These terms (“Terms”) apply to use by a customer or user (“you” or “your”) of ArchiPro Limited’s (“ArchiPro”, “we”, “us” or “our”) website www.archipro.co.nz and any related websites, mobile apps, plug-ins and browser extensions (“Website”).
These Terms were last updated in October 2021.
1. APPLICATION OF TERMS
1.2. If you are using the Website for commercial purposes, you acknowledge and agree that additional terms may apply to your use of the Website, including our Terms of Service, together with any other relevant policies or documents applicable to the commercial use of ArchiPro’s online services (“Additional Terms”). If there is a conflict between the Terms of Service and these Terms, the Terms of Service prevail to the extent of any conflict. In addition, you agree that you are 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.
2.2. You are responsible for:
(a) providing true, accurate and complete information;
(b) keeping all information you use to register as a member up to date; and
(c)protecting your username and password from getting stolen or misused.
3. ACCEPTABLE USE
3.1. You must use the Website in a manner that complies with all applicable laws and regulations.
3.2. You agree not to damage or harm the Website or any underlying network or system. You may not use the Website to publish content or engage in activity that is illegal under applicable law, that is harmful to others, or that would subject us to liability. Examples of prohibited activity include:
(a) activity contrary to ArchiPro’s public image, goodwill or reputation;
(b) promoting or sharing any offensive or illegal activity or content;
(c) introducing or uploading viruses or other malicious code to the Website;
(d) undermining the security or integrity of our computing systems or networks;
(e) collecting, or attempting to collect, data or personal information about any other Website users without their knowledge or consent;
(f) using the Website in any way that might impair functionality or interfere with other people’s use;
(g) modifying, copying, adapting, reproducing, disassembling, decompiling, reverse engineering or extracting the source code of any part of the Website;
(h) threatening harm to persons or property or otherwise harassing behaviour; or
(i) infringing the intellectual property or other proprietary rights of others.
4. CUSTOMER CONTENT
4.1. If you are a registered user, the Website allows you to post content, including photos, pictures, messages and/or enquiries, comments, proposals, design boards and reviews (“your Content”). You may also post enquiries or messages if you are not a registered user.
4.2. You (or your relevant licensor) retain all ownership in, and are responsible for, your Content. However, you grant to us, or shall otherwise procure the granting to us of, a royalty free licence to store, display, and save your Content on, or in connection with, the Website for any and all purposes that we consider necessary for your use of the Website, for instance with the use of design boards, whether now or in the future.
4.3. By posting, uploading or submitting your Content on the Website, you represent and warrant that your Content:
(a) is your own work or you have the necessary permission from the author or owner of the relevant Content to use such Content in the manner contemplated in these Terms;
(b) does not violate or infringe the moral, intellectual property, privacy or other rights of any other person
(c) does not contain any virus, work, corrupt file, or other forms of malicious code or content that may harm a website or computer; and
(d) does not include any cookie, tracking tag or other tracking device unless we have provided our prior written consent to such inclusion.
4.4. We reserve the right to remove or modify your Content, in whole or part, for any reason.
4.5. Following termination or deactivation of your profile, or if you remove any of your Content, we may keep your Content for a reasonable period of time for back-up, archival or audit purposes.
5. ARCHIPRO CONTENT
5.1. All intellectual property in or related to the Website (including software, source code, trademarks, logos, designs, and inventions, but excluding your Content), is the property of ArchiPro (“ArchiPro Content”). You agree not to copy, distribute, modify or make derivative works of, or use, any ArchiPro Content in any way not expressly permitted by us.
5.2. To enable you to use and enjoy the Website and associated services, we grant you a limited, non-exclusive, non-transferable and revocable licence to use the Website in accordance with these Terms. We may terminate this license at any time for any reason.
6. OTHER CONTENT
6.1. The Website enables access (including links) to third-party content, websites, products and services, and it offers interactions with third-parties that we do not control. We don’t endorse or assume any responsibility for, and we make no warranties or representations with respect to:
(a) the accuracy, completeness or timeliness of any content posted on the Website by any third party; or
(b) the offerings (whether products or services) of any third parties or the content of their websites.
6.2. You should carefully review the legal statements and other conditions of any website which you access through a link from the Website.
7.1. All images uploaded and submitted to be displayed on the Website must comply with photography licensee restrictions and are licensed for website use. Images, text and video submitted must not in any way infringe any third party’s rights, including copyright, logos, trademark, trade names or other proprietary rights of publicity or privacy.
7.2. If you infringe copyright or other intellectual property rights of others, we may delete or prevent access to your Content, in whole or in part, from the Website until proven that it is rightfully allowed to be uploaded. ArchiPro may, at its discretion, terminate any profiles or accounts of users who repeatedly infringe the copyright or other intellectual property rights of others.
7.3. If you believe any material displayed on the Website infringes your copyright, you may issue us a notice pursuant to the Copyright Act 1994 (NZ) to request that the matter be investigated.
8. ARCHIPRO MARKETPLACE
8.1. ArchiPro Marketplace offers you the opportunity to purchase products that are offered, sold or manufactured by third party retailers and suppliers (“Merchants”) who list on the Website. Where you purchase products through ArchiPro Marketplace, the terms set out below will apply.
(a) You must be at least 18 years old and will be required to register to use ArchiPro Marketplace.
(b) ArchiPro is not party to any sale and purchase transaction and provides ArchiPro Marketplace to facilitate the collection and transmission of purchase orders (and any associated communications) between you and the relevant Merchant;
(c) All sale and purchase transactions are directly between you and the Merchant who listed the product and the Merchant is responsible for meeting your order. ArchiPro is not responsible for delivery of any products ordered through ArchiPro Marketplace.
(d) You are responsible for making your own enquiries to verify information and assess the suitability of any product before placing an order. The availability of any products on ArchiPro Marketplace does not imply our endorsement of any product. ArchiPro does not make any representation or warranty in respect of, or guarantee:
(i) any product listings being accurate, complete, current or error-free;
(ii) the quality, safety, suitability or legality of any products listed on ArchiPro Marketplace;
(ii) the performance or conduct of any Merchants or other third parties.
(e) To the extent permitted by law, ArchiPro makes no warranty or representation and does not provide any guarantee in respect of any product that may be supplied by a Merchant through ArchiPro Marketplace. The obligation to satisfy any product warranty or guarantee, whether express or implied, is between you and the Merchant or relevant manufacturer of a product;
Orders and payments
(f) When you place an order and supply payment information, your order is sent to the Merchant who will confirm whether your order has been accepted or cancelled. A binding contract is created between you and the Merchant when the Merchant accepts your order. If the Merchant cancels your order, any payments held or processed will be released to you.
(g) ArchiPro Marketplace may offer functionality for a Merchant to modify your order. If a Merchant requests to modify an order, you will be notified and must either confirm your acceptance of the modification or cancel your order.
(h) Upon acceptance of your order, you will be sent a confirmation email. Your order status and any applicable shipping or tracking details can also be viewed by logging in to ArchiPro Marketplace.
(i) All payments made through ArchiPro Marketplace will be processed through the payments service operated by Stripe New Zealand Limited and integrated with the ArchiPro Marketplace. Payments are subject to Stripe’s terms and conditions which include the Stripe Services Agreement. All payments are received by Stripe and transmitted to the relevant Merchant upon acceptance of your order less:
(i) a fee which is paid to ArchiPro; and
(ii) any applicable processing fees charged by Stripe.
By using ArchiPro Marketplace and providing your payment information, you authorise and consent to ArchiPro submitting payments through Stripe for:
(i) all amounts due for purchased products;
(ii) any and all applicable taxes;
(iii) any other charges incurred in connection with the purchase (for example, shipping and delivery charges).
(k) Payments are non-refundable unless your order is cancelled by the Merchant, is eligible for a refund or as otherwise expressly stated on ArchiPro Marketplace. A Merchant may cancel an order where it contains pricing or availability errors, with no further obligations to you. ArchiPro reserves the right to cancel any orders that we consider to be fraudulent (including instances of credit card or payment related fraud). If your order is cancelled in either of these circumstances, you will be refunded in full through the Stripe payments service.
(l) All information relating to the processing of payments (such as credit card details) will be held by Stripe in accordance with its terms and conditions and not by ArchiPro. ArchiPro will not directly collect, nor will it store, any credit card information.
(m) Pricing on ArchiPro Marketplace is in New Zealand dollars and is inclusive of GST unless otherwise stated. Where a Merchant is located overseas you acknowledge and agree:
(i) any product supplied by that Merchant may be subject to additional tax, duties or charges and you agree that you are responsible for paying such tax, duties or charges;
(ii) there may be additional fees charged by Stripe and/or your bank/credit card provider for cross-border transactions or foreign exchange conversions.
(n) Pricing is subject to change at any time. Applicable shipping and delivery charges will be added to your order at checkout.
(o) Each product listing will specify applicable delivery/collection methods for a product which may include shipping or “Click and Collect” (or both).
(p) Where you choose to have the product shipped, title and risk in product passes to you on delivery of the product from the Merchant to your specified delivery address (unless otherwise stated in the product listing). Estimated delivery times are set by the Merchant and will be indicated on the product listing.
(q) Where you choose “Click and Collect” you will receive an email when the product is ready for collection or you can view the order status by logging in to ArchiPro Marketplace . Title and risk in all products delivered through “Click and Collect” passes to you upon collection from the specified collection point.
(r) ArchiPro is not responsible for holding, delivering or transferring title in any products sold through the Marketplace Service. Any enquiries relating to non-delivery or failure to complete delivery should be sent to the Merchant through the messaging function of ArchiPro Marketplace.
Returns and refunds
(s) Products sold through ArchiPro Marketplace are eligible for returns and refunds in accordance with the ArchiPro returns policy [Drafting note: add hyperlink to ArchiPro returns policy once finalised] or any returns policy that the relevant Merchant maintains. The applicable returns policy will be indicated on the product listing.
(t) All complaints/queries regarding returns or faulty product should be submitted by completing a return request through ArchiPro Marketplace. In certain cases, such as defective, damaged or incorrect items, you may be required to provide evidence of the issue, such as a photo.
(u) Returns of product must be sent directly to the Merchant in accordance with any instructions provided by the Merchant. If you are required to return an item, the Merchant is responsible for the return shipping costs where a product is faulty. However, you may be responsible for paying the return shipping costs in other circumstances (e.g. return due to a change of mind).
(v) If the Merchant confirms that you are eligible for a refund, this will be processed through ArchiPro Marketplace and paid to you through the Stripe payment service. The refund may include all or part of any shipping costs originally charged to you, as determined in accordance with the Merchant’s returns policy.
9.2. Please note that when making a purchase through ArchiPro Marketplace, your personal information may be disclosed to Stripe and to relevant Merchants involved in any transaction. By submitting an order through ArchiPro Marketplace, you consent to the use and disclosure of your personal information for the purpose of giving effect to the relevant purchase transaction. Any personal information disclosed to, and used by, Stripe and the relevant Merchant will be stored and used in accordance with that party’s privacy practices and policies.
10.1. While we take all reasonable measures to ensure the security and performance of the Website, we do not guarantee that the Website will be 100% secure, uninterrupted or error-free. All information on the Website is provided on an ‘as is’ basis, without warranty of any kind. Use of the Website is at your own risk.
10.2. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose. If you are using the Website for a personal purpose, then nothing in our Terms limits any consumers’ legal rights that may not be waived or limited by contract.
10.3. We will notify you if we become aware that the security of the Website has been compromised or that there is unauthorised access to any registration you maintain on the Website.
11. LIABILITY AND INDEMNITY
11.1. To the maximum extent permitted by law, we are not liable for any loss or damage, whether direct or indirect, and including loss of profits, loss of business or anticipated savings, general or special damages, consequential or incidental loss arising in connection with:
(a) your use of the Website or another user’s acts or omissions on the Website;
(b) the Website being unavailable (in whole or in part) or performing slowly;
(c) any errors, inaccuracies, or omissions in information on the Website;
(d) any claims made by companies listed on the Website whether stated in writing on their profile, their website or verbal claims;
(e) any offerings or conduct of third-parties, including but not limited to the products and services offered by third-parties or the descriptions of the products or services offered by third-parties, that you find on the Website;
(f) any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website; and
(g) any site linked from the Website.
11.2. You agree to indemnify us against any claims, losses, costs (including legal costs), expenses, demands or liability relating to
(a) your use of the Website, information on the Website, and information on third-party Websites linked from our Website;
(b) your breach of these Terms; and
(c) your Content that you post or make available on the Website.
12. GENERAL TERMS
12.1. You may not assign any of your rights or obligations under these Terms without the prior written consent of ArchiPro. A change in your effective ownership or control will be deemed an assignment for the purposes of this clause. ArchiPro may assign, transfer, licence or subcontract any and all of its rights and obligations under these Terms by notice to you but without requiring your consent.
12.2. If any provision of these Terms is found to be invalid, illegal or unenforceable, then such provision shall be deemed to be amended to the extent required to cure such invalidity, illegality or unenforceability and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
12.3. No waiver of any breach of, or failure to enforce any provision of, these Terms by ArchiPro shall in any way limit the right of ArchiPro thereafter to enforce and compel strict compliance with the provisions of these Terms.
12.4. These Terms, together with any applicable Additional Terms, set out the entire agreement between ArchiPro and you in relation to use of the Website and supersedes all prior arrangements, undertakings, representations and warranties by or between the parties in relation to the Website, whether written or implied.
12.5. We may at our sole discretion vary these Terms at any time, effective upon posting an updated version of the Terms on the Website. When we do, we will revise the date of the Terms below. Continued use or access of the Website after any such changes constitutes your acceptance of those changes.
12.6. These Terms are governed by, and are to be construed in accordance with, the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of New Zealand.