T&C For Customers

1 Introduction

1.1 These terms and conditions (Terms) are entered into between Billdr Limited Company Number 8198238 (we, us or our) and you, together the Parties and each a Party.

1.2  We provide a cloud-based, software as a service platform that offers “buy now pay later” payment terms for business-to- business commerce (Platform). We are a New Zealand registered financial services provider under FSP number [] and a member of the dispute resolution scheme operated by [ ].

1.3  In these Terms, you or your means the person or entity registered with us as a customer Account holder.

1.4  If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised as an Authorised User to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms and are using the Platform in your capacity as an Authorised User only.

2 Acceptance and Platform Licence

2.1  You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform.

2.2  We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate your Account in accordance with clause 15.1.

2.3  If you access or download our mobile application from (1) the Apple App Store, you agree to any usage rules set forth in the App Store terms of service; or (2) the Google Play Store, you agree to the Android, Google Inc. terms and conditions including the Google Apps terms of service.

2.4  Subject to your compliance with these Terms, we grant you and your Authorised Users a personal, non-exclusive, royalty- free, revocable, worldwide, non-transferable licence to download and use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.5  When using the Platform, you and your Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including:

(a)  anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;

(b)  using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;

(c)tampering with or modifying the Platform (including by transmitting viruses and using malware or trojan horses);

(d)  using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(e)  facilitating or assisting a third party to do any of the above acts.

3 Transactions

3.1  You agree that we offer a buy now pay later payment option through the Platform (BNPL Services).

3.2  In consideration for your performance of your obligations under these Terms, we agree to provide the BNPL Services.

3.3  During or following the onboarding process, if you are approved as a Customer, we will approve you up to a certain amount which will operate as the maximum approval in respect of Transactions. If you want to make Transactions above this maximum amount, you must obtain our prior written consent.

3.4  You may use your Account to buy goods or services from vendors with vendor accounts on the Platform (Vendors), through the Platform (Transactions).

3.5  You acknowledge and agree that any Transaction is between you and the relevant Vendor, and we are not a party to the Transaction, nor do we have any liability or obligations with respect to the Vendor’s goods or services or the supply of the Vendor’s goods or services to you.

3.6  As part of our onboarding process, we may conduct a pre-authorisation on your nominated credit/debit card, up to an amount of your first instalment. We do not have any control over the timing of your bank’s ability to finalise the pre- authorisation and we do not guarantee the time it takes for your bank to finalise the pre-authorisation.

3.7  We agree to:

(a) accept all Transactions processed by you and the Vendor in accordance with these Terms and, pay the Vendor the amount equivalent to the Purchase Price, which is to be repaid or paid by you directly to us;

(b) process any refunds in respect of Transactions that are approved by Vendors; and

(c) make available via the Platform, Transaction statements which include a summary of all Transactions processed by us to your Account.

3.8  You agree:

(a) that by confirming a Transaction via the Platform, you provide us with unconditional and irrevocable consent and direction to pay the Vendor on your behalf in exchange for your agreement and obligation to repay or pay to us, as principal debtor, in accordance with these Terms the Purchase Price for the Vendor’s goods or services (including taxes), and on the dates outlined in the Platform. You agree to pay any applicable Late Fees if you miss a repayment to us on or before the payment date, as set out in the Platform;

(b)  that we do not have any control over, and we are not responsible or liable for, the Vendor’s goods or services and we cannot ensure that a Vendor will complete the Transaction;

(c)  thattheVendorissolelyresponsiblefordelivery,fulfilment and customer support (including with respect to refunds) in respect of the Vendor’s goods or services;

(d)  that we do not enter into a partnership, joint venture, agency or employment relationship with you, guarantee the identity of any Vendor, make any determination with respect to any taxes you may be liable to pay, or collect or pay any taxes on your behalf;

(e)  to stop attempting to make Transactions immediately if we give you notice to do so, if these Terms expire or are terminated, or if your Account is suspended;

(f)  to only make a Transaction as payment for a Vendor’s goods or services;

(g)  act in a manner so as to minimise the possibility of disputes with Vendors and unauthorised use of the Platform and your Account;

(h)  to deal with the Vendor in respect of any disputes, at your own cost, in a reasonable manner and in good faith;

(i)  to properly perform all of your obligations to a Vendor in connection with a Transaction;

(j)  that if less than the full amount of any sale is included in any Transaction, to pay the Vendor a cash payment in full for the balance due at the time the Transaction is completed (and we will not be liable to the Vendor for any shortfall);

(k)  not to make a Transaction as payment for a gift card,gift voucher or prepaid stored value card or voucher;

(l)  to observe and comply with at all times the requirements set out in these Terms;

(m)  to execute any directions and authorities which we require to give effect to any of your obligations under these Terms;

(n)  to establish, host and maintain your websites and connection to the Internet to access the Platform;

(o)  that you, and not us, are responsible for the security of Transaction data or information or any other information stored on your servers;

(p)  to promptly provide information about a Transaction which is requested by us; and

(q)  to provide any information or reporting reasonably required by us.

3.9 You warrant and agree:

(a)  that you will accept the Vendor’s terms and conditions in respect of the Vendor’s goods or services;

(b)  to not engage in any conduct which is false, misleading or deceptive concerning the Platform, the BNPL Services or our policies, or in any other dealings with a Vendor;

(c)  tonotuseaTransactiontoacceptcashfromaVendor(in person or otherwise);

(d)  to not use the BNPL Services to purchase any goods or services where the Transaction is not a bona fide Transaction;

(e)  to inform us immediately if circumstances arise which may have a material adverse effect on your business or financial position, or your ability to perform your obligations under these Terms or to pay for Transactions;

(f)  to inform us immediately if you sell, lease or transfer your business;

(g)  toinformusimmediatelyifyouchangetheaddresswhereyoucarryonbusinessorotherwisechangeyourcontact details;

(h)  to inform us immediately if you materially change the nature, scope or type of your business; and

(i)  to inform us immediately if you intend to cease carrying on your business or have an external administrator or controller appointed.

4 Transactions Invoicing

4.1  You and the Vendor are responsible for reaching a commercial agreement with respect to each Transaction, including the

price to be paid for the Vendor’s relevant goods or services (Purchase Price).

4.2  Once you and the Vendor have reached agreement, you should each use your respective accounts to connect with each

other via the Platform, so as to facilitate the Transaction.

4.3  The Platform will prompt you to input the necessary information in order to facilitate the Transaction.

4.4  Once the information has been input, the Platform will prompt you and the Vendor to confirm the Transaction (and will provide a summary of the Transaction). By confirming the Transaction, you are agreeing to purchase the relevant goods or services from the Vendor and to pay the Purchase Price.

4.5  The Platform will create a tax invoice for the Transaction.

4.6  You are responsible for ensuring any tax required to be paid by law is paid as part of the Transaction.

5 Billdr Services

5.1  In consideration for your repayment of the Purchase Price, we agree to provide you and your Authorised Users with access to the Platform, the support services as detailed in this section, and the BNPL Services.

5.2  We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.

5.3  Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you and your Authorised Users must place a request via email at hello@billdr.nz. We will endeavour to respond to any support requests in a reasonable period.

5.4  You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, CRM systems, third party payment processors and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no liability for any Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.

5.5  You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.

5.6  To the maximum extent permitted by law, we shall have no liability for any Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

6 Accounts

6.1  You must register on the Platform and create an account (Account), and complete our onboarding process (as notified by us to you), to access the Platform’s features and to make Transactions. Each Authorised User will require a login that is linked to your Account in order to access the Platform. As part of our onboarding process, we may require you to verify your identify, provide a credit/debit card, provide that you are capable of entering into a legally binding contract, provide a valid and verifiable email address and New Zealand mobile number, and provide a valid delivery address in New Zealand.

6.2  In connection with your use of your Account and our BNPL Services, you must use your real name and company name and true and correct personal details, and not use an alias or false identity. You must not provide false, inaccurate or misleading details or seek to establish a fake, untraceable or unverifiable Account.

6.3  You may be denied access to the Platform if you do not complete our onboarding process, including if we are unable to verify your identity or if we have reasonable concerns regarding your business (including your ability to repay the Purchase Price).

6.4  You must provide information when registering for an Account including your business name, contact name, email address, delivery address and payment method details and you must choose a username and password.

6.5  You may also register for an Account using your Facebook, Google or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.

6.6  All personal information you and your Authorised Users provide to us will be treated in accordance with our Privacy Policy and you and your Authorised Users consent to the disclosure of personal information to our Third Party Services providers, notwithstanding that where they are based overseas, they may not be required to protect the personal information in a way that overall provides comparable safeguards as those in the Privacy Act 2020.

6.7  You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others with the exception of your Authorised Users.

6.8  You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, and any activity from one of your Authorised Users. Each Authorised User is responsible for keeping their login details confidential. You agree to immediately notify us of any unauthorised use of your Account.

6.9  Your Account will continue to remain open until it is suspended or terminated in accordance with these Terms.

7 Authorised Users

7.1  If set out in your Account, you may be permitted to invite a number of users to the Platform, who will be permitted to access and use the Platform under your Account (Authorised Users). We agree to provide you with the number of Authorised Users as set out in your Account.

7.2  The Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in your Account and you may adjust these permission settings in your Account.

7.3  You will ensure that each Authorised User agrees to and complies with these Terms. You are responsible and liable for the acts or omissions of your Authorised Users.

8 Purchase Price and Late Fees

8.1  Once you have created an Account and each time you confirm a Transaction via the Platform, you agree to pay the Purchase Price, and any late fees payable to us as set out on the Platform or our website (Late Fees), in respect of each Transaction using the Platform (together, the Fees), by the date specified on the Platform (Payment Date), to benefit from your Account and for us to offer the BNPL Services and to provide the Platform to you.

8.2  The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a Third Party Services provider, for example, Paystation. You acknowledge and agree that we have no control over the actions of the Third Party Services provider, and your use of the third-party payment method may be subject to additional terms and conditions.

8.3  You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

8.4  You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

8.5  We do not store any credit card details, and all payment information is collected and stored through our Third Party Services payment processor.

8.6  Changes to your Account: If you wish to suspend or change your Account (for example, to vary the number of Authorised Users associated with your Account), you must provide notice to us via email at hello@billdr.nz that you wish to suspend or vary your Account at least 48 hours before the next Payment Date.

8.7  To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid (except where the Vendor authorises a refund in respect of its goods or services). All refunds are to be negotiated between you and the Vendor and will only be payable by us once approved by the Vendor.

9 Late Fees

9.1  You agree to ensure that all payments are made in accordance with the payment dates made known to you by us via the Platform. You may make early payments through your Account, otherwise we will automatically process payments in accordance with the payment dates. You authorise us to process such payments using the payment method details provided by you in your Account. If an automatic payment fails on any of the payment dates specified in the Platform, we reserve the right to re-attempt to process the payment at a later time or date.

9.2  You are responsible for ensuring that you have sufficient funds available on your payment method, at all times. You are liable for any fees or charges imposed by your payment method operator (for example, interest charges on a credit card).

9.3  If you fail to pay any amounts according to the applicable payment dates, Late Fees will apply on each payment that is overdue. For the avoidance of doubt, Late Fees will not be applied until the day immediately following the day that the payment is due.

9.4  We may need to change the Late Fees from time to time. If we change the Late Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Late Fee to your Account. If the updated Late Fee is not acceptable to you, you may cancel your Account in accordance with the ‘Cancelling Account’ clause (provided that you do not have any outstanding payments of the Fees on your Account).

10 Intellectual Property

10.1  You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.

10.2  We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.

10.3  You must not, without our prior written consent:

(a)  copy, in whole or in part, any of Our Intellectual Property;

(b)  reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c)  breachanyintellectualpropertyrightsconnectedwiththePlatform,including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

10.4  Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(a)  you do not assert that you are the owner of Our Intellectual Property;

(b)  unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

(c)  you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

(d)  you comply with all other terms of these Terms.

10.5  This clause will survive the termination or expiry of these Terms.

11 Your Data

11.1  You own all data, information or content you and your Authorised Users upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).

11.2  You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:

(a)  communicate with you (including to send you commercial information we believe may be of interest to you, by electronic means or otherwise);

(b)  supply the Platform to you and otherwise perform our obligations under these Terms;

(c)  diagnose problems with the Platform;

(d)  enhance and otherwise modify the Platform;

(e)  perform Analytics;

(f)  develop other services, provided we de-identify Your Data; and

(g)  as reasonably required to perform our obligations under these Terms.

11.3  You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Platform. You represent and warrant that:

(a)  you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and

(b)  neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

11.4  You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.

11.5  We do not endorse or approve, and are not responsible for, any of Your Data.

11.6  You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.

11.7  This clause will survive the termination or expiry of these Terms.

12 Warranties
12.1 You represent, warrant and agree that:

  1. (a)  you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
  2. (b)  there are no legal restrictions preventing you from entering into these Terms;
  3. (c)  all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
  4. (d)  you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

13 New Zealand Consumer Law

13.1  We warrant that our services under these Terms will, at the time they are provided, materially conform to any requirement

set out in these Terms.

13.2  If our services do not meet a warranty, at your request and at our cost, we must re-perform the services so that they meet or satisfy that warranty. Our obligation under this clause 13.2 is your sole remedy against us for breach of warranty.

13.3  To the maximum extent permitted by law, our warranties are limited to those stated in clause 13.1. Any implied condition or warranty (including any warranty under Part 3 of the New Zealand Contract and Commercial Law Act 2017) is excluded.

13.4  You agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:

(a)  to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of our services or these Terms; and

(b)  it is fair and reasonable that the Parties are bound by these Terms, including this clause 13.4.

13.5  This clause 13 will survive the termination or expiry of these Terms.

14 Liability
14.1 Despite anything to the contrary, to the maximum extent permitted by law:

(a)  you agree to indemnify us for any Liability we suffer or incur due to:

(i)  your breach of the Acceptance and Platform Licence clause (clause 2), the Transactions clause (clause 3) and the Intellectual Property clause (clause 10) of these Terms;

(ii)  any negligence or fraud by your or your employees, contractors or agents;

(iii)  any dispute arising between you and a Vendor in respect of the supply, use, quality or fitness for purpose of your goods or services; and

(iv)  any misrepresentation, breach of contract and/or failure of consideration relating to any Transaction;

(b)  neither Party will be liable for Consequential Loss;

(c)  each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel (including a Party’s Authorised Users), including any failure by that Party to mitigate its losses; and

(d)  our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the BNPL Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us during the term of your Account.

14.2 This clause will survive the termination or expiry of these Terms.

15 Termination

15.1  Cancellation of Account: You may request to cancel your Account at any time by giving us 14 days’ notice via email at hello@billdr.nz, provided you do not have any outstanding payments of the Fees. Your cancellation will take effect at the expiry of the notice period, provided you do not have any outstanding payments of the Fees. If you cancel your Account because we have changed the Platform inclusions and the change has a substantial and adverse impact on you, or we have changed the Late Fees, then the termination of the Account will be immediate. Should you cancel your Account with us, it will be de-activated and you will continue to have an Account with us, should you seek to reactivate your Account in the future, by requesting for us to reactivate your account at any time.

15.2  We may terminate your Account at any time by giving 30 days’ written notice to you (Termination for Convenience).

15.3  An Account will terminate immediately upon written notice by a Party (Non-Defaulting Party), if:

(a)  the other Party (Defaulting Party) breaches a material term of these Terms that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b)  the Defaulting Party is unable to pay its debts as they fall due.

15.4  Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.

15.5  If you fail to pay any amounts according to the applicable payment dates, you must not and you will be prevented from making further Transactions, and we may suspend your access to the Platform.

15.6  Upon cancellation or termination of your Account:

(a)  we will remove your access to the Platform and your Account will be de-activated;

(b)  you agree that other than where termination is due to our Termination for Convenience or our breach of these Terms, and to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you;

(c)  where we terminate your Account for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination.

15.7  Termination of an Account will not affect any rights or liabilities that a Party has accrued under these Terms.

15.8  This clause will survive the termination or expiry of these Terms.

16 Notice Regarding Apple

16.1  To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

16.2  Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

16.3  If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

16.4  Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

16.5  Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

16.6  You agree to comply with any applicable third-party terms when using our mobile application.

16.7  Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

16.8  You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

17 General

17.1  Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

17.2  Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

17.3  Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

17.4  Entire Terms: Subject to your statutory rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

17.5  Force Majeure: To the maximum extent permitted by law, we shall have no liability for any Liability arising from any event or circumstance outside of our reasonable control.

17.6  Governing law: This Agreement is governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

17.7  Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

17.8  Privacy: Each Party agrees to comply with the New Zealand Privacy Act 2020 and any other applicable legislation or privacy guidelines.

17.9  Publicity: With your prior written consent, you agree that we may advertise or publicise the fact that you are a user of our Platform, including on our website or in our promotional material.

17.10  Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

17.11  Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

18 Definitions
In these Terms, capitalised terms have the meanings given herein, and:

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing; and

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:

Bildr Limited:  NZBN 9429049429176
Email: hello@billdr.nz
Last update: 1 February 2022

© LegalVision ILP Pty Ltd

Want to know more?