Accepting These Terms
Any User (as defined below) must agree to the following terms (“Agreement”) ahead of receiving any Services from Storbie or engaging with Storbie in any way. “Storbie”, “we”, “our” or “us” means Storbie Limited of Wellington, New Zealand. In these terms, “you” means you. However, if you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that company or entity to this Agreement, in which case references to “you” are references to that company or entity. If you do not agree to the terms of this Agreement, or do not have the authority mentioned above, you are not permitted to be a User of any type (as defined below) or otherwise engage with Storbie and/or the Service supplied by Storbie.
A User is any of the following:
You are an Anonymous User if you are browsing a Storbie Website or Storbie Customer Website without logging in with a Storbie Login.
You are an Authenticated User if you are browsing a Storbie Website or Storbie Customer Website after logging in with a Storbie Login.
Someone who has back-office administrator access to a Storbie Customer Website through a Storbie Login.
Storbie Customer Shopper
Anyone who accesses a Storbie Customer Website who does not have back-office administrator access.
Storbie Customer Website Owner
The person who is configured as the owner of a Storbie Customer Website. Unless specified otherwise, this is likely to be the person who initially created the website.
A 3rd party organisation that supports Storbie Customers with their Storbie Customer Website, such as:
- Building, selling or marketing Storbie Customer Websites to Storbie Customers
- Supporting or integrating with Storbie Customer Websites
- Selling, supplying or marketing products and/or service metadata and other content for display on Storbie Customer Websites
- Fulfilling purchases on behalf of Storbie Customer Websites
Storbie Customer Website
A website hosted by Storbie that represents a Storbie Customer business, such as:
Storbie Shop Website
A type of Storbie Customer Website which displays products, services and other information and optionally offers those products or services for sale over the internet. This includes Storbie Aggregation Website Listings which are mini Storbie Customer Websites that are sometimes created by Storbie Aggregation Websites.
Storbie Aggregation Website
A type of Storbie Customer Website, such as an online marketplace, which aggregates products and other information from multiple Storbie Customer Websites into a unified experience.
Storbie Supplier Website
A type of Storbie Customer Website which supplies product metadata and other content to Storbie Shop Websites and sometimes fulfils orders on behalf of those shops.
Services means all services provided by Storbie to Users from time to time, including but not limited to the services provided by Storbie to grant you the right to access and use a Storbie Website or Storbie Customer Website or the right to be a User.
Storbie IP means all rights, title and interest, including intellectual property rights (for example, copyright, patents, trademarks and designs, whether registered or not) on or in a Storbie Customer Website or Storbie Website (including but not limited to in the user interface, design, and look-and-feel of these websites) and in any ideas, concepts, know-how, processes, software, stock imagery, documentation or materials underlying these websites or that Storbie otherwise supplies or makes available to you; and as they are created, any improvements or changes to any of the above, including any improvements or changes made after the date of this Agreement.
A username and password used to identify yourself when using a Storbie Website or Storbie Customer Website.
A website on the storbie.com or mystorbie.com domains such as www.storbie.com, secure.storbie.com, account.storbie.com and my.storbie.com.
- Anonymous User
As long as you comply with the terms of this Agreement and pay all relevant fees Storbie will allow you to be a User. This right is not exclusive to you and cannot be transferred by you to anyone else. This right is limited by these terms (including our rights to end this Agreement) and any other limitations that we may inform you of from time to time. You acknowledge that this Agreement (as applicable) will apply to you while you receive any Service from Storbie including in the event that you become a User in a different form or forms during the term of your Agreement with Storbie. You will only be bound by those terms that apply to the type of User you are at any particular time. For example, a Storbie Customer Shopper will not be bound by the provisions relating only to a Storbie Customer. However, should you become a Storbie Customer after first being a Storbie Customer Shopper then you will become bound by such provisions. Storbie will use its reasonable efforts to ensure that the Services are properly provided to you. However, we do not guarantee or represent that these Services will be error-free, uninterrupted, continuously available, secure, private, or free from viruses or malicious programs or compatible with any hardware or software you might use. Storbie is not responsible for any delay or failure caused by anything beyond its reasonable control. From time to time, Storbie may need to carry out maintenance that will interrupt access to the Services provided by Storbie. Storbie reserves the right to make changes over time to the provision of Services to you or the Storbie Websites, including to the format, layout, look-and-feel, and functionality of websites. Storbie reserves the right to view any aspect of the Service provided to you including any part of a Storbie Customer Website owned by you and details of any orders. You acknowledge that, if applicable, you are acquiring a website for the purposes of a business and accordingly the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply. Where the provision of Services to you, other than the acquisition of a Storbie Customer Website, is for the purposes of a business you also acknowledge that the provisions of the CGA do not apply.
As a Storbie Customer Shopper you acknowledge that you have no rights as against Storbie whatsoever for any purchase made from a Storbie Customer Website, including but not limited to, any claim under the CGA or Fair Trading Act 1986 (“FTA”).
Storbie provides no guarantee to any User that that the provision of Services to that User will have any material effect on their business including, without limitation, increasing sales or search engine ratings.
Fees and Payment
You must pay all applicable fees for the provision of Services to you (plus all applicable taxes) in accordance with the then current fee and payment terms as are notified to you from time to time either via the backend of a Storbie Customer Website or otherwise. We may require you to set up an automatic payment to Storbie or provide us with your credit card details so that we can debit your account for the applicable fees.You hereby authorise Storbie to debit your account in this way. If you provide a refund to a third party for any reason, we are not liable to refund any transaction fees we may have charged you.
The fees charged by Storbie for the provision of Services are exclusive of taxes. We will charge taxes (including GST) when required to do so. A tax invoice will be issued to you upon request or if otherwise required to do so.
As a User, you have the following responsibilities:
- You must access and use the Services including any Storbie Customer Websites that you own and/or manage in a reasonable and proper manner and never in a way that breaks any laws or regulations or infringes our or anyone else’s rights.
- You must follow all directions and restrictions advised by Storbie in relation to the provision of Services to you.
- You must not do anything, or assist or authorise anyone else to do anything that in Storbie’s reasonable opinion, is likely to adversely affect Storbie’s reputation or g oodwill, or any Storbie IP, as determined by Storbie in its sole discretion.
As an Authenticated User
- You must always make sure that your name and contact details are up to date.
- You must keep your login and passwords confidential to yourself.
As a Storbie Customer, you have the following responsibilities:
- It’s your responsibility to fill Storbie Customer Shoppers’ orders and respond to their queries promptly. You must keep all Storbie Customer Websites you are responsible for current and accurate at all times, including in relation to contact details, products, fulfilled orders and other information.
- It’s your responsibility to resolve any complaints or deal with any enquiries from Storbie Customer Shoppers relating to your Storbie Customer Websites.
- If the products you are selling are subject to licensing, you must comply with all applicable licences, and maintain correct and current versions of those licences.
As a Storbie Partner, you have the following responsibilities:
- You must ensure that any information you supply to Storbie and/or to a Storbie Customer (whether directly or indirectly via a third party) and the form and nature in which it is supplied is in compliance with all legislation and regulation governing the display, advertisement or otherwise of such information and the intellectual property rights of any third party.
- If applicable to you, it is your responsibility to fill Storbie Customer Shoppers’ orders promptly.
- You must keep all Storbie Customer Websites you are responsible for current and accurate at all times, including in relation to contact details, products, and fulfilled orders.
- If products you are supplying to Storbie Customer Shoppers are subject to licensing, you must comply with all applicable licences, and maintain correct and current versions of those licences.
As a Storbie Customer or Storbie Partner:
- You must comply with all relevant New Zealand laws and regulations and, if applicable, the laws of any overseas jurisdictions that products are being sold into. This includes where you are selling any restricted items, such as alcohol.
- You agree that you will be responsible for ensuring that any person from whom you collect personal data is aware of and consents to the collection of such personal data by you, whether in connection with the Services, Storbie Websites or otherwise.
- You must ensure that you deal with Users, in whatever interaction you have with them, in a professional manner as is reasonably expected of an equivalent party to you in your industry.
- Storbie does not take responsibility for the loss or damage to any of the content (for example, images) you supply to Storbie or to any third party.You must keep your own copies and backups of the content that you supply to Storbie or any third party so that you can recreate a website if necessary.
- You must not sell or display, or assist in the sale or display of, anything that is illegal and/or that Storbie at its sole discretion does not allow from time to time.
- You must not advertise, or assist in the advertisement of, any products or services on any Storbie Customer Website in a way that breaches or is likely to breach any relevant law, regulation or licence.
- You must not conduct, or assist in the conduct of, illegal activities via any Storbie Customer Website.
- You must not put defamatory statements up on any Storbie Customer Website or assist in such behaviour.
- You must not do anything that would interfere with the normal operation of your Storbie Customer Website, or anyone else’s use of their Storbie Customer Website or a Storbie Website.
- You must ensure that you’re allowed to sell or supply what you’re selling or supplying, if applicable, and have and maintain all the necessary rights to supply and use the content (including text, images and data) that you supply to us, to any third party or that you upload to your website(s) or to websites that you assist in the creation or management of.
Storbie Aggregation Websites
You may choose to include your Storbie Customer Website in a Storbie Aggregation Website. A Storbie Aggregation Website displays products and content from multiple Storbie Customer Websites. By including your Storbie Customer Website in a Storbie Aggregation Website you agree:
- That the Storbie Aggregation Website has permission to display content from your website; and
- That Storbie can use your website content and/or aggregated sale and other usage statistics to assist the relevance of search results in the Storbie Aggregation Websites.
As a Storbie Customer you acknowledge that Storbie cannot be held responsible in any way for where your website(s) appear in any search results on a Storbie Aggregation Website or otherwise.
Services provided by Storbie integrate with Storbie Partners, including payment gateways, suppliers and other third-party service providers. Where you wish to set-up and/or configure third party services with Storbie Partners, such as payment gateways, we may require you to send certain information to Storbie. If you do not send Storbie such information, Storbie may not be able to provide you with certain Services and we are entitled, at our sole discretion, to suspend the provision of Services to you or terminate this Agreement or your access to the Storbie Websites. We have no responsibility or liability for any act or omission of any
Storbie Partnerused by you in any way (including as to its terms, quality, availability or security). If there is any problem with such service you agree to pursue any remedy solely against the Storbie Partner and not us.
Invoices and Statistics
Websites may generate financial and other information, including invoices for Storbie Customer Shoppers. Storbie accepts no responsibility for the content or accuracy of any such information generated, including as to whether it meets any legal requirements for tax or otherwise. Storbie may display certain statistics from time to time. Storbie does not guarantee the accuracy of these statistics.
Storbie may add or amend content, including product pricing, on your site, for example when setting up your Storbie Customer Website or when providing support services to you. Storbie does not guarantee that these amendments will be error free and it is your responsibility to review these changes.
Where you are a Storbie Customer, you agree that we may include a by-line and logo on your website(s) and may feature your website(s) on the Storbie website or in our advertising. For the avoidance of doubt, this is not to be taken as conferring on you any authority or licence to use Storbie’s trademarks or logos in any manner that we have not expressly authorised from time to time.
Storbie (and/or our providers as applicable) owns and shall retain all rights, title and interest in the Storbie IP. Your rights to use Storbie IP are limited to the right to be a User in accordance with the terms of this Agreement and a non-exclusive and non-transferable right to use any of the Storbie IP including any documentation that we supply to you for the purpose of receiving the Services. Your rights to use Storbie IP in this way will automatically terminate upon termination of this Agreement. You are not granted any other rights to Storbie IP. You may not copy, distribute, or modify any Storbie IP, nor are you allowed to alter, modify, tamper with, reverse-engineer or attempt to reverse-engineer any aspect of the Storbie IP including for the avoidance of doubt any Storbie Website, Storbie Customer Website or the way we provide Services to you.
You grant to Storbie a perpetual, royalty-free licence to use, display, adapt, modify, reproduce, copy, transmit, store, analyse and back up all data submitted to your Storbie Website or a Storbie Customer Website or any other data provided to Storbie, including personal data, to enable Storbie to provide and analyse the Services, to contact you in relation to the Services, to create new services and to improve, develop and protect the Services.
You agree to fully indemnify and keep indemnified Storbie, and our suppliers, directors, employees, and agents against all claims, proceedings, actions, liabilities, damages, losses, costs (both direct and indirect) and expenses (including full legal costs) arising:
- Out of or in any way connected to your use, or anyone else’s use, of the Services provided to you or the Storbie Websites
- Out of any actions of a Storbie Partner or the supply by a Storbie Partner of information to Storbie or to a Storbie Customer which was incorrect, which did not comply with applicable legislation or which breached the intellectual property rights of any third party (in each case a “Claim”). This includes any Claim that arises because the Services or any third-party services weren’t working properly.
Limitation of Liability
The Services provided by Storbie are provided on an “as is”, “with all faults” and “as available” basis to the fullest extent permitted by law. Except as expressly stated in this Agreement, Storbie and its suppliers make no warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use or non-infringement. Storbie does not guarantee that the provision of or access to your Storbie Customer Website, a Storbie Website or any other Service will be uninterrupted, error-free or free of harmful components or that any data uploaded to your Storbie Customer Website or a Storbie Website will be secure or not otherwise lost or damaged. You agree to bear the risks of conducting your business on this basis. That means, for example (but without limitation), we are not liable to you or anyone else if your Storbie Customer Website or a Storbie Website cannot be accessed for any reason, if your order or the order of a Storbie Customer Shopper is not fulfilled or is recorded incorrectly in a website, if we make changes to the content on your site, or if the Services cannot be provided to you for any reason.
Storbie shall have no liability whatsoever for checking or verifying the content or nature of any information supplied to them or to any Storbie Customer by a Storbie Partner.
To the fullest extent permitted by law, Storbie and our suppliers, directors, employees, contractors and agents (“Related Parties”) will not be liable to you, or any third party, for any loss arising out of or in connection with this Agreement or the use of, or reliance on, the Services or Storbie Websites, including but not limited to: loss or damage to information or data from any cause; breach of security or privacy; loss of profit, opportunity, or saving; or incidental, indirect, special or consequential loss or damage. If Storbie or our Related Parties are liable to you for any reason, and for any reason we have not been able to exclude that liability under this Agreement, then the maximum aggregate liability of Storbie and our Related Parties (together) to you for anything we or Related Parties have done or not done (including any breach of this Agreement) will under no circumstances exceed NZD$35. The maximum aggregate liability above, and any exclusions or disclaimers of liability in this Agreement, shall apply however liability arises, whether in contract, in tort (including negligence), for breach of statutory duty, or otherwise. Except as expressly set out in this Agreement, all representations and warranties, express or implied, are excluded to the maximum extent allowed by law.
Changes to These Terms
From time to time, Storbie may change the terms of this Agreement (including the fees and payment terms) or issue additional terms. We will take all reasonable steps to give you at least 5 days’ notice in writing before any material changes take effect. Your continued acceptance of the provision of Services to you after such notice confirms you accept the amended terms.
Suspending or Limiting Service
Storbie may suspend the provision of Services to you at any time, for any reason. Where you are a Storbie Customer, we may require you to amend any aspect of a website, for example (but without limitation) we may require you to change a product description or remove an image. If you fail to amend your website in accordance with our request, we reserve the right to (but are not required to) amend your website to satisfy such a request. During the period of any suspension of Services you must still pay all applicable Storbie’s fees. However, we may at our sole discretion choose to credit you with a portion of the fees that were subject to the suspension or limitation
Terminating this Agreement
Storbie may terminate this Agreement with immediate effect if you are in breach of this Agreement or if you have entered into receivership, liquidation, bankruptcy, or have entered into a compromise or composition with your creditors. Storbie may also terminate this Agreement for any reason on one month’s written notice to you. Users, other than Storbie Partners, may terminate this Agreement at any time by providing Storbie with one month’s written notice. Storbie Partners may terminate this Agreement by providing Storbie with 60 days’ written notice.
- If applicable, the Storbie Customer Website(s) will be permanently closed and you will have no access to any information or content that was in the website(s), including any content you may have supplied to website; and/or
- Storbie will no longer provide you with any of the Services.
If this Agreement is terminated, you agree that Storbie may collect any fees that are owed by you to us that have accrued as at the date of termination. If you have paid any fees in advance prior to termination Storbie will not refund these to you.
If we terminate or suspend access to any website that you own or manage, we will use our reasonable endeavours to supply you with information relating to any unfilled orders.
Termination or cancellation of this Agreement shall not: relieve either Storbie or you from any right, liability, or claim that has accrued before the date of termination or cancellation; or affect the provisions of this Agreement which expressly, or by their nature, survive termination or cancellation, including as are set out in the sections headed Intellectual Property, Indemnity, Limitation of liability, Terminating this Agreement and General.
Where there is any inconsistency between these terms and any additional terms we may notify you of, these terms shall take priority unless expressly stated otherwise in writing by Storbie. Any variation to this Agreement will only be effective if it is issued in writing by Storbie, in accordance with the notice provision below. Other than as expressly agreed between the parties, this Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all previous agreements, arrangements, understandings or representations relating to that subject matter. If at any time any provision of this Agreement is or becomes illegal or unenforceable the remaining provisions will continue to be binding. A waiver of any of the terms of this Agreement must be in writing and signed by the Chief Executive Officer, or equivalent, of Storbie. No delay or failure to exercise a right under this Agreement prevents the exercise of that or any other right on that or any other occasion. You may not subcontract or assign any of your rights or obligations under this Agreement. Storbie may subcontract or assign any of its rights or obligations under this Agreement. Nothing expressed or implied in this Agreement will be deemed to constitute either party as the partner or agent of the other party or in a joint venture with the other party. Any sums owing by Storbie to you can be set-off against any sums owing by you to Storbie. Any sums owing shall be paid by Storbie within 30 days of written request from you. Payments of less than NZD$100 will be deferred to the following month. In this Agreement, words in the singular number include the plural, and vice versa. Any examples in this Agreement, and references to “including” and similar words, do not imply any limitations. Any notices that you send to us must be sent by pre-paid post, fax or email to the contact details then listed on Storbie’s website. Storbie may post, fax, or email notices to you. Storbie may also give you notice upon access to any one or more of the Services. From time to time Storbie may send you information about offers that Storbie believes you may be interested in. You agree that you’re happy to receive this information electronically (for example, by email). This Agreement is governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.