Go Green Shop Vendor Terms and Conditions
The following terms and conditions (Agreement) set out the agreement between Arada Promotions Limited trading as Go Green Shop (Go Green Shop) and the Vendor speciﬁed on the Go Green Shop Deal Listing form (Deal Listing Form) to which this Agreement is referred to and/or attached (Vendor), and is entered into on the date that the vendor signs the Deal Listing Form.
Go Green Shop operates a purchasing service through its Online Shop, which provides the Vendor with a channel to promote its goods or services to Customers. The Vendor is a supplier of goods or services who is willing to sell those goods or services at a discounted price, to Customers who have purchased through the Online Shop
It is agreed:
1.1 In this Agreement:
Deal Content means any text, graphics, videos, sound recordings and any other content provided by the Vendor to Go Green Shop so that Go Green Shop can prepare a Deal on the Online Shop;
Approved Deal means a Draft Deal that has been approved by the Vendor in accordance with clause 3.2;
Commission means the commission payable by the Vendor to Go Green Shop for facilitating a Live Deal, as speciﬁed in the Deal Listing Form;
Deal means a deal offered by the Vendor to Customers and advertised on the Online Shop, whereby the Vendor’s goods and/or services will be sold if the relevant Deal Criteria are met, as set out in the Deal Listing Form;
Deal Criteria means the criteria applying to a speciﬁc Deal, as set out in the Deal Listing Form;
Deal Listing Form means the online document or form (whether in hardcopy or electronic format) filled out by the Vendor, which includes details of the Go Green Shop Online Deal;
Deal Terms and Conditions means such terms and conditions applicable to a Live Deal, as set out in the Go Green Shop Terms and Conditions and the Speciﬁc Deal Conditions;
Digital Advertising means advertising by way of:
(a) Email Advertising;
(b) Social Media Advertising; or
(c) Online Advertising
Draft Advertisement means a draft advertisement prepared by Go Green Shop for:
(a) the sales, promotion or other publicity relating to a Deal; or
(b) the sales, promotion or other publicity relating to the Vendor’s goods, services and/or business that is intended to be advertised through Digital Advertising;
Email Advertising means any email advertising a Vendor’s goods, services and/or business that is sent by or on behalf of Go Green Shop to the Customer Database or a select group of the Customer Database;
Social Media Advertising means any advertising of a Vendor’s goods, services and/or business that is uploaded on any social media platform page that is owned or administered by or on behalf of Go Green Shop;
Go Green Shop Terms and Conditions means the general terms and conditions applicable to the relevant Live Deal unless otherwise varied by the Speciﬁc Deal Conditions, as set out on the Online Shop and as may be amended by Go Green Shop from time to time by giving notice to the Vendor;
GST Act means the Goods and Services Tax Act 1985;
Live Deal means a Deal that has been activated by the agreement of the parties and is displayed on the Online Shop;
Customer means any user of the Online Shop who is: (a) a prospective purchaser of a Deal; or (b) a purchaser of a Live Deal;
Customer Conﬁrmation means notiﬁcation by email or other electronic means that a Customer receives as conﬁrmation of the Customer’s purchase of a Vendor’s goods or services in a Live Deal.
Vendor Fees means the payment processing fees (2.8%) and any other fees that are set out in the Deal Listing Form that are payable by the Vendor to Go Green Shop for the Live Deal in addition to the Commission;
Net Amount means, in respect of a Live Deal, the Total Revenue for that Live Deal less:
(a) the Commission for that Live Deal;
(b) the Vendor Fees for that Live Deal;
Offer Period means the period during which Go Green Shop will advertise a Deal on the Online Shop, is speciﬁed as 7 days, unless there is an agreement of the parties to extend the Deal Offer Period;
Online Shop means:
(a) the website gogreenshop.co.nz and gogreenexpo.co.nz ;
(b) any application (for use on an electronic device) that is made available by Go Green Shop to its Customers and relates to the website speciﬁed in paragraph (a) of this deﬁnition, which provides similar functionality to that website;
Product Deal means a Deal identiﬁed as such on the Deal Listing Form, and which is advertised on the Online Shop for the purchase of goods to be delivered by the Vendor to the Customer who purchases that Deal;
Speciﬁc Deal Conditions means the speciﬁc terms and conditions applicable to the relevant Live Deal to be displayed on the Online Shop, as set out in the Deal Listing Form;
Total Revenue means the total gross revenue from sales of a Live Deal;
Working Day means a day other than Saturday, Sunday or a public holiday in New Zealand.
2.1 Deal Listing Forms
(a) From time to time the Vendor will seek to offer a Deal or Deals to Customers and engage Go Green Shop to promote such Deals on the Vendor’s behalf. In such circumstances, the Vendor will submit a Deal Listing Form in the manner speciﬁed by Go Green Shop. The parties will approve the Deal Listing Form once they have agreed on its terms.
(b) Once a Deal Listing Form is approved, the Deal Listing Form will be deemed to incorporate the provisions of this Agreement. Go Green Shop may only extend the Offer Period with the Vendor’s prior consent. The parties acknowledge that there is no commitment by either of them to a minimum number of Deals being offered by the Vendor on the Online Shop. If the Vendor wishes to extend the Offer Period, it will before the end of the Offer Period request the consent of Go Green Shop to extend the Offer Period and Go Green Shop may agree to extend the Offer Period. Any such agreed extension will be recorded in writing, which may be by email.
2.2 Changes to Deals
The Vendor will not modify, cancel or withdraw a Deal once it has been published on the Online Shop by Go Green Shop without Go Green Shop’s written consent.
2.3 Live Deal Obligations
For any Live Deal the Vendor warrants that it will perform its obligations under the Live Deal including promptly and efﬁciently:
(a) providing the relevant goods and/or services to the Customer in accordance with this Agreement and the Deal Terms and Conditions;
(b) providing all after sales service and support to the Customer in respect of the relevant goods and/ or services;
(c) dealing with any complaint or dispute relating to a Live Deal raised by a Customer. Go Green Shop will as soon as reasonably practicable inform the Vendor in writing of any complaint or dispute made by a Customer to Go Green Shop relating to a Vendor’s Deal; and
(d) complying with its obligations in accordance with the laws of New Zealand including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 as amended or replaced from time to time.
2.4 Product Deal Obligations
In addition to the obligations set out, where goods are being provided by the Vendor to a Customer pursuant to a Product Deal, the Vendor will:
(a) be responsible for the packaging, logistics and the distribution of those goods to the relevant Customer; and
(b) provide Go Green Shop with:
(i) proactive and regular updates on expected delivery dates of the goods; and
(ii) a Track and Trace Report within ﬁve Working Days of delivery of all of the goods to Customers; and
(c) immediately notify Go Green Shop of any potential delays to the Deal’s expected delivery date. Where the Vendor does not notify Go Green Shop of a delay of delivery (as advertised in the Deal) at least 48 hours prior to the delay, then the Vendor will forfeit all rights to the any remaining monies due to the Vendor from Go Green Shop on the Deal as payment to Go Green Shop for the additional Customer support costs and services that the delayed delivery causes. The Vendor acknowledges that these charges represent a reasonable effort of Go Green Shop to establish its loss prospectively and shall be due as liquidated damages.
2.5 Coupon Deals
In relation to a Coupon Deal, if a Customer:
(a) presents a Deal Coupon to the Vendor on or before its Expiry Time and the Vendor is, acting reasonably, unable to provide the relevant goods and/or services to the Customer at any time (on or before the Expiry Time) that is requested by the Customer, the Vendor will, as a gesture of goodwill, provide the relevant goods and/or services to the Customer during the following 3 month grace period; or
(b) presents a Deal Coupon to the Vendor after the 3 month grace period but within a 12 month period the Vendor will provide goods and/or services to the Customer up to the value speciﬁed on the Deal Coupon, without any discount on the full value of the goods and/or services to be provided.
2.6 Non-performance of Deal
The Vendor will immediately notify Go Green Shop if at any time it considers it will not be able to carry out its obligations under a Live Deal and the reason for such non-performance. For the avoidance of doubt, any notice given under this clause will not relieve the Vendor of its obligations under this Agreement.
If Go Green Shop receives notice under this clause, or otherwise considers that the Vendor may not be able to carry its obligations under a Live Deal (whether or not that Deal has been advertised or becomes a Live Deal), then Go Green Shop may give notice to the Vendor of its intention to immediately terminate this Agreement if the Vendor cannot reasonably show to Go Green Shop (within a reasonable time speciﬁed by Go Green Shop) that it is able to carry out such obligations.
2.7 Failure to Honour Terms of Deal
If for any Live Deal the Vendor fails to honour the terms of the Live Deal (including in the case of a Coupon Deal failing to honour a Deal Coupon and in the case of a Product Deal failing to deliver goods or services to a Customer following the issue of a Customer Conﬁrmation) and Go Green Shop considers that the Vendor has no reasonable cause to do so, or the Vendor otherwise breaches the warranties provided in this Agreement, then:
(a) Go Green Shop may at its sole discretion withhold from the Net Amount any amount otherwise payable to the Vendor in respect of the relevant Live Deal for so long as Go Green Shop believes (acting reasonably) is necessary so that Go Green Shop can:
(i) refund any amounts to Customers that they may be legally entitled to; or
(ii) otherwise to protect Go Green Shop’s legitimate business interests.
Any such funds withheld may be refunded to the Customer by Go Green Shop at Go Green Shop’s sole discretion and the Vendor will not make any claim against Go Green Shop for such refunded amounts; and
(b) the Vendor will indemnify Go Green Shop against all costs (including credit agency costs and legal costs on a solicitor client basis), losses, damages and expenses incurred by Go Green Shop arising out of or in connection with the Vendor’s breach; and
(c) Go Green Shop reserves the right to;
(i) register a default with a credit agency; and
(ii) deduct claims and costs related to any Live Deal against any amounts payable to the Vendor.
Where a Customer returns a product to a Vendor in relation to a Product Deal, and the purchase price will be refunded, the Vendor will be liable to refund the purchase price in full direct to the Customer:
(a) the Vendor will be liable for all return freight costs incurred;
(b) Go Green Shop accepts no liability for the product;
(c) where the Vendor does not request the return of the product within 20 Working Days of notice to the Vendor, the Customer or Go Green Shop may dispose of the product.
2.9 Payment Statement for Deal
Go Green Shop will issue a statement to the Vendor for each Deal setting out, in respect of the relevant payment cycle:
(a) the Total Revenue;
(b) the Commission payable to Go Green Shop;
(c) the Vendor Fees payable (2.8% Credit Card + other Fees) to Go Green Shop; and
(d) the Net Amount due to the Vendor;
and Go Green Shop will pay the Vendor the Net Amount at the times set out in the payment section of the relevant Deal Listing Form.
2.10 Time of Supply
In respect of any Coupon Deal, Go Green Shop and the Vendor agree that, in accordance with section 5(11G) of the GST Act, the time of supply for GST purposes will occur at the time when the Coupon deal was purchased on the Online Shop.
2.11 Responsibility for GST
In respect of any Deal, the Vendor shall ensure that they account for GST on the provision of any underlying goods and services and the associated Total Revenue. Go Green Shop is not responsible for collecting, reporting or remittance of any GST in relation to sales made on behalf of the Vendor, with the exception of the GST on Go Green Shop’s commission invoice.
2.12 Discounts Offered
The Vendor acknowledges that the information provided to Go Green Shop on the Deal Listing (including the normal retail price) is (a) true, complete and accurate; and (b) not in breach of the Fair Trading Act or Consumer Guarantees Act 1993.
2.13 International Money Transfers
Any bank fees deducted from payments made to Vendors on international money transfers (by primary, intermediary or custodian banks) are exclusively for the Vendors account. Foreign exchange rates applicable on international money transfers are those rates offered by Go Green Shop’s bank which are prevailing on the date that payments are physically made to Vendors. Go Green Shop accepts no liability whatsoever for any adverse exchange rate movements.
3.1 Digital Advertising
From time to time the parties may agree that Go Green Shop will advertise for the Vendor a Deal or the Vendor’s goods or services by way of Digital Advertising.
3.2 Advertising Content
Go Green Shop will prepare a Draft Advertisement for the Deal or Digital Advertisement (as applicable), which will include such Advertisement Content that Go Green Shop considers appropriate. Go Green Shop may make any changes to the Advertisement Content that it considers necessary, including:
(a) in relation to any Deal, to ensure consistency in design with other advertisements on the Online Shop;
(b) in relation to any Digital Advertising, to ensure consistency in design with other advertisements on the Online Shop; and
(c) in relation to any Social Media Advertising, to ensure consistency in design with other advertisements on any Social Media page that is owned or administered by or on behalf of Go Green Shop or Go Green Expo.
3.3 Approving Advertisements
Go Green Shop will submit or otherwise make available to the Vendor the Draft Advertisement for its review and the Vendor will as soon as reasonably practicable:
(a) request reasonable changes to the Draft Advertisement in which case Go Green Shop will make those changes to the Draft Advertisement and re-submit the revised Draft Advertisement to the Vendor for its approval in accordance with this clause;
(b) or notify Go Green Shop of its approval of the Draft Advertisement (the approved Draft Advertisement referred to as the “Approved Advertisement”).
Where Go Green Shop has not received a response from the Vendor requesting changes or notiﬁcation of approval within Two Working Days from submission by Go Green Shop, the Vendor will be deemed to have approved the Draft Advertisement and the Draft Advertisement shall be considered an Approved Advertisement for the purposes of this Agreement.
3.4 Failure to Approve Advertisements
Go Green Shop will not be liable to the Vendor for any delay or failure to provide Digital Advertising or advertise or promote a Deal where such delay or failure arises out of or is in connection with the Vendor’s failure to promptly approve a Draft Advertisement.
3.5 Publishing Approved Advertisements
Go Green Shop will provide Digital Advertising and/or advertise and promote the Deal by using the relevant Approved Advertisement. In doing so, Go Green Shop:
(a) will publish Approved Advertisements on the Online Shop for the Offer Period of 7 days;
(b) may at any time withdraw and/or refuse to publish any Approved Advertisement on the Online Shop without incurring any liability to the Vendor if Go Green Shop reasonably believes (notwithstanding that the Approved Advertisement has been approved by the Vendor) that the Approved Advertisement may make Go Green Shop or the Vendor liable to any complaint, claim or proceedings by any third party.
4. Go Green Shop as Agent
4.1 Go Green Shop’s Responsibilities
The parties acknowledge that, at all times, Go Green Shop will act as agent for the Vendor in promoting and facilitating any Live Deal and that the Vendor will be solely responsible for carrying out its obligations under a Live Deal.
Go Green Shop will not be responsible for any of the Vendor’s obligations under the Consumer Guarantees Act 1993 or Fair Trading Act 1986, and such obligations are the sole responsibility of the Vendor.
The Vendor acknowledges that Go Green Shop may act as agent for any other Vendor, may promote and facilitate any other Vendor’s deals or discounts, or offer in its own right any deals or discounts, including any deals or discounts that are the same as or similar to the Deals offered by the Vendor.
5. Intellectual Property Rights
5.1 Right to Use Vendor’s Intellectual Property
The Vendor grants to Go Green Shop a non-exclusive, royalty-free licence to use, copy, modify and publish the Vendor’s trade marks and the Advertisement Contents, for the purpose of Go Green Shop fulﬁlling its obligations under this Agreement and to enable Go Green Shop to promote the Go Green Shop service. Go Green Shop will use reasonable endeavours to advise the Vendor of such promotional use.
5.2 Ownership of Go Green Shop
The Vendor acknowledges that all intellectual property rights in the Approved Advertisements (excluding the Advertisement Content, which remains the property of the Vendor or its licensors), Online Shop, and in any enhancements or modiﬁcations to the Online Shop,
including the layout and the look and feel of the Online Shop belong to Go Green Shop or its licensors and the Vendor will not contest or dispute such ownership rights.
6. Product Liability
6.1 Vendor to Indemnify
The Vendor will defend, indemnify and hold Go Green Shop, its afﬁliated and related companies, and any of its respective ofﬁcers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable legal fees and costs) arising out of or in connection with goods or services provided by the Vendor to a Customer pursuant to a Live Deal, including (without limitation) damage to property, and death or personal injury.
7.1 Vendor’s Warranties
The Vendor warrants that:
(a) it has the right, power and authority to enter into this Agreement;
(b) the undiscounted price of the goods or services (including any recommended retail price) that it speciﬁes in a Deal or any Advertisement Content is true and correct, and does not materially differ from the price that it usually charges for the provision of those goods or services in the ordinary course of its business;
(c) the Deals, Advertisement Content, and Approved Advertisements do not mislead or deceive or are likely to mislead or deceive, or breach any applicable law or industry code (including but not limited to the Fair Trading Act 1986);
(d) for Coupon Deals, the Deal Coupon, upon being delivered by Go Green Shop, will be available for redemption during the redemption period as speciﬁed in the Deal Listing Form;
(e) for Product Deals, the Vendor will have in stock a number of units of the goods sufﬁcient to fulﬁl its obligations;
(f) the terms and conditions of the Deal, including any discounts or goods and services offered, do not and will not violate any law, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certiﬁcates;
(g) it owns all interest in and to the Advertisement Contents, it has the right to grant to Go Green Shop the licence in clause 6.1, and that the granting of such licence or inclusion of the Advertising Contents in any Approved Advertisements does not infringe the intellectual property rights of a third party;
(h) the Deal, Advertising Content and Go Green Shop’s use and promotion of these will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any conﬁdentiality obligations to any person or entity.
To the extent permitted under law, the Vendor will defend, indemnify and hold Go Green Shop, its afﬁliated and related companies, and any of its respective ofﬁcers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable legal fees and costs) arising out of or relating to any breach or alleged breach by Vendor of this Agreement, or the representations and warranties made in this Agreement.
9. Limitation of Liability
9.1 Indirect Liability
Go Green Shop will not be liable whether in contract, tort (including negligence) or otherwise for any loss of proﬁts, or indirect or consequential loss or damage, suffered or incurred by the Vendor arising out of or in connection with this Agreement.
9.2 Maximum Liability
Go Green Shop’s aggregate liability to the Vendor out of all claims for loss or damage under this Agreement will not exceed in aggregate the Commissions and any other amounts actually paid to Go Green Shop under this Agreement by the Vendor in the six months prior to the time such liability arises.
9.3 Force Majeure
Neither party will be liable to the other for any delays or non-performance of contractual obligation under this Agreement caused by reason of ﬂood, earthquake, war or civil strife, hurricane, industrial disturbance, ﬁre, lockout, epidemic, failure or delays of scheduled transportation facilities, or other acts of God or any law, order, decree, rule or regulation of any government authority or for any other reason whether of similar or dissimilar nature beyond the control of the parties (Force Majeure Event), provided that each party has taken all reasonable steps to minimise any loss, damage or delay resulting from a Force Majeure Event.
10. Term and Termination
10.1 Termination for Convenience
Either party may terminate this Agreement at any time by giving 15 Working Days’ prior written notice to the other party.
10.2 Termination for Cause
Go Green Shop may terminate this Agreement immediately if:
(a) it ceases to operate the Online Shop for any reason;
(b) the Vendor commits a material breach of this Agreement;
(c) the Vendor becomes bankrupt, ceases business, goes into liquidation, becomes insolvent, appoints a receiver, enters into a formal proposal for a compromise with creditors under the Companies Act 1993 or is subject to any form of insolvency or external administration.
10.3 Consequences of Termination
On termination of this Agreement each party will continue to perform its existing obligations in respect of any Live Deals that have not expired as at the date of termination. Termination of this Agreement will be without prejudice to any claim by either party against the other party arising out of any breach or non-performance of any obligations assumed by or imposed on that other party under this Agreement at any time prior to termination.
11. Dispute Resolution
If a dispute arises in connection with this Agreement, neither party may commence any court or arbitration proceedings relating to the dispute unless it has complied with the following paragraphs, except where the party seeks urgent interlocutory relief:
(a) A party claiming the dispute (the “Dispute”) has arisen under or in relation to this Agreement must give written notice to the other party specifying the nature of the Dispute.
(b) On receipt of that notice by the other party, both parties must endeavour in good faith to resolve the Dispute ﬁrst through their respective liaison persons and secondly through informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed by them.
(c) If the parties do not agree within one week of receipt of a notice (or such period as agreed in writing by them) as to the dispute resolution technique and procedures to be adopted, the timetable for all steps in those procedures and the selection and compensation of the independent person required for such technique, the parties must mediate the Dispute in accordance with the procedures of Resolution Institute. For the avoidance of doubt, conduct of a mediation process in accordance with this clause will be without prejudice to each party’s ability to commence court or arbitration proceedings upon completion of such mediation process, if a binding agreement has not been reached as a result of that mediation process.
Any notice given pursuant to this Agreement must be in writing (whether by email or otherwise) and sent to the principal place of business of the other party.
No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach.
This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, commitments and/or writings.
The Vendor will not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Go Green Shop.
If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement will not be affected and will continue in full force.
This Agreement is subject to the laws of New Zealand.
The Vendor must keep the terms of this Agreement including the Deal Listing Forms conﬁdential and may not disclose to a third party without prior written consent from Go Green Shop.
Updated April 2020