Terms of Use - Pricedrop

Agreement to Terms of Use

Welcome to www.pricedrop.co.nz (the Site), a website hosted and operated by iwantstuff Limited (we, our, iwantstuff). These terms (T&Cs) apply to the entire contents of the Site and to any web feeds produced by the Site. You must accept these Terms of Use (T&Cs) before accessing and using the Site. If you do not agree to the terms of these T&Cs, then you must not use, and must ensure that no other person uses, the Site. By viewing and using the Site, you will be deemed to agree to these T&Cs.

By accessing the Site, you consent to be bound by these T&Cs and are deemed to be a party to this End User Licence Agreement or EULA (as defined below). If you do not agree with all of the terms and conditions of this EULA, do not access the Site.

This EULA is entered into by you as an end user of the Site. You confirm that you have the authority to act on behalf of any entity for whom you are using the Site.

From time to time we may need to make changes to this EULA. Please check these T&Cs frequently to stay updated with any changes to this EULA and you agree by continuing to access or use the Site to be bound by the updated T&Cs.

These T&Cs should also be read in connection with our Privacy Policy which sets out how we process any personal information we collect from you or that you provide to us. By using our Site, you consent to such processing and warrant that all information provided by you is accurate.

1. Definitions and Interpretation

1.1 In this EULA, unless the context otherwise requires:

(a) Auction means a listing to sell items or goods through the pricedrop auction mechanism on the Site.

(b) Content means the content inputted or uploaded by you or on your behalf onto our Site, including content and information related to an Auction or an IWS Listing.

(c) End User Licence Agreement or EULA means the contract incorporating these T&Cs that is formed upon your access of the Site.

(d) Intellectual Property Rights means any intellectual property rights, title and interests (including common law rights and interests) in any jurisdiction including:

(i) patents, trademarks, service marks, copyright, registered designs, trade names, domain names, symbols and logos;

(ii) patent applications and applications to register trademarks, service marks and designs; and

(iii) confidential information, trade secrets and know-how and rights in tools, techniques, computer program code, databases, data inventions, discoveries, developments, information and logical sequences (whether or not reduced to writing or other machine or human readable form).

(e) IWS Listing means a listing for items and goods that the user wishes to purchase or obtain.

(f) Poster means the user who has posted an IWS Listing.

(g) Site Purposes means for the purposes as intended by iwantstuff, including the publication of and response to an Auction or IWS Listing and the negotiation for items and goods.

(h) Seller means a seller under an Auction.

(i) Territory means New Zealand.

(j) You means the user of the Site and your has a corresponding meaning.

1.2 Interpretation: In this EULA, unless the context indicates otherwise:

(a) Headings: clause and other headings are for ease of reference only and will not affect the EULA’s interpretation;

(b) Negative Obligations: any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;

(c) Inclusive Expressions: wherever the words includes or including (or any similar words) are used, they are deemed to be followed by the words "without limitation";

(d) Plural and Singular: where the context permits, the singular includes the plural and vice versa;

(e) Parties: references to any party mean a party to this EULA and include that party's successors and permitted assignees (as the case may be);

(f) Persons: where the context permits, references to a person include an individual, firm, company, corporation or unincorporated body of persons, any public, territorial or regional authority, any government, and any agency of any government or of any such authority;

(g) Monetary Amounts: all monetary amounts are in New Zealand currency and GST inclusive; and

(h) Statutory Provisions: references to any statutory provision include any statutory provision which amends or replaces it, and any bylaw, regulation, order, statutory instrument or other determination made under it.

2. Use and Licence

2.1 Subject to your compliance with the EULA, we grant to you and you accept from us, a personal, royalty-free, non-exclusive, non-transferable and non-assignable, non-sub-licensable, revocable licence in the Territory for you to access and use the Site for the Site Purposes. This licence and your access to the Site are automatically revoked in the event that you fail to comply with the EULA.

2.2 We reserve the right to modify or amend the Site (or any part of it) at our sole discretion.

2.3 Our site is directed to people residing in New Zealand. We do not represent that content available on or through our Site is appropriate for use or available in other locations.

2.4 We may use automated means (including automated software) to help optimise IWS Listings and Auctions. Creating an Auction or an IWS Listing does not guarantee any particular level of visibility or sales.

3. Logon

3.1 You are required to obtain a logon (username and password) before being able to post an IWS Listing or Auction purchase. You are responsible for all activity that happens on your logon. You must take reasonable care of your logon and keep it secure. This includes:

(a) not disclosing your username and password to others or allowing others to see it;

(b) not leaving an unsecured computer or device that is logged in to the Site unattended; and

3.2 To obtain a logon, you must:

(a) be at least 18 years old and able to enter into contracts;

(b) be a resident in New Zealand (unless we specifically agree with you otherwise); and

3.3 We are not responsible for any unauthorised access to or use of your logon. You must immediately notify us:

(a) if you believe the secrecy of your password has been compromised; or

(b) you become aware of any unauthorised use of your username or password or logged-in session.

3.4 You warrant that all information supplied by you to us for the purposes of registration on the Site and accessing the Site is true, correct and up to date. You must maintain and update your logon information to ensure it is always correct and up to date. Where information supplied by you to us includes personal information, you will ensure, and warrant, that you have permission to provide that personal information for the purposes of our providing the Site to you.

3.5 You authorise us to use, store or otherwise process any personal information supplied by you to us, to the extent reasonably necessary for us to provide the Site (including services related to IWS Listings or Auctions). By accepting these T&Cs you agree to the processing and disclosure of such personal information to the extent reasonably necessary for us to provide the Site.

4. Your Obligations

4.1 You must comply with:

(a) any request for further information that we may make regarding your IWS Listing or Auction;

(b) our acceptable use policy; and

(c) all applicable laws when using our Site, including the Fair Trading Act 1986, the Consumer Guarantees Act 1993, the Harmful Digital Communications Act 2015, the Copyright Act 1994 and the Trade Marks Act 2002.

4.2 You must not:

(a) post or share material that:

(i) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images; and/or

(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity;

(b) use our Site to solicit for or seek prostitution services and/or other sex work;

(d) without our written consent, create a new logon after we suspend or terminate your logon;

(e) extract, disassemble, decompile, reverse engineer, translate, creative derivative works or otherwise seek to reveal the operating logic of any part of the Site;

(f) use the Site to derive the source code, underlying ideas, algorithms, structure or organisation, or any similar action, in a manner that facilitates the creation or development of an Application Programming Interface (API) or any functionality of Site;

(g) use or permit (whether directly or indirectly) the use of the Site for the purpose of training artificial intelligence technologies to generate text or works, including technologies that are capable of generating works in the same style as any part of the Site;

(h) conduct, facilitate, authorise or permit any text or data mining or web scraping for any purpose in relation to the Site;

(i) use or permit (whether directly or indirectly) the use of the Site for any illegal or unethical purpose;

(j) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Site (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Site (or any part of it);

(k) place fake "Buy Now" purchase bids (or shill bids) on an Auction;

(l) create a Auction or a IWS Listing for illegal, pirated, counterfeited, stolen or unsafe items or goods or other goods and services prohibited under our Prohibition List;

(m) attempt to interfere with the proper functioning of the Site, including by misusing our Site or introducing harmful code to our Site; or

(n) attempt to gain unauthorised access to our Site or our Site’s server.

(o) place any IWS listing where you are seeking a person or persons to purchase on your behalf.

4.3 For an Auction, the Seller:

(a) must include GST (if any) in the price;

(b) must provide users with the terms, conditions and policies that apply to that Auction (including any payment terms, pick-up terms, shipping methods, who bears the cost of shipping), and must honour any sales, returns and/or policies and all other terms related to the Auction;

(d) is solely responsible for all applicable taxes, duties and fees for sales that result from an Auction (as the Seller is the seller of record); and

(e) is solely responsible for:

(i) ensuring the safety and integrity of the product and services of the Auction;

(ii) prompt shipping, delivery and/or arrangement of pick-up after payment of the Auction price; and

(iii) prompt responses to further queries.

4.4 For an Auction, the winning bidder:

(a) creates a legal contract between themselves and the Seller of the Auction where the winning bidder agrees to complete the trade;

(b) agrees that we can provide their email, delivery address and other information to the Seller so the transaction can proceed;

(c) must promptly pay the purchase price (plus any agreed shipping costs or other charges) and complete the transaction as specified in the Auction; and

(d) agrees that their username and their winning bid will be publicized on the Site if deemed appropriate by IWS.

5. Your Content

5.1 You grant:

(a) us a worldwide, non-exclusive, royalty-free, transferable licence to use, exploit, copy, distribute, reproduce, manufacture, sub-license, modify, improve, enhance and make derivative works of your Content on the Site for the Site Purposes forever; and

(b) other users of our Site a limited licence to use, store and copy your Content and to distribute and make it available to third parties.

5.2 You warrant and represent to us that:

(a) Your Content is true, accurate and complete at all times, including the description, price, applicable taxes or fees, delivery information and other content; (b) you have all rights necessary to grant the licences in clause 5.1;

(d) you own your Content and that you have all rights necessary to post your Content on the Site and that it does not violate any third party rights (including infringement of any third party’s Intellectual Property Rights).

5.3 You will defend, indemnify, and hold us (and our directors, employees and agents) from and against any liability, loss, damage, cost and expense (including reasonable legal fees) arising from your breach of your representations and warranties under clause 5.2.

5.4 You are solely responsible for securing and backing up your Content.

6. Other User Content

6.1 Our Site may include information and materials uploaded by other users of the Site. This information and these materials have not been verified or approved by us and we disclaim all liability for such information or material. The views expressed by other users on our Site do not represent our views or values.

7. Our Fees

7.1 We charge you a fee per each iWANTstuff pricedrop Listing (as set out in our Site from time to time) and your iWANTstuff pricedrop Listing can include uploads of up to three (3) photographs of similar items or goods that you want to purchase. Your IWS Listing will be taken down from our Site after 90 days.

7.2 We charge you a fee per each listing (as set out in our Site from time to time) and your listing can include:

(a) uploads of up to three (3) photographs of the items or goods that you want to sell;

(b) the length of the Auction

(d) your details and terms for the Auction.

7.3 We will post your IWS Listing or Auction only after you have paid the corresponding fee to us.

7.4 We will not refund any fees for an IWS Listing or an Auction. All our fees are inclusive of GST.

8. Third Party Websites

8.1 Where our Site contains advertisement, links to other websites and resources provided by third parties (including through our advertisers), the content of these advertisements, websites or resources are the sole responsibility of these third parties. Such

advertisements, links, websites or resources should not be interpreted as approval by us of their content.

9. Transaction through Our Site

9.1 Our site provides a venue for users to post Auctions and IWS Listings. Other users of our Site (including a winning bidder of an Auction) may then contact:

(a) for an Auction, the Seller, to conclude the sale and purchase of the item, goods or services related to the Auction; or

(b) for an IWS Listing, the Poster, to conclude the sale and purchase, item or good that the Poster has advertised for, using an e-mail form generated on our Site.

9.2 Any transaction for the sale of services, items or goods through an Auction or IWS Listing is strictly between the relevant users of the Site. In providing the venue through our Site, we do not:

(a) participate in the actual sale of items, goods or services;

(b) participate in the actual negotiation, agreement, employment or sale of the service, item or goods or in the transaction itself;

(d) act as agent for any of our users.

9.3 All transactions and other contacts between you and another user of our Site is entirely at your risk and we are not liable or responsible for :

(a) the legality (including if the seller doesn’t have the right to sell the item or good to you), safety or quality of any service, item or good that is sold to you;

(b) the accuracy, completeness, reliability or suitability of any representation made by a user of our Site;

10. Exclusion of Warranties

10.1 We provide access to the Site without any warranties (express or implied) of any kind, including as to the completeness, accuracy, reliability or suitability of the Site, other than warranties which cannot be excluded by law.

10.2 We do not provide any warranty or guarantee:

(a) that any service, item or good sold to you through your use of our Site will be fit for your particular purposes; or

(b) in relation to any service, item or good sold to you through your use of our Site (including legal status or ownership status, warrant of fitness, certificate of fitness, electrical condition status, etc…).

10.3 You acknowledge that we have not taken any steps to verify the user-uploaded content and such content may be incorrect, duplicated, incomplete, or misleading. You must not make, or allow to be made, any representations to any other person that this content is reliable without our prior written consent. You will defend, indemnify, and hold us (and our directors, employees and agents) from and against any liability, loss, damage, cost and expense (including reasonable legal fees) arising from any such representation being made by or on your behalf.

11. Limitation of Liabilities

11.1 The Site and the services contained on the Site are provided as a convenience only and your access to and use of the Site is at your sole risk. To the maximum extent permitted by law, we, our directors, employees, agents and affiliates are not liable to you for any loss or damage arising in connection with the performance or contemplated performance of this EULA or your use of the Site or in connection with any decisions, consequences or actions taken by you or any other person in connection with or in purported reliance on the Site, including for any claim of breach of contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise under any other legal theory.

11.2 We do not pre-screen any Auction or IWS Listing, feedback or other communication before its posted on the Site. We will not be liable to you for any loss or damage arising from:

(a) any misconduct by any user of our Site, including any fraudulent or misleading conduct; or

(b) inaccuracy related to any Auction or IWS Listing; or

(d) any failure to complete a transaction; or

(e) delay or failure to perform our obligations due to any matter beyond our reasonable control nor any loss or damage caused or contributed to by you.

11.3 You will defend, indemnify and hold us, our directors, employees, agents and affiliates harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees):

(a) related to your breach of any terms of this EULA or any of our policies;

(b) related to any of your Content;

(c) arising out of or in connection with your use of the Site, including in connection with any IWS Listing or Auction or a failure to complete a transaction; and

(d) related to taxes, duties, and fees for sales that result from your use of the Site, including in connection with any IWS Listing or Auction.

11.4 In no event will we, our directors, employees, agents and affiliates be liable to you for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this EULA.

11.5 Although we may refer to some of the services on the Site as an auction, we are not an auctioneer under the Auctioneers Act 2013.

12. Intellectual Property Rights

12.1 Unless otherwise indicated, we (or our licensors) hold all rights, including Intellectual Property Rights, in the Site and other material on the Site (other than your Content), and you agree that you will have no claim to ownership of such rights.

13. Term, Suspension and Termination

13.1 This EULA will be in effect from the first time you access the Site.

13.2 Without limiting any other right or remedy available to us under this EULA, if you are in breach of any term of this EULA or any of our policies, we may:

(a) suspend your access to the Site (including by disabling your logon account); or

(b) limit your activities on the Site, including by removing your bids, IWS Listing, Auction or other Content; or

until the relevant breach has been remedied.

13.3 We may also suspend your access to the Site at any time:

(a) if we consider it appropriate to do so;

(b) for operations or business reasons;

(d) to reduce or prevent interference with the Site; or

(e) if required to do so as a result of a direction by any government, law enforcement or other authority.

14. Disputes

14.1 You agree to try and resolve any disputes you have with other users of our Site directly with them. We are not a party to any transaction between users of the Site.

14.2 If a dispute arises out of or in connection with this EULA between you and us, the parties will use reasonable endeavours to resolve the dispute by good faith negotiations between them for a period of fourteen (14) days (or such longer period as the parties may agree).

14.3 No party may issue any legal proceedings (other than for urgent interlocutory relief) in respect of any dispute under this EULA unless that party has first complied with the process set out in clause 14.2.

15. General

15.1 Entire Agreement: This EULA constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether oral or written, of the parties.

15.2 Notices: Any notice or correspondence required to be given or sent by either party to the other must be in writing and be sent to the email address set out below:

(a) Us: disputes@iwantstuff.co.nz; and

(b) You: the e-mail address specified when you create your logon.

15.3 Waiver: No party will be treated as having waived any right under this EULA unless the waiver is in writing and signed by such party. Any such waiver by a party of a breach of any provision of this EULA will not constitute a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision of this EULA by that party.

15.4 Relationship: Nothing expressed or implied in this EULA constitutes any party as the partner, agent, employee or officer of, or as a joint venturer with, the other party. No party will make any contrary representation to any other person.

15.5 Severability: If any provision (or part of a provision) of these T&Cs is found by any court to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the intention of the parties.

15.6 Transfer and assignment: You agree that we may assign, transfer or novate any or all of our rights and obligations under these T&Cs to any public sector agency or other organisation that may come to assume ongoing responsibility for this Site (and, if relevant, any public version of the Underground Asset Register). You may not assign, transfer or novate any or all of your rights and obligations under this EULA without our prior written consent.

15.7 Revisions to terms: We may revise these T&Cs at any time. Any such revisions will take effect once notified through a post or other announcement on the Site detailing the respect(s) in which the T&Cs have changed. Continued use of the Site after the effective date of any such revisions, through the act of your use of or logging in to the Site, indicates your acceptance of those revisions.

15.8 Governing Law and Jurisdiction: This EULA will be governed by and interpreted in accordance with New Zealand law and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.