BUSINESS TERMS AND CONDITIONS OF USE

Please read the terms in this VIPPA Business Terms and Conditions of Use (Terms and Conditions) carefully as it is a legal contract. By clicking “I Accept” or by installing or using our platform on the vippa.co.nz and vippa.co.nz websites and/or the VIPPA mobile application (Platform), you will be deemed to have accepted these Terms and Conditions. Do not complete the registration process or use or access the Platform if you do not agree with any of:

VIPPA Limited, a New Zealand registered company of Flat 3, 72 Clydesdale Avenue, Somerville, Auckland 2014, New Zealand (VIPPA, we, us or our) operates the Platform. The Platform provides a means for registered businesses (Businesses) to list their business details on the Platform and, depending on the selected membership class, advertise directly to consumers (App Users) via the Platform (referred to as our Service).

We may change these Terms and Conditions on reasonable grounds at any time. We will tell you via the Platform when we are making such changes. You will be deemed to have accepted those changes if you continue to use the Service after we post the amended terms. If you do not agree to the changes, do not continue to use or access the Service. You may terminate these Terms and Conditions as set out below if you do not agree with any changes that we make.

1. REGISTRATION FOR SERVICE

1.1
To become a registered Business and access the Service, you must:
(a)
be aged 18 years or older;
(b)
complete the application requirements on the Platform (Business Application);
(c)
select your preferred membership class listed in the Schedule (Membership Class); and
(d)
pay the applicable fee (Membership Fee) in accordance with clause 3.1.
 
Once your Business Application is accepted and you have paid the relevant Membership Fee you will receive access to the Platform.
1.2
If you register a Business, you represent that you have authority to bind that entity to these Terms and Conditions.
1.3
When you complete the Business Application, you must provide accurate information regarding your identity, phone number, e-mail address and business details. You must not use the Service under false pretences. You must validate your e-mail address before you will be able to use the Service.
1.4
Upon request, you must provide us with any further information to verify your identity, authority to act on behalf of the business or other rights and the accuracy of the information you have provided.
1.5
You represent and warrant that all information you provide in your Business Application is otherwise true, correct and up-to-date. You agree to keep your Business details up-to-date.

2. YOUR ACCOUNT

2.1
We reserve the right to suspend or cancel your account if we reasonably believe that you have provided misleading information or you have breached these Terms and Conditions or the VIPPA Mobile Application End User Licence Agreement. To the maximum extent permitted by law, we are not liable to you if we exercise these rights.
2.2
You acknowledge and agree that you are responsible for all activities that occur under your account. You agree to maintain the security of your login information and password for the Service and not to permit any other person to use your account. You must notify us immediately of any unauthorised use of your account.

3. PAYMENT

3.1
You agree to pay us the Membership Fee for the Service as listed in the Schedule, or as amended by us from time to time and published on the Platform.
3.2
Unless otherwise agreed, we will not provide any refund for any Membership Fee, including any refund for any part of any annual period in relation to which you have paid the Membership Fee but have ceased to be a registered Business or receive any Service.
3.3
You must pre-pay all monthly amounts due under these Terms and Conditions:
(a)
in New Zealand dollars without set-off of any kind; an
(b)
by using an approved debit or credit card or through electronic transfer in accordance with the payment section of the Platform. By electing to pay using a credit or debit card, you authorise us to debit the Membership Fee from that credit or debit card.
3.4
We may use an agent to process any electronic payment transaction. You agree that we may share your personal information with that agent to the extent necessary to process that payment transaction.
3.5
VIPPA reserves the right to change our Membership Fee or introduce charges for any part of our Service at any time on reasonable written notification to you. You will be given a reasonable opportunity to review and consider the new charges, and to terminate these Terms and Conditions without penalty if you do not accept the change. If we introduce a new service, the charges for that service are effective at the launch of the service, unless otherwise stated.
3.6
Without prejudice to any other rights or remedies we may have, we may suspend your membership and access to the Service if you have not paid any money owing to us by the relevant due date.

4. USE OF THE SERVICE

4.1
We grant you the right to use the Service via the Platform to the extent permitted by your Membership Class.

5. RESTRICTIONS ON USE

5.1
You must comply with all applicable laws when using the Service, and listing, advertising and/or providing any product or service via the Platform. You must not use the Service, or allow it to be used, for any illegal purpose or to further any criminal activity.
5.2
You must not, and must not cause or encourage any other person to, harass, abuse, threaten or injure any other user of the Platform.
5.3
You must not interfere with or damage our Service, including, without limitation, through the use of viruses, registration bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, including methods that in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
5.4
You understand that we make no guarantees, either express or implied, regarding the conduct of App Users or other Businesses. We cannot guarantee the accuracy of any information provided by users of the Service.
5.5
You must not post, link to, or otherwise make available through the Platform any material that is:
(a)
untrue or inaccurate;
(b)
objectionable or offensive in any way; or
(c)
unlawful, libellous, defamatory or otherwise violates any party’s rights, including any intellectual property rights.

7. TERMINATION

6.1
At any time, we may at our discretion:
(a)
withdraw the Service by giving you at least 30 days’ notice.
(b)
modify the Service, including to add or remove any features.
6.2
We may terminate your account, these Terms and Conditions and your access to our Service if:
(a)
you breach these Terms and Conditions or the VIPPA Mobile Application End User Licence Agreement;
(b)
we reasonably consider that you have violated or are likely to violate any applicable laws; or
(c)
we reasonably consider your behaviour whilst using the Service or in connection with your use of the Service, to be unacceptable.
6.3
Any termination of your account and access to our Service by us under these Terms and Conditions pursuant to clause 6.2, may be effected without prior notice. You acknowledge and agree that we may immediately deactivate or delete your account and all related information, statements and history in such account and/or disable any further access to such history, statements and information or our Service. Further, you agree that, to the maximum extent permitted by law, we will not be liable to you or any third party for any costs or damages of any kind for or resulting from any such termination of your account or access to our Service.
6.4
You may terminate your access to the Service at any time via the Service or by sending us written or email notice of termination or other such method as required in your jurisdiction.
6.5
Clauses 2.1, 3.2, 5, 7, 8, 9, 10, 11, 12 and any other clauses intended to survive termination, will survive termination of these Terms and Conditions. Termination will not affect any rights or remedies accrued at the time of termination.

7. INTELLECTUAL PROPERTY AND THIRD PARTY CONTENT

7.1
VIPPA owns all intellectual property rights and other proprietary rights in our Platform (including text, graphics, logos, icons and sound recordings but excluding member content) and the software and other material underlying and forming part of our Service and our Platform. You may not without our prior written permission, in any form or by any means:
(a)
adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from our Platform or any part of our Platform; or
(b)
commercialise, copy or on-sell any information or items obtained from our Service or any part of our Service.
7.2
You must notify us immediately in the event of any third party claim that the Platform, or possession or use of the Platform infringes that third party’s intellectual property rights. You must not make any admission or statement in relation to such a claim without our prior written approval.
7.3
The Service may provide you with access to content and product and service information of other users and third parties (Third Party Content). We do not assert any ownership, are not responsible for, and provide no warranty or endorsement in relation to any:
(a)
adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from our Platform or any part of our Platform; or
(b)
commercialise, copy or on-sell any information or items obtained from our Service or any part of our Service.
7.3
Your use of our Platform is governed by our Mobile Application End User Licence Agreement and Business Terms and Conditions. Please read these carefully, as you agree to them by your use of the relevant website.
(a)
Third Party Content;
(b)
link to any website included in any Third Party Content, or made available by another user or third party through the Service; or
(c)
third party products or services including those advertised or made available through any Third Party Content or any linked website or content.
7.4
Use of such third party products or services, Third Party Content or linked website is at your own risk.
7.5
Where you post or otherwise make available on the Platform any information, material or other content (Your Content), you grant us an irrevocable, royalty-free, perpetual right to edit, copy, publish, distribute, translate and otherwise use Your Content in any medium for the purpose of providing the Service.
7.6
You warrant that you are authorised to make Your Content available and that our possession, modification, display, publication, performance, copying, translation or other use of Your Content will not infringe any third party intellectual property, privacy, contractual or other rights.

8. PRIVACY POLICY

8.1
Personally identifiable information will be collected, stored, used and disclosed in accordance with our Privacy Policy.

9. WARRANTY AND LIABILITY

9.1
Where you are in trade, you acknowledge and agree that we are supplying the Application in trade and, to the extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
9.2
Except as expressly set out in clause 10.1, and to the extent that we are legally permitted to do so, we exclude all warranties, guarantees or terms relation to the application and the related support services, including, without limitation, all warranties, representations and undertakings that:
(a)
the Service:
 
(I) is error free;
 
(II) does not infringe the intellectual property rights of a third party;
 
(III) will be free from interruption for maintenance, updates or any other reason;
(b)
any materials, information or other content included on, or made available through use of the Service:
 
(I) are accurate or complete; or
 
(II) can or should be relied on by you or any other person.
9.3
Without limiting clause 9.2, to the extent permitted by law, we are not liable (in contract, tort including negligence or otherwise) for any damage to any property or personal injury that may arise as a result of, or in connection with, the Service.
9.4
Except as required by applicable law, and subject to clause 10.1, in no event will either we or you be liable to the other (whether in contract, tort including negligence, or otherwise) for any loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature (including any loss of profit, loss of opportunity or loss or corruption of any data or information), arising directly or indirectly out of the Platform, the Service or these Terms and Conditions.
9.5
You acknowledge and agree that the Service is non-exclusive and VIPPA may advertise and market competing businesses on the Service.
9.6
VIPPA does not guarantee any number of viewings or volume of traffic for any Business.

10. INDEMNITY

10.1
You agree to indemnify fully VIPPA from and against all claims, liability, loss, costs and expenses (including the full amount of legal costs) incurred or suffered by VIPPA in respect of, or in connection with, any breach of these Terms and Conditions or applicable laws or any claim, complaint or action of any third party that your use of the Platform or Service infringes that person’s rights or is in breach of any contract, lease, licence or other agreement.

11. GENERAL

11.1
You may not assign, sub-license or transfer these Terms and Conditions, or any of your rights and obligations under it, to any other person without our prior written consent.
11.2
If any part of these Terms and Conditions is held to be invalid, unenforceable or illegal for any reason, these Terms and Conditions will be deemed to be amended by the addition or deletion of wording necessary to remove the invalid, unenforceable or illegal part, but otherwise to retain the provisions of these Terms and Conditions to the maximum extent permissible under applicable law.
11.3
No failure or delay by us to exercise any right or remedy under these Terms and Conditions will be construed or operate as a waiver of such right or remedy. No single or partial exercise by us of any right or remedy will preclude the further exercise of such right or remedy.
11.4
The laws in force in New Zealand govern the formation, validity, construction and performance of these Terms and Conditions. The parties irrevocably agree that the courts exercising jurisdiction in New Zealand will have non-exclusive jurisdiction to hear and determine all disputes under these Terms and Conditions.
11.5
These Terms and Conditions, our Privacy Policy and the Mobile Application End User Licence Agreement supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written and constitute the entire agreement between the parties relating to the subject matter of these Terms and Conditions.
11.6
Any questions, complaints or claims regarding the Service can be directed to us by e-mail at info@vippa.co.nz or telephone to +642108410010.