ArchiPro - Website Terms of Use

ARCHIPRO – Website Terms of Use

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 August 2022.

1. APPLICATION OF TERMS

1.1. By accessing and using the Website you agree to be bound by these Terms and our Privacy Policy. If you do
not agree, then you are not authorised to use or access the Website.

2. WEBSITE SERVICES

2.1. THE WEBSITE PROVIDES A PLATFORM THROUGH WHICH USERS CAN SEARCH AND CONNECT WITH
PRODUCT SUPPLIERS AND PROFESSIONALS. ARCHIPRO DOES NOT MAKE ANY REPRESENTATION,
WARRANTY OR PROVIDE ANY ENDORSEMENT OR GUARANTEE IN RESPECT OF ANY PRODUCT,
PROFESSIONAL OR COMPANY THAT IS LISTED ON, OR CHOOSES TO ADVERTISE THROUGH, THE WEBSITE
OR IN RELATION TO ANY INFORMATION SUPPLIED IN RESPECT OF A PRODUCT, OR BY A PROFESSIONAL OR
COMPANY. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN ENQUIRIES TO VERIFY INFORMATION AND
ASSESS THE SUITABILITY OF ANY PRODUCT OR SERVICE OFFERED. SEE ALSO CLAUSES 6.1, 9.1(d), 11, AND
12 BELOW.

2.2. The Website offers the following services:

(a) General browsing: you may browse pages and information on the Website. These include product,
project and professional pages.

(b) Inbox: where you submit any enquiries on the Website using the enquiry form, the enquiry and any
responses are stored in the Inbox feature of the Website. By submitting an enquiry, a login is
automatically created for you so you can access any reply and keep track of enquiries that you've
sent. You also have the option to share your contact information with the company or third party
you submit an enquiry to, or to keep it private and communicate only through the Inbox.

(c) Design Boards: you can create, collate and save photos or links to design boards and opt to share
these with third parties (see clause 8 for additional terms applicable to Design Boards).

(d) ArchiPro Ecommerce: ArchiPro Ecommerce 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. See clause 9 for additional terms applicable to ArchiPro Ecommerce.

2.3. We may offer other services and functions on the Website which may be governed by these Terms or such
other terms as determined by us. 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 above. Continued use or access of the Website after any such changes constitutes your acceptance of
those changes.

3. REGISTRATION/LOGIN

3.1. Access to Inbox, Design Boards and ArchiPro Ecommerce require you to register and/or create a login with
us and on the Website. In connection with using these services, we may send you email communications
and reminders related to your use of these services.

3.2. We will treat personal information you provide as part of registration/login in accordance with our Privacy
Policy. You also may have the option to register and/or create a login by linking your Google, Facebook, or
LinkedIn account.

3.3. You are responsible for:

(a) providing true, accurate and complete information;

(b) keeping all information you use to register/create the login up to date; and

(c) protecting your username and password from getting stolen or misused.

4. ACCEPTABLE USE

4.1. You must use the Website in a manner that complies with all applicable laws and regulations.

4.2. 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.

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 Design Board Content, as defined in clause 8.1 below), 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. COPYRIGHT

7.1. All images uploaded and submitted to be displayed on the Website must comply with photography licensee
restrictions and must be 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
the relevant 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. DESIGN BOARDS

8.1. Design Boards enable you:

(a) to save images and links from other listings or pages on the Website;

(b) invite other people by entering their email addresses to collaborate on your Design Board;

(c) upload your own photos and files (e.g. pictures or proposals) and make comments in the Design
Board (your “Design Board Content”);

(d) send enquiries from within your board and receive replies through the Inbox service.

8.2. You (or your relevant licensor) retain all ownership in, and are responsible for, your Design Board Content.
However, you grant to us, or shall otherwise procure the granting to us of, a non-exclusive royalty free right
to store, display and save your Design Board Content on, or in connection with, the Website for the
purposes of providing the Design Board service and any functions ancillary to the Design Board service.

8.3. By posting, uploading or submitting your Design Board Content on the Website, you represent and warrant
that your Design Board Content:

(e) is your own work or you have the necessary permission from the author or owner of the relevant
Design Board Content to use such Design Board Content in the manner contemplated in these Terms;

(f) does not violate or infringe the moral, intellectual property, privacy or other rights of any other
person

(g) does not contain any virus, work, corrupt file, or other forms of malicious code or content that may
harm a website or computer; and

(h) does not include any cookie, tracking tag or other tracking device unless we have provided our prior
written consent to such inclusion.

8.4. We reserve the right to remove or prevent access to your Design Board Content, in whole or part, for any
reason.

8.5. Following termination or deactivation of your profile, or if you remove any of your Design Board Content, we
may keep your Design Board Content for a reasonable period of time for back-up, archival or audit purposes.

9. ARCHIPRO ECOMMERCE

9.1. Where you purchase products through ArchiPro Ecommerce, the terms set out below will apply.
General

(a) You must be at least 18 years old and will be required to register to use ArchiPro Ecommerce.

(b) ArchiPro is not party to any sale and purchase transaction and provides ArchiPro Ecommerce 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 Ecommerce.

(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 Ecommerce 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 Ecommerce;

(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
Ecommerce. 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 Ecommerce 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 Ecommerce.

(i) All payments made through ArchiPro Ecommerce will be processed through the payments service
operated by Stripe New Zealand Limited and integrated with the ArchiPro Ecommerce. 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.

(j) By using ArchiPro Ecommerce 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 Ecommerce. 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.

Pricing

(m) Pricing on ArchiPro Ecommerce 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.

Delivery

(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 Ecommerce. 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 Ecommerce Service. Any enquiries relating to non-delivery or failure to complete delivery should
be sent to the Merchant through the messaging function of ArchiPro Ecommerce.

Returns and refunds

(s) Products sold through ArchiPro Ecommerce 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 Ecommerce. 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
Ecommerce 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.

10. PRIVACY POLICY

10.1. ArchiPro has adopted a Privacy Policy. By using the Website in any way, you understand and acknowledge
that the terms of the Privacy Policy apply to you. You agree that we may disclose your personal information
in accordance with the Privacy Policy.

10.2. Please note that when making a purchase through ArchiPro Ecommerce, your personal information may be
disclosed to Stripe and to relevant Merchants involved in any transaction. By submitting an order through
ArchiPro Ecommerce, 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.

11. DISCLAIMERS

11.1. 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, representation or endorsement of any kind. Use of
the Website is at your own risk.

11.2. 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.

11.3. 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.

12. LIABILITY AND INDEMNITY

12.1. 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 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

(f) any site linked from the Website.

12.2. 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;

(b) your breach of these Terms; and

(c) your Design Board Content that you post or make available on the Website (including any breach of
clause 8.3).

13. GENERAL TERMS

13.1. 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.

13.2. 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.

13.3. 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.