These Terms apply to your use of the OnlyFromNZ B2B Marketplace (the Marketplace). By accessing and using the Marketplace:
If you do not agree to these Terms, you are not authorised to access and use the Marketplace, and you must immediately stop doing so.
If the processing of Content (as defined below) is governed by the GDPR (as defined below), the additional terms in the Data Processing Addendum (as defined below) also form part of these Terms.
We may change these Terms at any time by updating them on the Marketplace.Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Marketplace, you agree to be bound by the changed Terms.
We may change, suspend, discontinue, or restrict access to, the Marketplace without notice or liability.
Terms and Conditions last updated: These Terms were last updated on 6 August 2021.
In these Terms:
Agent means an intermediary whose role is to connect sellers with buyers within the Marketplace.
Buyer means a Marketplace user who purchases Samples or accepts a Quote for goods or services advertised by a Producer in a Listing on the Marketplace
Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via the Marketplace including, in the case of a Producer, all content, data and information uploaded into the Marketplace by us on the Producer’s behalf when creating a Listing
Customers means Buyers and Producers with valid user accounts on the Marketplace.
Data Processing Addendum means the data processing addendum attached to these Terms
Fees means the fees payable by Producers to us in respect of the Marketplace as set out in clause 9.
GDPR means the General Data Protection Regulation of the European Union
Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property
Listing means an advertisement or post by a Producer on the Marketplace offering goods and/or services to Marketplace users
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Marketplace means the Website and/or the Marketplace mobile app (as applicable)
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way, or is otherwise offensive to Muslim communities
Order means a written request by a Buyer to a Producer via OFNZ to provide goods and/or services
Outward means the escrow payment service provider available at www.outward.nz/ and our nominated payment provider
Personal information means information about an identifiable, living person
Producer means a person who has set up an account with the Marketplace to list goods and/or services and offers such goods and/or services to Marketplace users. Producers are also referred to as Artisans on the Marketplace and the terms are interchangeable.
Quote has the definition given to it in clause 8
Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law, but excludes customs duties and product registration costs
Sample means a one-off sample supply of goods and/or services purchased by and provided to the Buyer
Service means the work and investment done by OnlyFromNZ on behalf of Producers and Buyers to ensure the success of the Marketplace.
Terms means these terms and conditions titled OnlyFromNZ B2B Marketplace Terms and Conditions including, if the processing of Content is governed by the GDPR, the Data Processing Addendum
Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide the Marketplace, including any third-party solutions, systems and networks
User ID means a unique name and/or password allocated to you to allow you to access the Marketplace
We, us or our means the OnlyFromNZ Limited, NZBN 9429046774606
Website means www.onlyfromnz.co.nz
You means you or, if clause 1.2c applies, both you and the other person on whose behalf you are acting
In these Terms:
clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
words in the singular include the plural and vice versa; and
a reference to:
a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
including and similar words do not imply any limit; and
a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
We provide, manage and own an online B2B curated Marketplace offering high-quality New Zealand-made goods and (eventually) services to buyers in the GCC and beyond.
We act as an Agent for Marketplace users to transact and are not a party to any an agreement to buy, sell or provide the goods or services advertised on the Website. We are not an auctioneer or broker. When a Buyer purchases goods and/or services and a Producer agrees to provide goods and/or services, they are entering into an agreement directly with each other, including where payment is made through the Marketplace or Outward.
Any interaction between you and another Marketplace user, including any agreement entered into between you and another Marketplace user, is a matter directly between you and them only. Other than our obligations set out in these Terms, we are not liable to you for any failure by any Marketplace user to comply with these Terms or any other legal obligation.
We will use reasonable efforts to provide Marketplace in accordance with these Terms and New Zealand law.
Our provision of the Marketplace to you is non-exclusive. Nothing in these Terms prevents us from providing the Marketplace to any other person.
Subject to clause 7, we will use reasonable efforts to ensure the Marketplace is available on a 24/7 basis. However, it is possible that on occasion the Marketplace may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.
Through the use of web services and APIs, the Marketplace may interact with a range of third-party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation.
You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
You must keep your User ID secure and:
You must obtain our written permission to establish a link to the Marketplace. If you wish to do so, email your request to email@example.com. Any websites or social media linked to our Marketplace must:
When accessing and using the Marketplace, you must:
to the extent necessary for you to use the Marketplace in accordance with these Terms;
You are responsible for procuring all licences, authorisations and consents required for you to access and use the Marketplace, including to use, store and input Content into, and display Content using, the Marketplace.
You indemnify us against all Loss we suffer or incur as a direct or indirect result of:
This clause 6 applies to Producers.
To create a Listing, you must provide to us:
If goods and/or services become unavailable for any reason, you agree to notify us immediately, so that we may remove or suspend the Listing as soon as practicable.
You must not:
Producers must liaise with us to prepare a wholesale quote in response, and include Sample pricing, minimum order quantities, shipping and handling costs, payment terms, the recall or returns process, and any additional terms and conditions (Quote).
This clause 7 applies to Marketplace users where the user is not using the Marketplace as a Producer.
Your use of the Marketplace is subject to you passing our validation procedure.
You must not:
To purchase goods and/or services from a Listing, Buyers and Producers must follow the request for quote process set out below (Request for Quote).
Buyers must place an Order through a Marketplace Listing, and include the goods and/or services it wishes to purchase, a requested delivery date, and any other information reasonably required by the Buyer.The Producer may accept or reject any Order, on reasonable grounds.
We will provide the Quote to the Buyer on the Producer’s behalf. The Quote is valid from 90 days following receipt by the Buyer.
If the Buyer accepts the Quote, it becomes a binding agreement between the Buyer and the Producer for the provision of goods and/or services on the terms set out in the Quote.
To purchase Samples of goods from a Listing, Buyers must place an Order for Samples through a Listing, and include the Samples it wishes to purchase, a requested delivery date, and any other information reasonably required by the Buyer.
The Producer may accept or reject any Order for Samples, on reasonable grounds.
A Sample will be couriered by us to the Buyer at the Buyer’s expense.
The cost of these Samples will be refunded when the Buyer makes their first commercial order of the goods ordered as Samples.
To make or receive payments on the Marketplace, you must use Outward, Stripe (credit card payment) or Direct Bank Transfer. Your use of the Marketplace is subject to your acceptance of and compliance with our and Outward’s terms and conditions and privacy policies.
We will issue quarterly statements to Producers. These statements will set out:
We will pay the net amount due to you within 24 hours following reciept of the net amount from the Buyer in the same currency we receive payment in, less our commission and any fees or commissions associated with the payment method.
Our fees for selling product on the Marketplace are 25% of the total contract value (excluding freight) for the first sale and 15% of the total contract values (excluding freight) for every sale thereafter, plus GST or Sales Tax as applicable.
We may, by giving at least 30 days’ notice, increase the Fees from time to time.We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Fees, you may remove your Listings and/or your account. If you do not remove your Listings before the effective date of the increase, you are deemed to have accepted the increased Fees.
Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. This includes ownership of your product imagery paid by you and shot by us. 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:
Without limiting clause 1, 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 these Terms).
You acknowledge and agree that to the extent Content contains personal information, in collecting, holding and processing that information through the Service, we are acting as your Agent for the purposes of any applicable privacy law and as a processor for the purposes of the GDPR. You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.
While we will use reasonable endeavours to back up all Content stored using the Marketplace, you must keep separate and regular back-up copies of all Content supplied to us for use on the Marketplace.
Other than your Content, we (and our licensors) own all proprietary and intellectual property rights in the Marketplace and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trademarks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
If you provide us with ideas, comments or suggestions relating to the Marketplace or Underlying Systems (together feedback):
You must treat all information available and otherwise provided through the Marketplace as strictly confidential and may only use that information for the purpose of buying, selling and providing goods and/or services through the Marketplace.
Confidential Information expressly includes contact details of each Marketplace user but does not include any information already in the public domain, or independently known to you.
You are not required to provide personal information to us, although in some cases if you choose to not do so then we will be unable to make certain functions of the Marketplace available to you.
To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:
To avoid doubt, you are responsible for ensuring the process by which you access and use the Marketplace protects you from this;
All advertisements, arrangements and agreements to buy, sell or provide goods and/or services through the Marketplace are 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 Marketplace, or your use of the Marketplace.
Without limiting clause 2:
To the maximum extent permitted by law:
This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability will be limited to NZD100.00.
To the maximum extent permitted by law and only to the extent clauses 1 and 15.2 of these Terms do not apply:
This Clause does not apply to limit:
If you are a Producer, you may suspend or terminate your account by providing us with three months’ notice in writing.
Subject to clause 1, if you are a Buyer, you may cease using the Marketplace at any time by removing your account from the Marketplace. If you do this, these Terms and your right to access and use the Marketplace will terminate immediately.
Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Marketplace if the other party:
Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
Clauses which, by their nature, are intended to survive termination of your right to access and use the Marketplace, including clauses 10 to 15, 4, 16 and 17.
Subject to clause 4, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.
Without limiting any other right or remedy available, we may restrict or suspend your access to the Marketplace if we consider you have:
If we need to contact you, we may do so by email or by posting a notice on the Marketplace. You agree that this satisfies all legal requirements in relation to written communications.
These Terms, and any dispute relating to these Terms or the Marketplace, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Marketplace.
We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.
You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
No person other than us and you has any right to a benefit under, or to enforce, these Terms.
Subject to clause 1, any variation to these Terms must be in writing and signed by both parties.
For us to waive a right under these Terms, that waiver must be in writing and signed by us.
If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
These Terms set out everything relating to your access and use of the Marketplace and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Marketplace that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.