Terms of Use

Please read the following terms carefully as they explain our obligations as a provider of Services to You and Your obligations to us, as a Registered User.

The Tradevine Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Tradevine Service. Tradevine reserves the right to change these terms at any time, effective upon the posting of modified terms. Tradevine will make every effort to communicate these changes to You via email or notification via the Website.

It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

1. Definitions

   Access Fees or Subscription

   means the fees we charge You exclusive of taxes and duties for access and use of the Services. Tradevine may alter fees from time to time.

   Confidential Information

   includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

   Data

   is any data inputted by You or inputted on Your authority into the Website or Services.

   Tradevine

   means Trade Me Limited, a duly incorporated limited liability company registered in New Zealand, trading as Tradevine.

   Registered User

   means that You have completed the registration requirements and agreed to the terms of use.

   Services, Service or Software (where referenced)

   means the online back office, sales, procurement and inventory services and software (as may be changed from time to time by Tradevine) and made available via the Website.

   we, us and our

   refer to Tradevine and You and Your means You as a user or where the context permits, includes any entity, person or organisation on whose behalf You register or authorise to use the Services.

   Website

   means the Tradevine Website at the Domain www.tradevine.com, www.tradevine.com.au, www.tradevine.com or any other Website operated by Tradevine.

2. Use

   Tradevine grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

3. Acknowledgement and Acceptance

   Your use of this Website and Services provided through the Website is subject to these Terms:

   1. From the time that You access our Services the terms of this agreement are binding upon You, Your employees, agents, representatives and consultants and any person You enrol as an additional user of our Services under Your registration with us.
   2. By accessing and/or using our Services, You agree to accept and comply with these Terms. If You do not accept these Terms, You must not access or use our Services.
   3. Without limiting our other rights and remedies, we may refuse to supply any Service, and we may deny access to the Website and Services. If You do not accept these Terms or if You breach these Terms.
   4. All rights not expressly granted to You in these Terms are reserved by us.
   5. We may amend these Terms from time to time. Any amendments to these Terms will come into effect from the time they are published on our Website. The updated version of these Terms will supersede all prior versions. You can view the most current version of these Terms at any time by visiting this page.
   6. You agree that we may send regular electronic newsletters to You if You become a Registered User. Such newsletters will contain clear instructions for how You can unsubscribe.

4. Registration, Payment Refunds, Upgrading and Downgrading

   1. To use the Services, You must fulfil the registration requirements set out on the Website, including supplying any required information, and become a registered user.
   2. As part of registration You warrant that You are legally capable of forming a binding contract and the information provided by You in becoming a Registered User is true and correct.
   3. We may use the information provided by You to verify the accuracy of Your registration information (including using the information to contact You).
   4. Your credit card statement will show a payment to "Trade Me Limited". A valid credit card is required for paying accounts.
   5. The Tradevine Service is billed in advance and on a monthly basis. It is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
   6. Our monthly subscription fees are exclusive of taxes or levies imposed by tax authorities. You are responsible for payment of all such taxes or levies imposed on you as a Tradevine account holder.
   7. You may change your plan at any time. We will charge your credit card for any upgrade or downgrade in plan level at the new rate upon the start of your next billing cycle. If you upgrade your plan within a monthly billing cycle you cannot downgrade your (newly upgraded) plan within that same billing cycle. You may upgrade more than once during a billing cycle and the new rate will be applied upon the start of your next billing cycle.
   8. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Tradevine does not accept any liability for such loss.
   9. We will delete all of your content upon cancellation and we will not be able to recover this information once deleted. We are not liable for any loss resulting from cancellation.
   10. The free trial commences the day you register with Tradevine and ends 30 days after your registration. Tradevine reserves the right to alter the period of the free trial at any time.
   11. Tradevine reserves the right to cancel your account if you are using a free version or trial of our service and have not logged onto the service for a period of 14 days. Tradevine will send you an email prior, notifying you of the intention to cancel your account.
   12. If you have any questions regarding your account please contact us. Our registered address is Trade Me Limited, PO Box 11-042, Manners St, Wellington.

5. Cancellation of the Service

   1. You are solely responsible for cancelling your Tradevine account. To cancel your account, please send an email to support@tradevine.co.nz and we will action your cancellation request.
   2. When you cancel your account, all users of the account will be notified by email of the intended cancellation. If no further action is taken by You, and no request for Your data is received, then the account will be cancelled 7 days after the cancellation request and Tradevine reserves the right to permanently delete all content and data associated with the account. Where You have been subscribing to (paying for) the Tradevine service, data will be stored for a period of not less than 90 days following cancellation. Data inputted and associated with the Free Trial period will be deleted at Tradevine's discretion.
   3. If you cancel your Tradevine account prior to the end of your current paid up month, your billing cancellation will take effect immediately and you will not be charged for the next month of billing.
   4. If you have any questions regarding account cancellation please send us a message.

6. Pricing and Service

   1. We reserve the right to modify or discontinue the Service (or any part thereof) with or without notice to you.
   2. Prices of all Services, including but not limited to monthly subscription plan fees, are subject to change at our sole discretion. We are not liable to you or any third party for any modification, price change, suspension or discontinuance of the Service.

7. Prohibited Activities

   You may not use the Tradevine service for activities that:

   1. violate any law, statute, ordinance or regulation.
   2. encourage, promote, facilitate or instruct others to engage in illegal activity; or for items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
   3. involves the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

   At our discretion we may remove any product or Service listing or other material that we deem unsuitable or in breach of these Terms.

8. Your Obligations

   As a condition of these Terms, when accessing and using our Website and accessing our Services You must:

   1. not access the Services by using the credentials or password, or otherwise impersonating, another Registered User.
   2. keep Your password confidential. You must change Your password immediately if You believe that it has become known to any unauthorised person.
   3. immediately notify us of any unauthorised use of Your password or any other security breach and we will reset Your password for You in the event You are unable to access the Services.
   4. follow our instructions when using the Website and the Services and comply with any specific terms that we publish on the Website or Software that we give You regarding the Services from time to time.
   5. only use the Website for legal business purposes and to communicate with Your customers and suppliers in accordance with these Terms of Use and any notification we may send or post on our Website.
   6. not attempt to access any part of this Website or Software that is not intended to be accessed by the public.
   7. not attempt to undermine the security or integrity of Tradevine’s computing systems or networks or, where our Website and Software is hosted by a third party, that third party's computing systems and networks;
   8. not use, or misuse, the Website or Software in any way which may impair the functionality of the Website or Software, or impair the ability of any other user to use the Website or Software.;
   9. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Website or Software is hosted;
   10. not transmit, or input into the Software, any files that may damage any other person's computing devices or Software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
   11. not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for the intended and normal operation.
   12. acknowledge that the Services are provided as a business tool to facilitate commerce and communication between You and Your customers and suppliers. Tradevine is an independent party to the commercial activities You conduct when using the Services. Tradevine has no has no responsibility or liability whatsoever in relation to the commercial activities You undertake.

   At our discretion we may remove any product or Service listing or other material that we deem unsuitable or in breach of these Terms.

9. Confidentiality

   Unless the relevant party has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms.

   Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

   Each party's obligations under this clause will survive termination of these Terms. The provisions of these clauses shall not apply to any information which:

   • is or becomes public knowledge other than by a breach of this clause;
   • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
   • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
   • is independently developed without access to the Confidential Information.

10. Privacy

    Your use of the Tradevine Services and Website is subject to our privacy policy, which You should read. You will be taken to have accepted our privacy policy when You accept these Terms. You acknowledge and agree that if Tradevine holds any personal information in Your Data, it does so for the purpose of processing such personal information on your behalf. Where Tradevine processes personal information on your behalf, You agree such personal information is held by you for the purposes of section 3(4) of the Privacy Act 1993. In relation to your use of the Services, You must not collect, use, store or otherwise process the personal data of a data subject (as those terms are defined in the European Union's General Data Protection Regulation ("GDPR")) to which the GDPR applies by virtue of Art 3 of the GDPR. This includes your collection, use or storage of personal data: in the context of activities relating to the establishment of a customer based in the European Economic Area ("EEA"); and/or that is or would be for the purposes of the offering of goods or services, or the monitoring of behaviour of a customer based in the EEA.

11. Indemnity

    You indemnify Tradevine against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Tradevine, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

12. Intellectual Property

    Subject to any rights granted to Tradevine under these terms or its privacy policy, title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Tradevine (or its licensors).

    Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Tradevine subscription fee when due. You grant Tradevine a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You.

    You must maintain copies of all Data inputted into the Service. Tradevine adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Tradevine expressly excludes liability for any loss of Data no matter how caused.

    If You enable third-party applications for use in conjunction with the Services, You acknowledge that Tradevine may allow the providers of those third-party applications to access Your Data as required for the inter operation of such third-party applications with the Services. Tradevine shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

    You Acknowledge that in the event You suggest an idea or solution that Tradevine utilises to improve the Services, then the intellectual ownership of that that idea or solution will vest totally with Tradevine given the idea or solution would not have likely arisen had You not had access to the Website or Services. You further grant Tradevine a royalty free licence to use the idea or solution as Tradevine sees fit.

    Tradevine reserves the right to collect non-identifying aggregate trading data based upon usage of the service and freely use and publish such data that may be inputted into the Software.

13. Warranties and Acknowledgement

    You warrant that where You have registered to use the Service on behalf of another person or organisation, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

    You acknowledge that You:

    1. are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorised to use the Service.
    2. are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).

    Tradevine has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a company, body corporate or otherwise) You agree that:

    1. You are responsible for ensuring that You have the right to do so;
    2. You are responsible for authorising any person who is given access to information or Data;
    3. Tradevine has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
    4. You will indemnify Tradevine against any claims or loss relating to:
       1. Tradevine's refusal to provide any person access to Your information or Data in accordance with these Terms,
       2. making available information or Data to any person with Your authorisation.

    The provision of, access to, and use of, the Services is on an "as is” basis and at Your own risk.

    Tradevine gives no warranty about the Services. Without limiting the foregoing, Tradevine does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

    Tradevine does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Tradevine is not in any way responsible for any such interference or prevention of Your access or use of the Services.

    Tradevine is not Your accountant or advisor on trading methodologies and use of the Services does not constitute the receipt of accounting or trading advice. If You have any accounting or advisor questions, please contact an accountant or consultant.

    It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

    You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Software and the Website will comply with laws applicable to You (including any laws requiring You to retain records).

14. Consumer Guarantees

    You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

15. Limitation of Liability

    To the maximum extent permitted by law, Tradevine excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

    If You suffer loss or damage as a result of Tradevine's negligence or failure to comply with these Terms, any claim by You against Tradevine arising from Tradevine's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous (1) month.

    If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with our Termination clause.

16. Termination

    These Terms will continue for the period covered by the Access Fee.

    At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving a 7 day notice of termination to the other party.

17. Breach

    If You breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied

    If you breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) payment of Access Fees that are more than 30 days overdue); or

    If You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, Tradevine may take any or all of the following actions, at its sole discretion:

    • Terminate this Agreement and Your use of the Services and the Website;
    • Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
    • Take either of the actions in sub-clauses 4 and 5 of this clause 11.2 in respect of any or all other persons whom You have authorised to have access to Your information or Data; or
    • Suspend or terminate access to all or any Data.

    For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3.2) is not made in full by the relevant due date, Tradevine may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

18. Accrued Rights

    Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

    1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
    2. immediately cease to use the Services and the Website.

19. Expiry or Termination

    The following clauses survive the expiry or termination of these Terms.

    1. Registration, Payment, Refunds, Upgrading and Downgrading
    2. Intellectual Property
    3. Warranties and Acknowledgements
    4. Limitation of Liability
    5. Termination

20. Help Desk

    Technical Problems

    In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Tradevine. If You still need technical help, please check the support provided online by Tradevine on the Website or failing that send us a message.

    Service availability

    Whilst Tradevine intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Tradevine have to interrupt the Services for longer periods than Tradevine would normally expect, Tradevine will use reasonable endeavours to publish in advance details of such activity on the Website.

21. General

    Entire agreement

    These Terms, together with the Tradevine Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Tradevine relating to the Services and the other matters dealt with in these Terms.

    Waiver

    If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

    Delays

    Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

    No Assignment

    You may not assign or transfer any rights to any other person without Tradevine's prior written consent.

    Governing law and jurisdiction: You accept that New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.

    Severability

    If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

    Notices

    Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Tradevine must be sent to support@tradevine.com or to any other email address notified by email to You by Tradevine. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

    Rights of Third Parties

    A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

    Version history of this page

    Version 1: Last modified 1 November 2011.

    Version 2: Last modified 31 August 2012.

    Version 3 (current): Last modified 7 January 2014.