are responsible for ensuring the process by which you access and use the Platform protects you from this; and
Any site linked from the Platform. You access linked sites at your own risk. We will not be responsible for the availability, content, security, policies or practices of any linked sites and we will not be responsible for any dealing you have with any party on a linked site. Any link on the Platform to other sites does not imply any sponsorship, endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

8.2. To the maximum extent permitted by law and only to the extent this clause does not apply, our total liability to you under these this Agreement or in connection with the Platform will not exceed the Commission we have received from sales by you through the Platform in the month prior to the first event giving rise to liability. We will not be liable to you under or in connection with this Agreement, the Platform for any loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill, consequential, indirect, incidental or special damage or loss of any kind.

8.3. Clauses 8.1 to 8.2 do not apply to limit:

Our liability under or in connection with this Agreement:
- For personal injury or death;
- or For fraud or wilful misconduct; or
Any liability that cannot be excluded by law.

8.4. We may, from time to time, feature Products and/or Services on our newsletter or socail media platforms. We have the sole discretion to determine what Products and/or Services are featured on those segments and platforms.

8.5. You agree and represent that you are accessing and using the Platform for the purposes of a business and that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Platform or this Agreement.

8.6. You access and use the Platform at your own risk. All Vendor Store Listings and all sales of Products and/or Services through the Platform are also carried out entirely at your own risk. We exclude to the fullest extent permitted by applicable law all liability for any Loss arising out of or in any way connected with any other arrangements that you may have made in connection with the Platform or your use of the Platform.

9. Suspension & Termination

9.1 Unless terminated under this clause 9, this Agreement and your right to access and use the Platform continues until a party gives 30 days’ notice of its intention to terminate the agreement set out in this Agreement. On expiry of that notice, this Agreement and your access to and use of the Platform will terminate.

9.2. You can cease using the Platform at any time by removing your account for the Platform. If you do this, this Agreement and your right to use the Platform will terminate immediately.

9.3. Termination of this Agreement does not affect either party’s rights and obligations that accrued before that termination. If you cease using the Platform or if it is terminated by us, you must complete any outstanding transactions with other users and pay any outstanding Commission and Membership Fees to us.

9.4. No compensation is payable by us to you as a result of termination of this Agreement for whatever reason, and you will not be entitled to a refund of any Commission or Membership Fees that you have already paid.

9.5. Without limiting any other right or remedy available to us, we may restrict or suspend your use of the Platform and/or delete, edit or remove your Content if we consider that you or any of your personnel have:

Undermined, or attempted to undermine, the security or integrity of the Platform or any Underlying Systems;
Used, or attempted to use, the Platform for improper purposes (including failure to comply with the listing rules at Vendor Standards Policy);
Breached applicable laws or regulations, including the Unsolicited Electronic Messaging Act 2007, the Fair Trading Act 1986, Privacy Act 2020 or the Consumer Guarantees Act 1993;
Supplied Content that breaches or may breach this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or is or may be Objectionable, incorrect or misleading; or
Otherwise materially breached this Agreement.

9.6. On suspension or termination, you must immediately cease using the Platform and must not attempt to gain further access.

9.2. You can cease using the Platform at any time by removing your account for the Platform. If you do this, this Agreement and your right to use the Platform will terminate immediately.

Undermined, or attempted to undermine, the security or integrity of the Platform or any Underlying Systems;
Used, or attempted to use, the Platform for improper purposes (including failure to comply with the listing rules at Vendor Standards Policy);
Breached applicable laws or regulations, including the Unsolicited Electronic Messaging Act 2007, the Fair Trading Act 1986, Privacy Act 2020 or the Consumer Guarantees Act 1993;
Supplied Content that breaches or may breach this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or is or may be Objectionable, incorrect or misleading; or
Otherwise materially breached this Agreement.

9.6. On suspension or termination, you must immediately cease using the Platform and must not attempt to gain further access.

10. General Terms

10.1 Privacy

We are committed to protecting your privacy. By accessing and using the Platform, you consent to the collection, use, storage, and disclosure of your personal information in accordance with our Privacy Policy. When creating a Vendor Store or Vendor Listings through the Platform you acknowledge and agree that we may disclose your personal information to the relevant Vendor. Any personal information disclosed to, and used by, a Vendor is governed by that Vendor’s own privacy practices and policies. We accept no responsibility or liability for the privacy practices or policies of any Vendor.

10.2 Intellectual Property

You acknowledge that we are the sole owner or licensee of all intellectual property rights in the Platform and all products listed on it. We hold copyright in all content and elements of our website. You must not copy, alter or reproduce any product, our content or logo, or the Platform (or any part of it), nor permit any person to do so without our prior written consent.

If you correspond or otherwise communicate with us, you automatically grant to us an irrevocable, perpetual, non-exclusive, royalty-free, world-wide licence to use, copy, display, and distribute the content of your correspondence or communication and to prepare derivative works of the content or incorporate the content into other works in order to publish and promote such content. This may include, but is not limited to, publishing testimonials on our Platform and developing your ideas and suggestions for improved products we provide.

10.3 Disclaimer

Nothing in this clause is intended to have the effect of restricting or modifying your rights or our obligations that cannot be restricted or modified by law (e.g. the Consumer Guarantees Act 1993). Subject to the previous sentence, NZ.OnlineArtDirect.com does not accept any liability, direct or indirect, for any loss or damage which may directly or indirectly result from any Vendor’s advice, opinion, information, representation or omission whether negligent or otherwise, on the Platform or your use of the Platform.

You will at all times indemnify, and keep indemnified, us and our directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability incurred or suffered by us arising from any claim, demand, suit, action or proceeding by any person against us where such loss or liability arose out of, in connection with or in respect of your breach of this Agreement.

10.4 General

If any part of this Agreement is found to be void, unlawful or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.

If we do not exercise or enforce any right or provision under this Agreement, it will not constitute a waiver of such right or provision. Any waiver of any provision under this Agreement will only be effective if it is in writing and signed by us.

The Platform and any use of it is governed by, and is to be interpreted in accordance with, the laws of New Zealand and you and we submit to the exclusive jurisdiction of the courts of New Zealand.

11. Third-party offers

From time to time we may send you offers relating to services or products on behalf of our third-party suppliers. Such offers are not offers from us, they are offers from the relevant third-party supplier and the third-party supplier’s terms and conditions and privacy policy will apply to such offers. We are not responsible for fulfilment or management of such offers and you agree that when you accept any third-party offer or engage with any third-party supplier it is at your sole risk.

12. Modification

From time to time we may need to change or modify these Terms to give effect to changes in our business operations, to introduce new features or vary existing features of NZ.OnlineArtDirect.com, and to reflect strategic changes in how the NZ.OnlineArtDirect.com is operated. Where we change or modify these Terms for the reasons set out above, we will endeavour to provide you with reasonable notice through posting a revised version of these Terms on a Participating Retailer’s app, website and/or we will notify you via email. We may not be able to provide you with prior notice of a change where such change is required to protect our legal rights, required to comply with law or for security purposes. Your continued use of NZ.OnlineArtDirect.com after the effective date of a change will constitute your acceptance of the revised Terms. If you do not agree to the changes, you may cancel your Vendor account.

13. Personal Information

We collect a range of personal information about you in connection with your NZ.OnlineArtDirect.com membership, including your contact details, payment details, location, shopping history and preferences, membership utilisation and offer redemption. This information is collected primarily to enable us to provide you with the benefits of NZ.OnlineArtDirect.com, administer the NZ.OnlineArtDirect.com programme, and to provide you a more customised and tailored shopping experience across all of our Participating Retailers. We also use this information in an aggregated form to undertake a range of data analytics and produce insights into customer behaviour to help shape our marketing and business strategies. If you do not provide certain personal information on request, you may be ineligible for an account. We will handle your personal information in accordance with our Privacy Policy. You may request that we update or correct your personal information at any time, as further detailed in our Privacy Policy.

14. General

These terms are governed by the laws of New Zealand.

If any provision in these Terms is deemed invalid, void or unenforceable for any reason, that provision shall be severed from the Terms and shall not affect the validity and enforceability of any remaining provision.

By using this website (NZ.OnlineArtDirect.com) you agree to these Terms & Conditions.

15. Force Majeure

We will not be liable for any errors or delay in performing any of our obligations if such errors or delay is caused by circumstances beyond our reasonable control, including but not limited to, a failure of or interruption relating to the Internet, electricity supply, bank payment systems or postal deliveries.

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