Terms & Conditions

watersorted
PLATFORM TERMS OF USE

1         APPLICATION OF TERMS

1.1      These Terms apply to your use of Watersorted.  By accessing and using Watersorted:

a          you accept and agree to be bound by these Terms; and

b          where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2      If you do not agree to these Terms, you are not authorised to access and use Watersorted, and you must immediately stop doing so.

1.3      Without limiting clauses 1.1 and 1.2, by clicking on the "Agree” (or similar) button presented to you at registration, or checkout when you place an order via Watersorted, or presented to you during any RFQ process via Watersorted, you confirm you accept and agree to be bound by these Terms, including, where applicable, on behalf of another person where clause 1.1b applies.

1.4      If you, or the organisation for whom you are an Account Member, are party to a separate agreement in writing with us, that separate written agreement will prevail if there is any inconsistency or conflict between these Terms and that separate written agreement.  To avoid doubt, no purchase, procurement or other business form or standard terms used by a Buyer or Seller will supersede or otherwise apply to the agreement between us and that Buyer or Seller without our express prior written agreement.

1.5      Every provision of these Terms applies to you, except where a specific provision states that it applies to a category of User that does not include you or (if you are an Account Member) the organisation User you represent or with whom you are connected.

2         CHANGES

2.1      We may change these Terms and our Privacy Policy at any time by updating them on the Website.  Unless stated otherwise, any change takes effect immediately.  You are responsible for ensuring you are familiar with the latest Terms.  By continuing to access and use Watersorted, you agree to be bound by the changed Terms.

2.2      Where reasonably practicable, we will try to notify you of the changes at least one month before the changes take effect.  If you wish to comment on any changes, you are welcome to get in touch with us.  If we need to make a change urgently for security or other reasons, or if the change is required to correct a mistake in the Terms (for example, where we have used the wrong cross-reference to a clause, or where we have used the wrong word or the wrong spelling), we reserve the right to make the change immediately, without providing that advance notice.

2.3      If a change to these Terms is detrimental to you and:

a          you have not registered an account with us, you may stop accessing and using Watersorted at any time (but any Customer Agreement you are party to will remain in effect); or

b          you have registered an account with us, you (or the organisation you represent, where you are an Account Member) may cancel your account and terminate these Terms and your right to access and use Watersorted on no less than 10 days’ notice, provided the notice is received by us before the date that the change takes effect. If you give notice under this clause 2.3, the previous version of the Terms will apply to your access to and use of Watersorted during the notice period.  If no termination right under this clause is exercised, and you continue to access and use Watersorted from the date on which the Terms are changed, you agree to be bound by the changed Terms.

2.4      We may change, suspend, discontinue, or restrict access to Watersorted (in whole or in part) without notice or liability.

2.5      These Terms were last updated on 8thAugust 2024

3         DEFINITIONS AND INTERPRETATION

3.1      In these Terms:

3rdParty Payment Provider means Stripe, Inc. or any replacement or additional 3rd party payment platform authorised by us;

Account Member means an individual User who accesses and/or uses Watersorted as an officer, employee, contractor or agent of a Buyer or Seller, or otherwise for a Buyer or Seller’s business purposes, and who has been connected to that organisation by the relevant Buyer’s or Seller’s administrator;

Administration Fee means the commission payable to us by a Seller who has joined as a User subject to a free subscription plan, when Buyers buy goods or services from that Seller via Watersorted, as described on the Become a Seller page, and as otherwise notified to you in writing;

Advertisementmeans an advertisement placed on the Website for publication on your behalf through our advertising service, as described on our Advertise with Us page; 

Advertiser means a person who has set up an account (or for whom an account has been set up for their benefit) with Watersorted to place advertisements on Watersorted.  To avoid doubt, an Advertiser may also be a Seller;

Advertising Material means any material, including electronic material or data, for publication as part of any Advertisement submitted by you or on your behalf;

Affiliate means a person we have accepted into our affiliate program on the terms set out in clause 15.

Brands has the meaning given in clause 15.14;

Buyer means a person who buys or proposes to buy goods or services via Watersorted, regardless of whether or not that person has set up an account (or for whom an account has been set up for their benefit);

Commission has the meaning given in clause 15.7a.

Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf (including by your Account Members), and that is then stored, transmitted via, input into or displayed via Watersorted, including (i) all reviews, ratings and other comments; (ii) in the case of a Seller, all content, data and information uploaded into or communicated using Watersorted by or on behalf of the Seller when creating a Listing or otherwise promoting its goods and services; (iii) any and all Advertising Material; and (iv) in the case of a Buyer and a Seller, all RFQ communications;

Customer Agreement means an agreement directly between a Buyer and a Seller to buy goods or services on the Seller’s terms and conditions of sale (as may be altered by agreement between the relevant Buyer and Seller, including via an RFQ);

Fees means the fees payable to us in connection with a User’s access to and use of Watersorted, including the fees payable for subscription plans and the Administration Fee, as set out on the Website and as otherwise notified to you in writing from time to time (in each case, including all applicable Sales Tax, and all payment processing fees).  To avoid doubt, Fees does not mean the purchase price paid by any Buyer to a Seller for goods or services;

Good Industry Practice means, in relation to the performance of any services or provision of any goods, the exercise of the skill, diligence and care that would be expected from a highly skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances;

GST means goods and services tax payable under the Goods and Services Tax Act 1985;

Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property;

IRD Listed Services means services identified by New Zealand IRD as being services in respect of which online marketplace operators who facilitate the sale of those services must collect and return GST of 15% when the service is performed, provided, or received in New Zealand, regardless of whether or not the seller is GST-registered.  At the date these terms were last updated, IRD Listed Services includes ride-sharing and ride-hailing, food and beverage delivery and short-stay and visitor accommodation services.  For further information, please refer to https://www.ird.govt.nz/sharing-economy/online-marketplaces/gst-on-listed-services; 

Listing means a profile or post by a Seller on Watersorted offering its goods and/or services to Users.  To avoid doubt, a Listing is not an Advertisement;

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis;

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way;

Personal information means information about an identifiable, living person;

Prohibited Items  means IRD Listed Services, and any unsafe, toxic, polluted or contaminated goods, goods that do not have a current safety certificate (where applicable), objectionable goods, highly flammable or hazardous goods, living plants or animals, food or perishable goods, illegal or stolen goods or items, waste, and any goods which are not fit for the purposes for which goods of the type in question are commonly supplied or for which the Seller represents they are or will be fit;

RFQ means a "request for quote” undertaken via Watersorted’s RFQ functionality as described on the Website;

Sales Tax means GST, sales tax, value added tax or equivalent tax payable under any applicable law;

Seller means a business who has set up an account (or for whom an account has been set up for their benefit) with Watersorted to list, advertise and sell products and/or services via Watersorted;

Subscription Period means the subscription period a Seller selects for its Watersorted subscription plan;

Terms means these terms and conditions titled Watersorted platform Terms of Use;

Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide Watersorted and the Website, including any third party solutions, systems and networks;

User means any person that uses Watersorted or the Website.  Users may include (i) organisations or individuals who have accounts as Buyers or Sellers, including their administrators; (ii) Account Members; (iii) Buyers who check out as guests; (iv) organisations or individuals who initiate RFQs without creating an account with us; (v) Affiliates; (vi) Advertisers; and (vi) a User’s officers, employees, consultants, contractors and agents;

User Dispute means any dispute that arises between, or relates to, you and another User, or relates to any RFQ, transaction or communication made using or via Watersorted;

User ID means a unique name and/or password allocated to you to allow you to access certain features of Watersorted;

Watersorted means the e-commerce multi-vendor marketplace available at the Website (and including all sub-sites);

we, usand our means Water Software Solutions Limited;

Website means watersorted.com or any other site notified to you by us, including all subdomains; and

you means, subject to clause 6.9e, you or (if clause 1.1b applies) both you and the other person on whose behalf you are acting (and all grammatical forms of "you”, e.g. your, have a corresponding meaning).

3.2      In these Terms:

a          clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;

b          words in the singular include the plural and vice versa; and

c          a reference to:

i.         a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

ii.        including and similar words do not imply any limit; 

iii.       a statuteincludes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them; and

iv.       in writing includes by electronic means.

4         WATERSORTED’S ROLE

4.1      Watersorted offers the functionality available on the Website from time to time, including an e-commerce multi-vendor marketplace where Sellers can create Listings to promote their goods and services and sell their goods and services, and Buyers can buy goods and services and run RFQs to facilitate purchases.  The services and functionality available to a User differ depending on whether the User has an account, and the subscription plan chosen by that User.

4.2      We are solely a facilitator between Users.  These Terms set out certain requirements relating to how Users deal with each other via Watersorted, some of which affect the agreements to buy and sell goods and services between each other.  However, those buy-sell arrangements, once formed between Users, are separate Customer Agreements between the relevant Users, and are not part of these Terms.

4.3      We are not a party to any agreement or transaction between any Users to purchase, use, sell or provide any goods or services, whether described in a Listing, an Advertisement, any RFQ communications, or otherwise.  We are not an auctioneer or broker.  When a User purchases goods and/or services, they are entering into a Customer Agreement directly with the relevant Seller, regardless of whether payment is made through Watersorted.

4.4      Any interaction between you and another User, including any agreement entered into between you and another User, and any supply (or failure to supply) goods or services, is a matter directly between you and them only.  Other than our obligations set out in these Terms, we are not liable to you for any failure by any User to comply with these Terms or any other legal obligation.

4.5      We do not undertake to monitor or verify Sellers or Advertisers, or their goods or services.  We do not verify the accuracy of their Listings or Advertisements, or the quality or suitability of their goods or services.

5         OUR PROVISION OF WATERSORTED

5.1      We will use reasonable efforts to provide Watersorted in accordance with these Terms and New Zealand law.

5.2      Our provision of Watersorted and related products and services to you is non-exclusive.  Nothing in these Terms prevents us from providing Watersorted, or any functionality available via Watersorted, to any other person.

5.3      Subject to clause 5.4, we will use reasonable efforts to ensure the Website is available on a 24/7 basis.  However, it is possible that on occasion the Website may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.

5.4      Through the use of web services and APIs, Watersorted and the Website may interact with a range of third party service features, including the 3rd Party Payment Provider.  We do not make any warranty or representation on the availability or performance of those features.  Without limiting the previous sentence, if:

a          a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you.  To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation; and

b          you use a third party service feature, your use is subject to you agreeing to the third party’s applicable terms of use for that feature.

5.5      Without limiting clause 2, at any time, we may change, remove or add to the features and functionality of Watersorted and the Website. To the maximum extent permitted by law, your sole and exclusive remedy (or the sole and exclusive remedy of the organisation you represent, if you are an Account Member) against us for any change, removal or addition is to terminate these Terms and your access and use of Watersorted under clause 22.1 or 22.2.

6         JOINING WATERSORTED AS A USER

6.1      You do not have to be a registered User by creating an account with us to:

a          browse Watersorted or the Website;

b          purchase goods or services via Watersorted; or

6.2      You will need to become a registered User before you can, as a Seller or on behalf of a Seller, offer and sell goods or services and/or respond to RFQs via Watersorted.

6.3      We are under no obligation to accept an application to become a User of any kind, even if you have previously been a User and have terminated your own membership for any reason and later decide to re-apply to become a User.

6.4      To become a registered User, you must click to accept these Terms when creating an account.  You agree to provide all information we require in a form that is satisfactory to us, and provide any confirmations or make any declarations that we require. If you do not receive confirmation that you have been registered as a User after submitting any information required, please contact us.  If we notify you that you have not been accepted as a registered User, you must not try to create a new account as a means of circumventing our decision.

6.5      Before you can access certain functionality on Watersorted as a Seller or an Account Member for a Seller, , you may need to complete a verification process required by the 3rd Party Payment Provider.  

6.6      If you are registered as a Seller, you become a member of a group of Sellers in relation to the goods and/or services you are permitted to list on Watersorted in accordance with these Terms.  We reserve the right to limit the nature and amount of goods and/or services you make available via Watersorted.

6.7      Your use of Watersorted is on a non-exclusive basis.  You acknowledge and agree that other parties, including your competitors, may also use Watersorted, including creating a Listing, advertising on Watersorted and any other digital platform operated by us, offering their goods and services for sale, and responding to RFQs.

6.8       We may allow Buyers and Sellers to designate an individual User as an administrator with control over an organisation User’s account, including the right to manage individual Users connected to that organisation (i.e. Account Members, including the administrator themself) and that Buyer’s or Seller’s Content.  The relevant Buyer or Seller is fully responsible for its Account Members, including its choice of administrators and any actions they take.  Any breach of these Terms by an organisation’s Account Member will be deemed a breach of these Terms by the organisation User itself.  When dealing with any person representing or purporting to represent a Buyer or Seller in relation to Watersorted, we, and each User, may rely on the directions, actions and statements of any person we or the relevant User reasonably believe to be an administrator with control over a Buyer’s or Seller’s account, or otherwise reasonably believe to be an Account Member with authority to represent that organisation, without any obligation to enquire into that person’s authority.

6.9       You acknowledge that if you are an Account Member accessing or using Watersorted in connection with an organisation that has a separate account:

a          the administrator controlling that organisation’s account may be able to (i) access, disclose, restrict or remove your Content and/or your access to that organisation’s Content; (ii) access and disclose information about your account and activity on Watersorted and the Website; and (iii) restrict or terminate your access to Watersorted functionality or to the organisation’s account;

b          if the organisation with whom you are connected terminates these Terms (as between us and that organisation), and cancels its account, your account will be terminated on the same date;

c          certain rights and obligations under these Terms in connection with your account, or the Buyer’s or Seller’s account, may only be exercised or performed by the administrator controlling that Buyer’s or Seller’s account. E.g. terminating the Buyer’s or Seller’s account, changing the relevant subscription plan, or paying the relevant Fees. We may also provide any notifications to you for the purposes of these Terms or the Privacy Policy by sending notices to the account we believe to be the relevant organisation’s administrator; and

d          we may share any communications and information received or obtained from you with representatives of the organisation with whom you are connected.

6.10    Any references to you or similar words in these Terms and (if applicable) the Privacy Policy will be construed, and amended, as necessary to give effect to clauses 6.8 and 6.9.

7         USE OF WATERSORTED

7.1      You must use Watersorted in accordance with these Terms solely for:

a          your own personal or internal business purposes, or (where you are an Account Member) the internal business purposes of the organisation to whom your account is connected, including:

i           if you are using Watersorted as, or on behalf of, a Seller, hosting Listings and Advertisements (as applicable) to market the Seller’s products and services; or

ii          if you are not using Watersorted as, or on behalf of, a Seller, your personal or your (or the relevant organisation’s) internal business purposes, including finding products and services for personal or business use and finding and connecting with Sellers; and

b          lawful purposes (including complying with the Unsolicited Electronic Messaging Act 2007).

7.2      You must not resell or make available Watersorted to any third party, or otherwise commercially exploit Watersorted.

7.3      You must provide true, current and complete information in your dealings with us (including when setting up an account, when creating and maintaining a Listing, and when purchasing advertising services from us, including creating an Advertisement), and must promptly update that information as required so that the information remains true, current and complete.

7.4      You agree to promptly provide all information and other assistance (including explanations, information and documents) that we reasonably require in connection with your use of Watersorted, including to confirm your compliance with these Terms, the accuracy of your Listings and Advertisements, or the proper calculation of any Administration Fee or Commission.

7.5      You must keep your User ID secure and:

a          not permit any other person to use your User ID, including not disclosing or providing it to any other person; and

b          immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to support@watersorted.com.

7.6      If you are an organisation, your authorised personnel and Account Members require their own username and password to use Watersorted, and must agree to these Terms in their individual capacity, unless otherwise agreed with us.  An administrator of your organisation will be responsible for determining which authorised personnel and Account Members can buy goods or services, and otherwise act on your behalf.  You will take reasonable steps to ensure that your authorised personnel comply with clause 7.5.

7.7      You must obtain our written permission to establish a link to the Website.  If you wish to do so, email your request to support@watersorted.com.

7.8      When accessing and using Watersorted (including to buy, sell or advertise goods or services, and any chat or message function), you must:

a          not impersonate another person or misrepresent authorisation to act on behalf of others or us;

b          not attempt to undermine the security or integrity of the Underlying Systems;

c          not use, or misuse, Watersorted or the Website in any way which may impair the functionality of the Website or Underlying Systems or impair the ability of any other user to use Watersorted or the Website;

d          not attempt to view, access or copy any material or data other than:

                      i.            that which you are authorised to access; and

                     ii.            to the extent necessary for you to use Watersorted or the Website in accordance with these Terms;

e          neither use Watersorted or the Website in a manner, nor transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading;

f           not access or use, or enable or permit a third party application to access or use, Watersorted in a manner intended to circumvent any RFQ response limits or other limitations or restrictions described in these Terms or on the Website, or in a manner intended to avoid incurring Fees; and

g          unless with our agreement, access the Website via standard web browsers and not by any other method.  Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.

7.9      You are responsible for procuring all licences, authorisations and consents required for you to access and use Watersorted, including to use, store and input Content into, and display Content using, the Website, and for you to use the 3rd Party Payment Provider.

7.10   You indemnify us against all Loss we suffer or incur as a direct or indirect result of:

a          any actual or alleged claim by a third party (including any other User) that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading, including in connection with any website represented by a URL embedded or included in any Content;

b          your failure to comply with these Terms, including any failure of an authorised person or Account Member, or any other person who accesses and uses Watersorted or the Website on your behalf, or any person who accesses and uses Watersorted or the Website using your User ID; or

c          any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with a Listing, an Advertisement, or any product or service, or as a result of any other relationship established through Watersorted or the Website, including your use of the 3rd Party Payment Provider and dealings with other Users.

8         SELLER TERMS

8.1      This clause 8 applies to Sellers in addition to the other general rights and obligations under these Terms.

8.2      A profile, Listing, or Advertisement on Watersorted, or responding to an RFQ via Watersorted, is no guarantee of business.

8.3      You must not list, advertise, offer, sell or supply any Prohibited Items on Watersorted.

8.4      To sell your goods and services on Watersorted, you must only be offering and selling goods and services that are owned or supplied by you, or that you have the right to market and sell or supply in New Zealand in accordance with all applicable laws.

8.5      All descriptions and information in a Listing, RFQ response, and all other communications to Buyers or prospective Buyers must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.  Any goods you sell or services you supply must match the goods and services offered in your Listings and RFQ responses.

8.6      You must promptly update any Listings if there are any material changes to your goods, services or business, to the extent those changes materially affect your Listings or other interactions with other Users.

8.7      If applicable, your Listings must disclose the price payable for any goods or services offered in the Listings, and additional charges that will or may apply, and any additional terms and conditions that apply to the goods and services offered.

8.8      All prices stated for goods or services either listed on Watersorted or provided to Users in quotes or RFQ responses in connection with your use of Watersorted must be in New Zealand dollars, exclude all applicable Sales Tax, comply with clause 8.24 if applicable, and be accompanied by a clear and transparent statement that the prices exclude Sales Tax and describing the application and treatment of Sales Tax and all other charges (including shipping).  The Seller is responsible for ensuring that all applicable Sales Tax relating to that Seller’s goods and services is calculated and configured correctly in Watersorted, and applied correctly at the time of purchase and payment.

8.9      If a good or service referred to in a Seller’s Listing becomes unavailable for any reason, the Seller must ensure the Listing is removed, suspended or edited so that it complies with clause 8.5 as soon as practicable.

8.10   Each Seller warrants to us on an ongoing basis that:

a          the information provided to Buyers or prospective Buyers by the Seller or on its behalf relating to its goods or services is current, complete, true and accurate;

b          it has all necessary authority, consents, permissions, licences and rights to sell the relevant goods and/or provide the relevant services, as applicable, and to enter into and perform any Customer Agreement, including all Intellectual Property Rights;

c          in offering its goods and services via Watersorted, and negotiating and agreeing Customer Agreements, it and its Account Members have complied with all applicable laws, including the Commerce Act 1986, the Fair Trading Act 1986, the Consumer Guarantees Act 1993, and the Contract and Commercial Law Act 2017; and

d          a User’s receipt or use of any good or service (including any resulting deliverable) acquired from it in connection with their use of Watersorted (in each case, in accordance with any applicable restrictions on use or possession in the relevant Customer Agreement) will not infringe any Intellectual Property Rights of any person.

8.11   If reasonably required by us, each Seller will:

a          confirm to us in writing that it continues to meet any applicable controls, standards and certifications, and continues to hold all licences, authorisations and consents, required to provide the goods and/or services the subject of any of its Listings, Advertisements and RFQ responses;

b          if it is a Seller who has registered an account with a free subscription plan (who, accordingly, must pay us the Administration Fee in accordance with these Terms) provide us with statements promptly upon our request that contain details of:

i           the amounts payable and/or paid to it by Buyers under or in connection with Customer Agreements in the period we require; and

ii          the Administration Fees invoiced to it by us, and paid by it to us, during that period; and

c          procure that its Account Members do the same.

If we identify any error from our review of that information, we will inform the relevant Seller and that Seller agrees to co-operate with us to remedy the error, including promptly paying on request any shortfall in Fees that would otherwise have been payable to us.

8.12   Each Seller authorises each Buyer to provide us with information relating to any goods or services bought from it, the amount it charges the Buyer, and the amount the Buyer pays, including the form of payment and other payment terms.

8.13   Each Seller who has registered an account with a free subscription plan must contact us as soon as reasonably practicable if it becomes aware of any reason to believe that we have erred in calculating the nature or amount of any Administration Fees payable by it to us. Without limiting our rights under clause 8.11, unless a Seller notifies us of any discrepancies within 60 days after the information first appears on its dashboard, the Seller will be deemed to have accepted the Administration Fee shown and (to the maximum extent permitted by law) to have released us from any liability and/or claim of loss as a result of any error or discrepancy relating to that Administration Fee.

8.14   Where a Buyer has made a request to purchase goods and/or services, and the relevant Seller proposes alternative or additional terms to apply to that order, e.g., revising the delivery date or removing quantities of unavailable goods if applicable, the Buyer may:

a          accept those terms; or

b          reject those terms, in which case the Buyer’s request for the supply of goods or services is revoked.

8.15    When a Seller (including a Seller’s Account Member) accepts a Buyer’s order or a Buyer (including a Buyer’s Account Member) accepts a Seller’s proposed alternative or additional terms, that Buyer and Seller have entered into a binding Customer Agreement, under which the Buyer will purchase from the Seller, and the Seller will provide to the Buyer, the relevant goods or services on the order, offer, or counter-offer terms that were accepted.  The Seller must supply the goods and/or services the subject of the Customer Agreement in accordance with that agreement, and comply with all other applicable terms of that Customer Agreement.

8.16   A Seller’s subscription plan will determine how many RFQ responses may be submitted by it or on its behalf via Watersorted in any month.  For this purpose, an RFQ response includes a response to any type of RFQ (product level, global invited or global open).  A Seller may upgrade its subscription plan to increase the number of RFQ responses available to it each month, but if a Seller updates its subscription plan partway through a month, additional RFQ responses made available to the Seller will be the difference between the maximum available to the Seller in that month under the new subscription plan, and the total number of RFQ responses already made by or on behalf of that Seller in that month (i.e. the RFQ response limit does not reset if you upgrade your subscription plan partway through a month).

8.17   If a Seller participates in any RFQ via Watersorted:

a          it must ensure its RFQ responses include accurate and up-to-date information;

b          it must respond promptly to RFQ communications;

c          a binding Customer Agreement to sell and provide to the relevant User the goods and/or services the subject of an RFQ will arise when its offer or counter offer via an RFQ process is accepted by the User who is (or represents) the prospective Buyer in that RFQ; and

d          RFQ offers and counter-offers must be consistent with these Terms.

8.18   Except as otherwise specified in these Terms, each Seller is responsible for setting its own terms of sale, including refund policies and (except as set out in clauses 10.7 and 10.8) payment terms, in accordance with applicable law.  Without limiting the previous sentence, any refund in connection with the supply by a Seller of goods or services to a Buyer is a matter between the Seller and the Buyer.  

8.19   Each Seller will supply all goods and/or services acquired from it by a Buyer in accordance with:

a          the relevant Customer Agreement;

b          all applicable laws and Good Industry Practice;

c          with due care, skill and diligence; and

d          any applicable legal or regulatory requirement relating to the supply of the goods and/or services.

8.20   A Seller cannot unilaterally change the terms of any pre-existing Customer Agreement relating to a good or service by removing or amending any Listing or Content on Watersorted.

8.21   Without limiting clause 4.3, we are not responsible for ensuring that any User pays for goods or services the subject of a Customer Agreement, or otherwise complies with the relevant Customer Agreement.

8.22   The following terms relating to tax apply to Sellers:

a          You are solely responsible for calculating, and paying, tax on all goods and services relating to supplies made by you in connection with your use of Watersorted.  We are only responsible for providing access to third party payment processing services via Watersorted.  Except as set out in clauses 10.7 and 10.8, Sellers are responsible for setting their own terms of sale, including payment terms.  We do not authorise the charge for any supply by or on behalf of a Seller to a Buyer or instruct the 3rd Party Payment Provider in respect of any supply, nor do we make or authorise the delivery of the supply to the Buyer or directly or indirectly set any terms or conditions under which that supply is made.

b          We take no responsibility for the correct tax rate being applied to any supply made by you in connection with your use of Watersorted.

c          We cannot advise you on how to apply the correct tax rate for any supply.

8.23    If your product is likely to attract customs duty for Buyers in New Zealand, you must ensure that this is clearly explained as part of the product description or policies, including how the duty will be charged, e.g. as a separate charge invoiced directly to the Buyer from the New Zealand Customs Service, or included as part of the shipping service fee.  If you wish to include the charge as part of the shipping service fee, you must ensure that the shipping service plugin that you use is able to manage customs duty for this to apply.

9         ADVERTISING TERMS AND CONDITIONS

9.1      This clause 9 applies to Advertisers, in addition to the other general rights and obligations under these Terms.

9.2      We place advertising on the Website on your behalf subject to the advertising terms and conditions set out in this clause and in accordance with advertising offerings published on the Website.

9.3      An Advertisement on Watersorted is no guarantee of engagement or business.

9.4      You acknowledge and agree that you are responsible for all of your Advertising Material.  Accordingly, you represent and warrant that all of your Advertising Material will:

a          comply with these Terms;

b          comply with any agreements you have entered into with any third parties;

c          comply with all applicable laws; and

d          not conflict with the rights of third parties (including Intellectual Property Rights). 

9.5      Your Advertisement must comply with the Advertising Standards Code issued by the Advertising Standards Authority, Inc. (as may be updated or replaced from time to time) and with every other applicable law, regulation, code and industry standard relating to advertising.  We accept no responsibility for reviewing your Advertising Materials for compliance with this clause.

9.6      You warrant that:

a          all advertised products and services will match the advertised description and be available in the manner, at the price, and for the time period specified in the Advertising Materials; and

b          if your Advertising Materials include any URL, the website located at that URL is controlled and operated by you or on your behalf, is functional and accessible, and operates in compliance with all applicable laws, regulations and relevant industry codes.

9.7      Subject to clauses 9.8 and 14.1, and your compliance with these Terms, we will use reasonable endeavours to publish on Watersorted an Advertisement of the dimensions, in the place, and for the duration, you order via our advertising service, subject to any downtime affecting Watersorted.  Despite any other provision of these Terms, if we fail to comply with this clause 9.7, to the maximum extent permitted by law, our liability to you is limited to a pro rata extension of the period for which your Advertisement will be displayed on Watersorted, and no such failure will affect the Fees payable for the advertising service in accordance with these Terms, where those Fees are based on pay per click.

9.8      We retain complete editorial control over the Website and all other digital platforms operated or controlled by us.  Your Advertisements may require approval from us before they can be displayed.  We may also, at our sole discretion:

a          refuse to publish any Advertising Material at any time for any reason, even after publication;

b          withdraw any Advertising Material at any time for any reason, even after publication;

c          unless otherwise agreed in writing between you and us, position Advertising Material as we see fit;

d          label any Advertising Material as an "advertisement” or similar language, for clarification, and take any other action (including requiring any other conditions) to ensure that it is clear that your Advertising Material is an advertisement; and/or

e          cease offering the advertising service on Watersorted at any time for any reason.

9.9      If you change the Advertising Material once submitted, further approval of that new or amended Advertising Material may be required from us before the new or amended Advertising Material is displayed.

9.10   The Fees for the advertising service are as displayed on the relevant section of the Website or otherwise notified by us to you in writing.  Where the Fees are based on pay per click:

a          those Fees for your Advertisement are solely based on our click measurements (including the click measurements of any third party service provider we use to measure those clicks);

b          the Fees for your Advertisement will be automatically deducted from the credit in your account with the 3rd Party Payment Provider.  You authorise us to instruct the 3rdParty Payment Provider to deduct the Fees for your Advertisement in that manner;

c          a minimum credit balance requirement applies, as notified by us.  You may need to make a payment into your account with the 3rd Party Payment Provider before your campaign starts, to ensure you have sufficient credit in your account;

d          if the funds available in your account with the 3rd Party Payment Provider fall below that minimum balance, you will need to top up to avoid your campaign being suspended or terminated. Payment processing times may mean that there is a delay between your making a payment and our systems recognising your minimum balance has been restored.  Please allow for this.  We are not responsible for any delay of that kind, or the suspension or termination of your campaign as a result of that delay;

e          if your payment is declined for any reason, your advertising campaign will be suspended or terminated; and

f           we may set a maximum limit on the amount of credit you can have in your account with the 3rd Party Payment Provider at any time.  If a maximum limit applies and your account balance reaches that maximum amount, you will be unable to top up until your balance falls below it.

9.11   You may cancel the publication or placement of your Advertisement at any time via Watersorted.    Fees for your Advertisement may continue to accrue during any processing period that applies between the time you cancel the publication or placement of your Advertisement and the date that Advertisement ceases to be displayed on Watersorted.  Cancellation does not affect your obligation to pay any Fees accrued prior to cancellation.

9.12   You must contact us as soon as reasonably practicable if you become aware of any reason to believe that Watersorted has erred in determining or calculating the nature or amount of any advertising Fee payable by you.  Unless you notify us of any discrepancies within 60 days after the information first appears on your dashboard, you will be deemed to have accepted the Fee shown and (to the maximum extent permitted by law) to have released us from any liability and/or claim of loss as a result of any error or discrepancy relating to that Fee.

10      FEES PAYABLE BY SELLERS AND ADVERTISERS TO WATERSORTED AND PAYMENT TERMS

10.1   This clause 10 applies to Sellers and Advertisers, as applicable, in addition to the other general rights and obligations under these Terms.

10.2   You must pay us the Fees, either through the Website using our 3rd Party Payment Provider, or through any other method specifically agreed in writing between you and us in advance (including where we have made another payment method available to you when registering an account or otherwise completing a transaction with us).

10.3   Fees payable by a Seller are calculated by reference to that Seller’s subscription plan with Watersorted.  Fees payable by an Advertiser are calculated by reference to the Advertiser’s chosen campaign.  Details can be found on our Become a Seller page.

10.4   You must pay GST on all Fees.  Please contact us if you believe GST should not apply to your Fees.  We reserve the right to charge GST unless we are satisfied (in our sole discretion) that GST does not apply, or can be zero-rated.

10.5   The Fees must be paid in full without set-off or deduction.  To the maximum extent permitted by applicable law, Fees paid are non-refundable, except where we (at our sole discretion) agree to provide a refund.  To avoid doubt, this does not affect any Advertiser’s right to request that unused credit in its account with the 3rd Party Payment Provider be refunded to it, subject to payment by that Advertiser of all accrued advertising Fees and all other amounts under these Terms.

10.6   The Fees for services to which a Subscription Period applies will be charged in advance of each Subscription Period.  All other Fees are charged as they become due, as set out on the Become a Seller page or otherwise notified by us.

10.7   If you are a Seller with a free subscription plan, we will charge the Administration Fee set out on the Become a Seller page  or otherwise notified by us on each sale you make via Watersorted. You agree not to do anything, or permit anything to be done, that would circumvent your obligation to pay any such Administration Fee.

10.8   If you are a Seller with a free subscription plan, you must ensure payments for all goods and services that you sell via Watersorted, including as a result of any RFQ process, must be made via the 3rd Party Payment Provider through Watersorted.  The Administration Fee will be automatically deducted from all amounts paid to you.  You authorise us to instruct the 3rdParty Payment Provider to deduct the Administration Fee in that manner.

10.9   Administration Fees paid to us are non-refundable unless we agree otherwise in writing (in our sole discretion).  If a Buyer and Seller agree to the refund or reversal of a payment relating to a transaction in respect of which an Administration Fee was paid to us, we are not responsible for making up any shortfall unless we agree otherwise in writing (in our sole discretion).

10.10  Subscription Periods may in the future roll over automatically, but until then, if you are a Seller on a paid plan, you will need to manually renew your subscription, and pay the relevant Fees, at the end of each Subscription Period in order to retain the same RFQ response rights and other benefits that apply under your then-current subscription plan.  If a Seller has signed up for an annual subscription plan, we will send you a reminder with information about the proposed renewal at least 5 days before the end of your then-current Subscription Period. 

10.11  Where you are paying the Fees through the Website using our 3rd Party Payment Provider, you authorise us and/or our 3rd Party Payment Provider at the relevant time to charge your debit/credit card the Fees, and any other outstanding amounts (if applicable) in advance of each Subscription Period, and otherwise as they become due.  You acknowledge that our 3rd Party Payment Provider may have separate terms applicable to processing payments, and you are responsible for reading and accepting those terms.  At the date these Terms were last updated, the 3rd Party Payment Provider’s terms of service and privacy policy are available here;

10.12  If we are unable to collect the Fees and any other outstanding amounts (if applicable) from your debit/credit card for any reason, including where your card has expired or there are insufficient funds, you remain responsible for any uncollected amounts.

10.13  If we have expressly agreed with you in advance that we will invoice you for certain Fees payable by you under these Terms, which you will pay by bank transfer (including by choosing the bank transfer payment gateway when able to do so via Watersorted’s functionality), the following terms apply:

a          we will invoice you for subscription plan Fees, and any other outstanding amounts (if applicable), in advance of each Subscription Period, and otherwise as they become due;

b          you must pay each invoice by the due date specified in that invoice.  Payment must be made electronically in cleared funds, without any deduction, withholding or set-off, to the bank account specified in the invoice; and

c          if any amounts remain outstanding after the due date, we may charge interest on overdue amounts and recover any debt recovery costs and expenses incurred by us, in addition to the full amount outstanding. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if that bank ceases to quote such a rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation, expressed as a percentage) plus 2% per annum.

10.14  Regardless of your chosen payment method, we may suspend or cancel your account or your subscription plan benefits (and those of your Account Members), and/or withdraw your Listing, your Advertisement and/or your RFQ response functionality, without giving you notice if any Fees or other outstanding amounts (if applicable) are overdue.

10.15  We may, by giving affected Users at least 30 days’ notice, increase the Fees from time to time, provided that where we have agreed the Fees for a Subscription Period with a Seller, those increased Fees will only take effect in the new Subscription Period,.  We will notify affected Users of any increase and the effective date of the increase by emailing the User (or the organisation any affected Account Member represents) at the email contact address that the User has most recently supplied to us and/or by posting a notice on the Website.  If a Seller or Advertiser does not wish to pay the increased Fees, it may remove any Advertisements and/or cancel its account or paid subscription plan (as applicable).  If a Seller or Advertiser does not do so before the effective date of the increase, it is deemed to have accepted the increased Fees. Any changes made by a Seller to its account or subscription plan will affect the accounts of its Account Members.

10.16  We may make discounts to the Fees available to you from time to time, at our discretion.  Any discount will be subject to the terms and conditions we impose in relation to the discount.  Unless stated otherwise by us in writing, the following conditions apply to all discounts that we may make available to you:

a          the discount expires on the expiry date notified by us, and cannot be redeemed after that expiry date;

b          the discount can be used only once;

c          the discount may not be resold or transferred;

d          the discount is redeemable only for the services or products stated by us in relation to that discount, and is not redeemable in conjunction with any other voucher, discount, promotion or special offer;

e          we will not replace, re-issue or refund any discount that has been lost or misused, including where another person has used a discount made available to you without your consent; and

f           discounts will not be applied retroactively, and we will not refund any Fees paid where you have not taken advantage of an available discount, unless we otherwise agree in our sole discretion.

10.17  You agree to provide us with any evidence we may reasonably require to verify that you qualify for a discount you have claimed or wish to claim.  If we subsequently identify that you were not eligible for a discount applied to your Fees, you remain responsible for, and must pay promptly on demand, any shortfall between the applicable Fees and the amount you have paid.

11       BUYER TERMS

11.1   The terms in this clause 11 apply to your use of Watersorted, except to the extent you are a Seller or Advertiser selling or advertising goods and/or services through Watersorted, in which case clause 8 (Seller Terms), clause 9 (Advertising Terms and Conditions) and clause 10 (Fees Payable by Sellers and Advertisers to Watersorted and Payment Terms) apply. 

11.2    The terms in this clause 11 apply even if you have not registered an account with Watersorted.

11.3   If you are buying goods and/or services from a Seller, except as expressly agreed otherwise between you and the Seller in writing in advance, you agree to be bound by the Seller’s terms and conditions set out in their relevant Listing, RFQ communications, or as otherwise made available to you.

11.4   You must pay for goods and services you agree to buy via Watersorted in accordance with the relevant Customer Agreement, including on the basis of one or a combination of service rates, fixed pricing, or other context-dependent mechanisms or formulae that are published in the relevant Seller’s Listing or communicated to you or your Account Members (where applicable) via an RFQ or other communication.

11.5   You must not try to circumvent the payment methods set out in these Terms, or facilitate a Seller or any other person to do so.

11.6   We are not responsible for setting the price or terms (including refund policy) on which a Seller will supply goods or services to you, nor are we responsible for:

a          the quality of any goods or services, the availability of those goods or services, the timeliness of their delivery, or the fitness of any goods or services for your purposes;

b          any statements the Seller makes as part of their Content or otherwise; or

c          any comments, reviews, ratings, or other feedback submitted by a User via Watersorted.

11.7   You are responsible for deciding whether a good or service available to you via Watersorted is fit for your intended purposes and for assessing any statements the Seller makes, and any other Content relating to that Seller or their products or services, including comments, reviews and ratings.

11.8   Except as otherwise specified in these Terms, each Seller is responsible for setting its own terms of sale, including refund policies and payment terms.  In particular, any refund in connection with the purchase by you of goods or services from a Seller is a matter between you and the Buyer. 

11.9   When you request the supply of goods or services via Watersorted, you must include (and ensure your Account Members include, where applicable) such details as are available and applicable to the request, including if applicable the number of products you wish to purchase, the requested delivery date, and any other information reasonably required by the Seller.

11.10  Where you (or your Account Member, where applicable) submit an order, or make a request or offer to buy goods and/or services, the Seller is not bound by that order, offer or request until it has accepted it. 

11.11  The Seller may propose alternative or additional terms that will apply if it accepts your request, e.g., revising the delivery date or removing quantities of unavailable goods if applicable.  If the Seller proposes alternative or additional terms, you may:

a          accept those terms, in which case the revised request (with those accepted terms) will be submitted to the Seller for approval; or

b          reject those terms, in which case your request for the supply of goods or services is revoked.

11.12  When the Seller (including a Seller’s Account Member) accepts an order or you (including an Account Member of yours) accepts a Seller’s proposed alternative or additional terms, you have entered into a binding Customer Agreement to purchase from that Seller the relevant goods or services on the order, offer, or counter-offer terms that were accepted.  You must pay for the goods and/or services the subject of the Customer Agreement in accordance with that agreement, and comply with all other applicable terms of that Customer Agreement.

11.13  Each Buyer authorises each Seller to provide us with information relating to any goods and/or services bought by you or on your behalf, the amount the Seller charges, and the amount you pay to the Seller, including the form of payment and other payment terms, where we reasonably require that information in connection with our operation of Watersorted, including to confirm a User’s compliance with these Terms.

11.14  If a Buyer participates in any RFQ via Watersorted:

a          it must only use the RFQ process, and information obtained by it or its Account Members as part of any RFQ communications, in good faith for bona fide purchasing and procurement decisions;

b          without limiting clause 18, it must not (and must procure that its Account Members do not), without the relevant Seller’s permission, disclose the pricing and terms included in any Seller’s response to an RFQ to anyone other than members of the Buyer’s personnel and its professional advisers, who in each case have a need to know for the purpose of evaluating responses to its RFQ;

c          it must include accurate and up-to-date information when preparing an RFQ and responding to communications from participating Sellers (and must ensure that its Account Members do the same);

d          it must respond promptly to RFQ communications (and must ensure that its Account Members do the same);

e          its RFQ must accurately describe the payment method it intends to use with a successful Seller.  For example, not all Sellers are able to take payment via bank transfer in connection with goods and services sold on Watersorted, so if a Buyer wishes to make payment via bank transfer for the goods or services the subject of its RFQ, Sellers need to know upfront whether or not they should respond to the RFQ;

f           it is the Buyer’s responsibility to review each Seller’s response to its RFQ carefully and decide which one to accept;

g          if the Buyer (or its Account Member) accepts a Seller’s offer or counter-offer in an RFQ, the Buyer has entered into a binding Customer Agreement to purchase from that Seller the relevant goods or services on the offer or counter-offer terms that were accepted; and

h          RFQ requests, offers and counter-offers must be consistent with these Terms.

11.15  The following terms relating to tax apply to Buyers:

a          Sellers are responsible for ensuring that all applicable Sales Tax is applied to all goods and services purchased by the Buyer or on its behalf, and in respect of which Sales Tax applies. If a Buyer thinks it has been charged Sales Tax unnecessarily, or it has any other query relating to the Sales Tax applicable to any purchase made by it (or on its behalf) from a Seller, the Buyer must raise that directly with the relevant Seller.

b          Shipping rates are managed by the Seller. If a Buyer needs confirmation as to whether shipping rates include Sales Tax, and/or a detailed breakdown of shipping charges and taxes, the Buyer must contact the Seller directly to request that information.

12       CUSTOMER AGREEMENTS

12.1    Without limiting clauses 8.15, 8.17c, 11.2 and 11.14g, a Customer Agreement is formed when a Buyer and a Seller agree (whether electronically via Watersorted or otherwise) to the terms of purchase through the purchasing, RFQ, or communications functionality on Watersorted.

12.2   To the extent you incur any costs in respect of preparing, negotiating, and/or entering into any Customer Agreement, you will bear those costs yourself.

12.3   You may not agree to any Customer Agreement that is inconsistent with, or that breaches, any provision of these Terms. We acknowledge that we are not a party to, and cannot change, any Customer Agreement whether by amending these Terms or otherwise.  However, that does not limit our rights under these Terms.

12.4    Despite anything to the contrary in these Terms, whether you are a Buyer or a Seller, you acknowledge and agree that Watersorted enables the placing, accepting, tracking and (to the extent described in these Terms) payment of orders for goods and/or services, but does not (unless otherwise notified by us or clearly available via Watersorted) enable the handling of returns.  Returns are the subject of a Customer Agreement and (except to the extent Watersorted facilitates communications between a Buyer requesting a return and the relevant Seller via functionality on Watersorted) must be completed outside of Watersorted.

13       PAYMENTS FOR GOODS AND/OR SERVICES

13.1   Without limiting clause 5.4, and subject to clauses 10.7 and 10.8, Watersorted enables a Buyer to pay for goods and services as a credit or debit card, or bank transfer, transaction (or using any other payment method made available by the 3rdParty Payment Provider or us for this purpose), and a Seller to receive that payment, using the 3rd Party Payment Provider or other authorised process. 

13.2   Unless you are a Seller with a free subscription plan who is responsible for paying us the Administration Fee, a Buyer is  free to decide which payment process they use to buy your goods and services. 

13.3   If you use the 3rd Party Payment Provider as, or on behalf of, a Seller, Advertiser or Buyer, you agree to the following:

a          you are bound by the 3rd Party Payment Provider’s terms of service and privacy policy.  For Stripe, Inc., its terms of service and privacy policy are available here;

b          you must provide accurate payment information to the 3rd Party Payment Provider, including updating the information to keep it current;

c          all payments and/or monetary transactions are handled by the 3rdParty Payment Provider, and not us.  We do not access, store or handle any payment information (including payment card information) provided by you to the 3rd Party Payment Provider;

d          if you are a Buyer:

i           where a Customer Agreement enables a Seller to modify an order or charge on a time and materials basis, that may affect the price.  The amount processed through the 3rdParty Payment Provider will be the modified price if modifications have been made; and

ii          without limiting clause 13.3c, where your payment card details are saved for use via the 3rd Party Payment Provider for orders with a particular Seller, that Seller may be able to process an order that was made outside of Watersorted (e.g. via telephone or email);

e          without limiting clause 16, if the refund or reversal of a payment made via the 3rd Party Payment Provider is agreed between a Buyer and Seller, the Seller is responsible for processing that payment, or otherwise making that payment to the Buyer directly;

f           fees charged by the 3rd Party Payment Provider are non-refundable, unless the 3rdParty Payment Provider agrees otherwise. We are not responsible for making up any shortfall if a refund is processed and the fees charged by the 3rd Party Payment Provider are not refunded to the relevant Seller or Buyer; and

g          despite anything to the contrary in these Terms, to the maximum extent permitted by law, we are not responsible or liable for:

i           any payment and/or monetary transaction made using the 3rdParty Payment Provider;

ii          the 3rd Party Payment Provider’s service, including any processing failure and resulting Loss to you; and/or

iii         confirming any payment made using the 3rd Party Payment Provider.

13.4   In the future, we may enable other payment methods for goods and services.  If this occurs, your use of those methods to make or receive payments will be subject to you agreeing to additional terms and conditions relating to that method (which may be incorporated into these Terms).

14       CONTENT

14.1   We retain complete editorial control over Watersorted, and all other digital platforms operated or controlled by us. Even where we indicate that some Content may not be made publicly available, we reserve the right, at our sole discretion, to do any of the following at any time and for any reason connected to our operation of Watersorted and the Website.  We may use contractors, subcontractors and other service providers to undertake these tasks, in which case, to the maximum extent permitted by law, they will have the same rights that we do under these Terms and the Privacy Policy (where applicable) in relation to any Content.

a          Refuse to publish any Content.

b          Access and review any Content.

c          Moderate, edit, remove or withdraw any Content.

d          Take any other action with respect to any Content, and the User responsible for that Content, that we consider reasonably necessary to maintain the integrity of Watersorted and the Website and/or to enforce these Terms.

14.2   Despite clause 14.1, to the maximum extent permitted by law, we accept no responsibility for monitoring any communications between Users via any chat, message, review or other communication function made available via Watersorted or the Website. 

14.3   You acknowledge and agree that you are responsible for all of your Content.  Accordingly, you represent and warrant that your Content will:

a          comply with these Terms;

b          comply with any agreements you have entered into with any third parties;

c          comply with all applicable laws; and

d          not conflict with the rights of third parties (including Intellectual Property Rights).

14.4   You must have registered an account with us before you can leave reviews, comments, and ratings, etc. on Watersorted or the Website.

14.5   In addition to your other obligations under these Terms, you agree to comply with the following obligations when adding comments, leaving a review on a User’s Listing, rating a User, or otherwise commenting publicly via Watersorted on a User:

a          you must use reasonable endeavours to ensure that those communications are accurate;

b          those communications must be made in good faith;

c          those communications must be written using language appropriate for a publicly accessible online platform; and

d          you must not upload or add any Content that is Objectionable or that infringes the rights of any third party (including Intellectual Property Rights or privacy rights). 

14.6   You must not (and must ensure that your Account Members do not) include viruses, worms or any code of an adverse, destructive or harmful nature in any Content.

14.7   You agree that all communications via Watersorted are, or may be, publicly available unless specifically stated otherwise on the Website, and we may display them on the Website or Watersorted with whatever prominence and in whatever form we choose.  When using Watersorted, it is reasonable to assume that all your Content may be made publicly available, unless we indicate otherwise.  It is your responsibility to govern your use (and your Account Members’ use) of Watersorted accordingly.

14.8   You acknowledge and agree that to enable proper use of Watersorted (including orders, RFQs, and establishing issues related to orders and Customer Agreements), your Content needs to be used in conjunction with other Users’ content, and those other Users will be able to view your Content on Watersorted.  By accessing and using Watersorted, you:

a          agree that other Users may use your Content for the purpose of placing and discussing orders for goods and/or services via Watersorted and for determining the terms of a Customer Agreement.  You grant us the right to make your Content available for the purposes of this clause; and

b          agree that we may retain a copy of your Content (which may be used by us and our contractors, subcontractors and other service providers for the purpose of assisting to verify orders and Customer Agreements, determining compliance with these Terms, our own records, and for general advertising and promotional purposes).

14.9   Title to, and all Intellectual Property Rights in, the Content (as between you and us) remains your property.  You grant us a worldwide, non-exclusive, fully paid up, sub-licenseable, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content, and any other Intellectual Property owned by you, for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms and our Privacy Policy, including for our record-keeping requirements and obligations.

14.10  You may not use our branding or logos or other intellectual property, or our name or the name of Watersorted, except as permitted by these Terms or otherwise with our prior written consent (which, to avoid doubt, we may withhold, or give subject to conditions, at our sole discretion).

14.11  Without limiting clause 14.9, you acknowledge that we may use Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).

14.12  You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.

14.13  While we will use reasonable endeavours to back up all Content, you must keep separate and regular back-up copies of all Content that you upload onto Watersorted or the Website, and that you otherwise make available to us in connection with these Terms.

15      AFFILIATE PROGRAM TERMS AND CONDITIONS

15.1   These terms apply to prospective Affiliates and Affiliates, in addition to the other general rights and obligations under these Terms.

15.2   We allow Affiliates to earn Commissions by referring customers to Watersorted through the use of a unique code for prospective users to use when they create an account with Watersorted and buy a subscription plan.  Referrals will be counted when a Referred Customer completes an Eligible Purchase.  

15.3   If there is any dispute relating to our affiliate program (for example, whether or not a User is a Referred Customer, whether or not a Referred Customer has completed an Eligible Purchase, and/or conflicts between different referral codes), to the fullest extent permitted by law, we will determine the dispute in our sole discretion.

15.4   By applying to become an Affiliate, the relevant User confirms that it has read these Terms, and in particular this clause 15, and agrees to be bound by them.

15.5   We may terminate the affiliate program at any time.  We may also terminate an Affiliate’s participation in the affiliate program at any time if we consider (in our sole discretion) that the Affiliate has breached any of these Terms.

15.6   We reserve the right to approve or deny any application by a User to become an Affiliate in our sole discretion.

15.7   The following definitions apply in this clause 15:

a          Commission means the amount an Affiliate will be paid for each Eligible Purchase made by a Referred Customer that the Affiliate refers to us, in accordance with these Terms.  Except as set out in clause 15.25, in respect of each Eligible Purchase made by an Affiliate’s Referred Customer, the Commission rate is as displayed on the Website at the time the relevant Eligible Purchase is made, or as otherwise notified in writing by us to the relevant Affiliate.

b          Eligible Purchase means a sale of a priced subscription plan on which a Commission is payable, made by us to a Referred Customer who provides valid information in accordance with these Terms and includes an Affiliate’s referral code during the sign-up process, and in respect of which no credit card chargeback request is submitted.  Affiliate codes will not be applied retroactively to any purchase.

c          Referred Customer means each new and unique customer who is referred to us by an Affiliate, and who completes an Eligible Purchase. 

15.8   An Affiliate may not be its own Referred Customer, and must not create multiple accounts for the purposes of circumventing any restrictions or conditions applicable to the affiliate program and Commissions set out in these Terms or otherwise notified by us.

15.9   An Affiliate must not purchase search engine or other pay per clickkeywords or domain names that use our name, the word Watersorted or our trade marks, and/or any variations and misspellings of any such words.

15.10  A User (including any prospective or actual Affiliate) must not do anything that has the purpose or effect of undermining or circumventing the terms of the affiliate program as set out in these Terms or otherwise notified by us.

15.11  Each Affiliate must:

a          comply with any reasonable written instructions from us;

b          comply with applicable laws, regulations and guidelines concerning advertising and marketing, including all applicable privacy and data security laws;

c          disclose in a prominent place on its website or other owned or controlled environment or communication next to any Affiliate code the fact that it receives compensation for Referred Customers; and

d          not act in a misleading or deceptive way when taking any act or omission in connection with their role as an Affiliate. Without limiting the previous sentence, Affiliates must not make any statements or representations about the quality of Watersorted’s services, functionality or potential benefits that are not already publicly displayed on the Website.

15.12  No Affiliate has the right to bind us, or create any obligations on our behalf or in our name, with respect to any person.  Except where we agree an Affiliate may describe itself as a Watersorted Affiliate or similar, Affiliates must not imply that they are Watersorted or us, or that they represent Watersorted or us, or work with or are otherwise associated with Watersorted or us, in any way.

15.13  We may require you to seek our prior acceptance to any channels on which you intend to display your Affiliate codes or participation in our affiliate program. Acceptance of channels is at our discretion.

15.14  Each Affiliate authorises each Referred Customer and its Account Members to provide us with any information we reasonably require to understand the Affiliate’s activities as part of the affiliate program and its interactions with prospective Referred Customers, to maintain the integrity of Watersorted, the Website and the affiliate program, to enforce these Terms, to resolve any dispute, and to determine and pay any Commission.

15.15  We grant each Affiliate a non-exclusive, non-transferable licence for the duration of the Affiliate’s participation in our affiliate program (unless withdrawn earlier by us in accordance with this clause) to use our name, logo and design, and any trade mark (together, Brands) in New Zealand in order to place affiliate codes on approved channels in accordance with these Terms.  We may add or remove a Brand from the scope of this licence at any time by notice to the Affiliate.  On receipt of that notice, the definition of Brands in these Terms is deemed to be amended in accordance with that notice.  Each Affiliate must use the Brands only in accordance with any usage and marketing guidelines we provide from time to time.  All goodwill generated through an Affiliate’s use of the Brands accrues to our benefit.  We may withdraw an Affiliate’s rights under this clause at any time by written notice to the Affiliate, at our sole discretion.

15.16  Subject to the remainder of this clause 15, we will pay Commission earned by an Affiliate in accordance with these Terms as soon as reasonably practicable after the Referred Customer has paid in full for an Eligible Purchase, and we are satisfied that no chargeback applies.

15.17  We may introduce a Commission threshold (being an amount of Commission an Affiliate must accumulate before we will pay the Commission to an Affiliate’s bank account).

15.18  We may change the Commission rate at any time by notice to affected Affiliates and/or by updating the Website. 

15.19  Commission rates are based on the price paid to us by the Referred Customer for the Eligible Purchase, including Sales Tax.  Each Affiliate is responsible for its own Sales Tax obligations under applicable law.

15.20  While we accept no obligation to an Affiliate to calculate and withhold any taxes in connection with any Commission, we reserve the right to withhold all taxes we are required to withhold under applicable law from any payment we make to an Affiliate.

15.21  If we repay or credit any money to a Referred Customer for an Eligible Purchase or we otherwise determine (acting reasonably and in good faith) that a Commission has been paid to an Affiliate in error, the relevant Affiliate must, on demand by us, promptly repay any Commission paid by us to the Affiliate relating to that Eligible Purchase.  We may set off against any future Commission payment any amount that becomes repayable by an Affiliate under this clause.

15.22  Each Affiliate is solely responsible for ensuring that we have the correct contact and payment details, and bank account information, for that Affiliate. We are not responsible for any Commissions not received by an Affiliate as a result of the Affiliate not complying with this clause.

15.23  An Affiliate must contact us as soon as reasonably practicable if it becomes aware of any reason to believe that Watersorted has erred in calculating the nature or amount of any Commission.  Unless the Affiliate notifies us of any discrepancies within 60 days after the information first appears on the Affiliate’s dashboard, the Affiliate will be deemed to have accepted the Commission shown and (to the maximum extent permitted by law) to have released us from any liability and/or claim of loss as a result of any error or discrepancy relating to that Commission.

15.24  If we experience subscription plan cancellation rates higher than what we consider to be ordinary, and/or if we suspect possible fraud, in respect of any Referred Customers, we may withhold the payment of any Commissions to the Affiliate we believe to be associated with those Referred Customers for a period we consider reasonable.

15.25  The relationship between an Affiliate and us is one of an independent contractor. 

15.26  To the maximum extent permitted by law, no compensation is payable by us to an Affiliate in connection with the termination or suspension of the operation of the affiliate program as a whole, or the termination or suspension by us of an Affiliate’s participation in the affiliate program.

15.27  Without limiting our other rights under these Terms and applicable law, we may terminate any Affiliate’s participation in the affiliate program if we believe (in our sole discretion) that an Affiliate has breached these Terms or acted fraudulently.  We may also reverse or require the Affiliate to repay (if applicable), or cancel, any Commission paid or to be paid, if we suspect the Commission is associated with a fraudulent transaction or fraudulent activity.  Any Affiliate whose participation in the affiliate program is terminated by us in accordance with these Terms will forfeit any right to any Commission, whether or not accrued but not yet received, at the effective date of termination.

15.28  Each Affiliate agrees to indemnify us against any and all Loss that we may incur in connection with any claims by a third party arising out of or connected to (i) the Affiliate’s participation in the affiliate program; (ii) the Affiliate’s website or promotional content; (iii) the Affiliate’s breach of these Terms; or (iv) the Affiliate’s breach or alleged breach of any law or third party rights, including Intellectual Property rights or privacy rights.

15.29  In addition to clauses 20 and 21, we give no representations or warranties to any prospective or actual Affiliate in relation to Commissions, or any other benefit, an Affiliate may obtain by participating in our affiliate program.  Affiliates participate in our affiliate program at their own risk.  If, despite the previous sentences and the remaining provisions of these Terms, we are liable to any Affiliate in connection with the Affiliate’s participation in our affiliate program, our maximum aggregate liability to that Affiliate will be limited to the amount of any Commissions that the Affiliate has earned in accordance with these Terms and that remain unpaid.

16       USER DISPUTES

16.1   If you have a dispute with another User, whether relating to any good, service, Customer Agreement, RFQ, invoice, payment, performance, or otherwise, you must resolve that dispute with the other User directly.  We are not responsible for the behaviour of any User, whether relating to the performance by a User of its obligations under a Customer Agreement or these Terms, or otherwise.

16.2   If a User raises with us an issue relating to another User, we will refer the matter to the relevant other User, including sharing the details of the dispute.  Each User agrees that we may do so.  The Users involved in the dispute will be responsible for resolving that issue between themselves. 

16.3   Without limiting our rights under these Terms, we will only get involved in any dispute between Users if we decide to.  We accept no responsibility to resolve, or otherwise engage in, any User Dispute unless we choose to involve ourselves, or unless (and only to the extent that) one of the parties to the dispute claims that we have breached our own obligations under these Terms or applicable law.

16.4   You authorise us to provide your contact details to any other User involved in a User Dispute, to enable you and the other User to discuss and attempt to resolve that dispute (even if that other User has not advised you of the dispute).

16.5   If you cannot resolve the User Dispute directly, you are responsible for taking any legal action as you consider appropriate against the relevant User to resolve that User Dispute and without reference to us.

16.6   Without limiting the remainder of this clause, except for the provision of dispute and contact details under clauses 16.2 and 16.4, to the maximum extent permitted by law, we accept no obligation to supply any information, express any view, provide any assistance, or otherwise be involved, in a User Dispute.

17       OUR INTELLECTUAL PROPERTY

17.1   Other than your Content, we (and our licensors) own all proprietary and Intellectual Property Rights in Watersorted, the Website, and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trade marks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.

17.2   Sellers and Advertisers, as applicable, (and their licensors) own all intellectual property rights in their Listings, their Advertising Material, and their products and services.

17.3   If you provide us with ideas, comments or suggestions relating to Watersorted, the Website or the Underlying Systems (together feedback):

a          all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

b          we may use or disclose the feedback for any purpose.

18       CONFIDENTIALITY

18.1   You may only use information made available to you through Watersorted or otherwise in connection with these Terms (whether relating to us or any other User, and including RFQ negotiations and terms, and pricing and service level information) for the purposes of purchasing and/or using as a Buyer, or advertising and supplying as a Seller, goods or services. You must treat as confidential all information of that kind that is made available to you through Watersorted or otherwise in connection with these Terms that is not already publicly available or independently known to you.

18.2   If we provide you with information about another User, you agree that you will use the information only for the purpose it is provided to you.  You may not disclose, sell or distribute a User’s information to a third party without that User’s permission for purposes unrelated to a Customer Agreement or similar transaction reasonably contemplated by these Terms.

18.3   This clause18 does not prevent a party to these Terms from disclosing information:

a          which is publicly available through no fault of the recipient of the Confidential Information or its personnel or Account Members;

b          that is required or permitted for the valid exercise of its rights and performance of its obligations under these Terms and/or any Customer Agreement in accordance with these Terms and (if applicable) the relevant Customer Agreement;

c          by a party if required as part of a bona fide financing of its business, or sale of its business (assets or shares, whether in whole or in part) by or to a third party, provided that the disclosing person enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 18;

d          where that disclosure is required by law, or that the recipient needs to disclose to Ministers of the Crown or Parliament (including any committee or office of Parliament);

e          which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

f           as expressly allowed by these Terms, or in respect of a Buyer and Seller who are party to a Customer Agreement, as expressly allowed under that Customer Agreement.

19      PRIVACY

19.1   You are not required to provide personal information to us, although in some cases if you choose not to do so then we may not be able to make certain services or functions of Watersorted available to you.

19.2   When you provide personal information to us, we will comply with the New Zealand Privacy Act 2020 and with our Privacy Policy.

19.3   Each User agrees that it will, and will ensure that its personnel and Account Members, only collect, use and disclose personal information made available to it in connection with its use of Watersorted and the Website in accordance with all applicable privacy laws and its own privacy policies or statements (to the extent not incompatible with applicable privacy laws).

20      DISCLAIMERS

20.1   To the maximum extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:

a          Watersorted or the Website being unavailable (in whole or in part) or performing slowly;

b          the failure of any User to comply with these Terms or a Customer Agreement;

c          any Content;

d          any goods or services advertised by, or bought or sold from, a Seller through Watersorted, including any failure to receive any good or service, any discrepancy between the description of the relevant goods or services and the actual goods or services received, the accuracy or truthfulness of any Listings, Advertisements or RFQ communications, any guarantee, representation or undertaking a Seller made about its goods or services (including any warranties implied by law), or the failure or otherwise of a good or service to meet your expectations);

e          any User Dispute;

f           any error in, or omission from, any information made available through Watersorted or the Website;

g          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.  To avoid doubt, you are responsible for ensuring the process by which you access and use the Website protects you from this; and

h          any site linked from Watersorted or the Website.  Any link on Watersorted or the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites, or their products or services, contents, operations, or operators.

20.2   All Listings, orders, Advertisements, arrangements and agreements to purchase, sell, use or provide a good (including samples) or service, participation in any affiliate program, and any communication as contemplated by these Terms, through Watersorted or the Website, including any use of the 3rdParty Payment Provider, are carried out entirely at your own risk.  To the fullest extent permitted by applicable law, we exclude all liability for any Loss arising out of or in any way connected with your dealings with other Users, User Disputes, orders, Customer Agreements, Listings, Advertisements, RFQs, any Content, any communication as contemplated under these Terms, and/or any participation by you in our affiliate program.

20.3   Where legislation or rule of law implies into these Terms a condition, guarantee or warranty that cannot be excluded or modified by contract, the condition, guarantee or warranty is deemed to be included in these Terms.  However, our liability for any breach of that condition, guarantee or warranty is limited, at our option, to:

a          supplying the relevant good or service again; and/or

b          paying the costs of having the good or service supplied again.

20.4   Without limiting clauses 20.1 and 20.2:

a          you access and use the Website, and rely on information provided by Users, at your own risk;

b          you acknowledge that, while a User may be required to complete a 3rd Party Payment Provider verification process, and we may do manual checks of any User at our sole discretion, we do not control, inspect, endorse, approve or check the availability, condition or nature of any good or service made available by a Seller, or the accuracy, currency, truth or completeness of the information provided by Users, and it is your responsibility to do so.  Without limiting the previous sentence, we do not endorse, approve, or recommend, or have responsibility for, any good or service made available via Watersorted, or any Listing or Advertisement.  Any "tick” or similar icon next to any User’s profile or Listing on Watersorted indicates only that the User completed the 3rd Party Payment Provider’s verification process at the time that process was first required;

c          you acknowledge that we do not undertake any credit or similar check on Users and you are responsible for assessing another User’s suitability, reputation, and credit-worthiness before you deal with them on Watersorted.  Without limiting the previous sentence, we do not endorse, approve, or recommend, or have responsibility for, any User; and

d          it is your responsibility to take any other necessary precautions before placing, or agreeing to, an order or Customer Agreement, initiating or responding to an RFQ or entering into an arrangement or agreement to purchase or use a Seller’s goods or services or to sell or provide any goods and services to a Buyer.

20.5   Watersorted is intended for use in New Zealand.  We make no representation or warranty that Watersorted is appropriate or available for use in all countries, that the content of Watersorted satisfies the laws of all countries, or that your purchase or use of any goods or services acquired in connection with your use of Watersorted is legal or appropriate in all countries.  You are responsible for ensuring that your access to, and use of, Watersorted and your purchase, importation and use of any goods or services is not illegal or prohibited, and for your own compliance with applicable local laws.

21       LIABILITY

21.1   To the maximumextent permitted by law:

a          you access and use Watersortedat your own risk and all other conditions, guarantees or warranties not expressly set out in these Terms (whether expressed or implied by statute or otherwise, and including any warranty of merchantability or fitness for purpose) are expressly excluded;

b          we make no representation concerning the quality of the goods and services made available to you via Watersorted;

c          we do not promise that Watersorted, or your Advertisement or Listing, will generate any traffic to your website or any sales or other form of business for you; and

d          we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with Watersorted or the Website, or your access and use of (or inability to access or use) Watersorted or the Website.  This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

21.2    If you are accessing and using Watersorted for the purpose of trade, you and we agree that:

a          to the maximum extent permitted by law, no consumer protection laws (including the New Zealand Consumer Guarantees Act 1993) apply to your access and use of Watersorted or these Terms; and

b          it is fair and reasonable that the parties are bound by these Terms, including this clause 21.2.

21.3    Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded.  To the extent our liability cannot be excluded but can be limited, and subject always to clause 20.3, our liability will be limited to $500.

21.4    We will not be liable to you under or in connection with these Terms, Watersorted or the Website, or your access and use of (or inability to access or use) Watersorted or the Website, for any:

a          loss of profit, revenue, savings, business, use, data (including Content), opportunity and/or goodwill; or

b          consequential, indirect, incidental or special damage or loss of any kind.

21.5   To the maximum extent permitted by law and only to the extent clauses 21.1, 21.2 and 21.3 of these Terms do not apply to, or do not limit or exclude, any liability, but subject always to clause 21.4, our total aggregate liability to you:

a          if you are a Seller or Advertiser, in connection with claims relating to any Listing or Advertisement, or other product or service for which you have paid a Fee, must not exceed the price paid by you for that Listing, Advertisement, product or service;

b          if you are an Affiliate, in connection with claims relating to your participation in our affiliate program, must not exceed the limit set out in clause 15.30; and

c          for all other claims under or in connection with these Terms or Watersorted or the Website, or your access and use of (or inability to access or use) Watersorted or the Website (including liability under clause 21.3) will not exceed the Fees paid by you in the 12-month period preceding the first event to give rise to liability.

Our liability under this clause 21.5 is subject to you taking reasonable steps to mitigate your Loss.

21.6   Clauses21.1 to 21.5 do not apply to limit:

a          ourliability under or in connection with these Terms for personal injury or death, or for fraud or wilful misconduct; or

b          anyliability that cannot be excluded by law.

22       SUSPENSION AND TERMINATION

22.1   Subject to clause 22.3 and without limiting the right of a User who has not created an account with us to stop using Watersorted and the Website at any time without notice, unless terminated in accordance with these Terms, these Terms and your right to access and use Watersorted in accordance with your chosen subscription plan (if applicable) continues until we or you give 30 days’ notice that these Terms, and your access to and use of Watersorted on those terms, will terminate on the expiry of that notice, provided that if you are a Seller who has chosen and paid for a Subscription Period, the effective date of any termination notice submitted by you or us under this clause will be the end of the then-current Subscription Period. 

22.2   Subject to clause 22.3, you may cancel your subscription plan (if applicable) and in any event your access to and use of Watersorted at any time by closing your account with Watersorted. If you do this, these Terms and your right to access and use Watersorted using the features and tools associated with your membership plan will terminate immediately (subject to clause 22.12).  

22.3   If you try to cancel your account or otherwise terminate these Terms but you (or the organisation you represent, if you are an Account Member) have a payment for any Fees or other amounts payable to us under these Terms declined or overdue, you (or your organisation) will need to pay your overdue balance before that cancellation or termination is effective.

22.4   If these Terms, and your right to access and use Watersorted in accordance with your chosen subscription plan, are terminated under this clause, we will close your account (and the accounts of any of your Account Members) on the effective date of termination.

22.5   Without limiting any other right or remedy available, we may restrict or suspend your access to Watersorted, remove Listings, Advertising Material and/or any other Content, and remove you from our affiliate program (if applicable) if we consider you have, or anyone acting on your behalf (including an Account Member) has:

a          undermined, or attempted to undermine, the security or integrity of Watersorted, the Website, or any Underlying Systems;

b          used, or attempted to use, Watersorted or the Website for improper purposes (including failure to comply with the Unsolicited Electronic Messaging Act 2007 or otherwise using any communication method offered via the Website to send junk mail, spam or offensive messages);

c          used, or attempted to use, Watersorted or the Website in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Website;

d          transmitted or stored any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading;

e          failed to pay to us any amount when due in accordance with these Terms; or

f           otherwise breached these Terms.

22.6   We may also terminate your access to and use of Watersorted if we believe (acting reasonably) that financial, performance or security issues caused by, or affecting, you (or the organisation you represent, if you are an Account Member) mean that your continued membership of Watersorted, and listing, is not appropriate.  In relation to termination under this clause, where reasonably practicable we will use reasonable endeavours to remedy the relevant issues with you (or your organisation) before terminating your access to and use of Watersorted.

22.7   Subject to the terms of the relevant Customer Agreement, withdrawal, suspension, cancellation or termination of a User’s access to Watersorted will not affect the validity of any Customer Agreement between the affected User and any other person, and will not affect any User’s rights or obligations under any such agreement.  Subject to the terms of the relevant Customer Agreement, you must fulfil your obligations under any Customer Agreement entered into prior to the date of termination, cancellation or suspension, and these Terms continue to apply to that Customer Agreement.

22.8   Despite any other provision of these Terms, we may also terminate your access to and use of Watersorted on reasonable written notice to you, if we decide to cease operating Watersorted, or if we decide to release a new version of Watersorted under different terms.

22.9   Termination or cancellation in accordance with these Terms does not affect any party’s rights and obligations that accrued before that termination or cancellation. To avoid doubt, cancellation of any account is without prejudice to your obligations to pay any Fees or other amounts under these Terms up to the effective date of termination or cancellation.

22.10  To the maximum extent permitted by law, no compensation is payable by us to you as a result of termination of these Terms or termination or suspension of your access to Watersorted, for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.

22.11  On suspension or termination of your access to Watersorted, you must immediately cease using Watersorted and must not attempt to gain further access (except, in the case of a suspension, if and when we lift the suspension).

22.12  Clauses which, by their nature, are intended to survive termination of your right to access and use Watersorted, including the relevant provisions of clauses 4, 5, 6.8, 6.9, 7.4, 7.10, 8, and 10 through 23, will continue to apply after that termination.

23       GENERAL

23.1   If we need to contact you, we may do so by email or by posting a notice on the Website, provided that if you are an Account Member, instead of emailing you, we may email the relevant organisation User to whom your account is connected.  You agree that this satisfies all legal requirements in relation to written communications.

23.2   We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.

23.3    You agree that any of our related companies, contractors, subcontractors and service providers may exercise our rights, powers and/or benefits under these Terms on our behalf including, to avoid doubt, invoicing and collecting payment from you of all applicable Fees and other amounts.  To avoid doubt, no consent from any such person is required for these Terms to be changed or terminated.  In these terms, a related company has the meaning given in the New Zealand Companies Act 1993 (read as if the word "company” in that section includes a body corporate anywhere in the world).

23.4   The provisions of these Terms that confer, or purport to confer, a benefit on a person other than you and us, including those provisions relating to when a Customer Agreement is formed and binding, Users’ obligations when initiating or responding to RFQs, confidentiality, and provisions allowing other Users to use your Content, are intended to confer a benefit on, and to be enforceable by, each other relevant User.

23.5   Subject to clause 23.4 no person other than you and us has any right to a benefit under, or to enforce, these Terms.

23.6   All notices and communications by you to us under or in connection with these Terms must be in writing and be sent by email to the email address set out below (or at such other address as we may notify to you from time to time).  A notice sent by email will not be validly given if, within 24 hours after the email is sent, a return email is received by the sender stating that the addressee’s email address is wrong or that the message cannot be delivered.

Email address:                support@watersorted.com

23.7    These Terms, and any dispute relating to these Terms or Watersorted or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or Watersorted.

23.8   We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.

23.9   You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. 

23.10  Except as otherwise expressly permitted under these Terms, including under clauses 2.1, 10.14 and 15.18, any variation to these Terms must be in writing and agreed by us and you (provided that, to avoid doubt, "you” for the purpose of this clause means any organisation User to whom an Account Member’s account is connected, to the exclusion of the Account Member themselves).

23.11  For us to waive a right under these Terms, that waiver must be in writing and signed by us.

23.12  If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

23.13  Nothing expressed or implied in these Terms will be deemed to constitute either you or us as a partner, agent or joint venturer of the other.

23.14  These Terms and the Privacy Policy set out everything relating to your access and use of Watersorted and the Website, and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms.  The parties have not relied on any representation, warranty or agreement relating to Watersorted or the Website that is not expressly set out in these Terms or the Privacy Policy, and to the extent permitted by law, no such representation, warranty or agreement has any effect from the date you agree to these Terms. 

 

 

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