Accepting These Terms
By checking the “I Agree” checkbox or button at the top or bottom of the page, you confirm to us that you agree to the following terms (“Agreement”). “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 these terms, or do not have the authority mentioned above, you are not permitted to create or use a Website, be an Authenticated Browser, Wholesale Supplier or Partner or access or otherwise engage with Storbie and/or any services supplied by Storbie.
- Authenticated Browser means an individual or entity who accesses and acquires goods and/or services from Websites using a personal log-in;
- Partner means an individual or entity that creates, manages or markets Websites on behalf of other individuals or entities;
- 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 Website or the right to be User;
- Storbie IP means all rights, title and interest, including intellectual property rights (for example, copyright, patents, trademarks and designs, whether registered or not), in the Websites (including 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;
- User means one or more of a Website Owner, Authenticated Browser, Wholesale Supplier or Partner;
- Website means the website, shop or marketplace provided by Storbie from which you can display content and sell your goods and/or services;
- Website Owner means the owner of a Website and includes Wholesale Suppliers and Partners who own and/or manage Websites; and
- Wholesale Supplier means a Website Owner who supplies goods and/or services wholesale to other Websites.
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 these terms (as applicable) will apply to you at all times that 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, where you are an Authenticated Browser you will not be bound by the provisions relating only to Website Owners. However, should you become a Website Owner while being an Authenticated Browser 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, because it’s a low-cost service, run over the internet, 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, 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 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 Website, is for the purposes of a business you also acknowledge that the provisions of the CGA do not apply. As an Authenticated Browser you acknowledge that you have no rights as against Storbie for any claim under the CGA for any purchase made from a Website.
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 fees and payment terms that are posted on Storbie’s website or that we otherwise notify you of from time to time. 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 authorize 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.
As a User, you have the following responsibilities:
- You must access and use Websites including any Website 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 make sure that at all times we hold your correct name and contact details.
- You must keep your login and passwords confidential to yourself.
- You must follow all directions and restrictions advised by Storbie in relation to the provision of Services to you.
As a Website Owner, you have the following responsibilities:
- It’s your responsibility to fill your customer’s orders promptly. You must keep all Websites you are responsible for current and accurate at all times, including in relation to contact details, products, and fulfilled orders.
- It’s your responsibility to resolve any complaints or deal with any enquiries from your customers.
- You must comply with all relevant New Zealand laws and regulations. If you’re selling to overseas customers, you must comply with the laws and regulations in those countries too.
- If the products you are selling are subject to licensing, you must comply with all applicable licenses, and maintain correct and current versions of those licenses.
- You must observe the Privacy Act in relation to your customers’ personal information.
- You must ensure that you’re allowed to sell what you’re selling 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 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 so that you can recreate a Website if necessary.
What You Must Not Do
As a User, you are subject to the following restrictions:
- You must not let anyone else have access to your login and password.
- You must not do anything, or assist or authorize anyone else to do anything that in Storbie’s reasonable opinion, is likely to adversely affect Storbie’s reputation or goodwill, or any Storbie IP.
As a Website Owner, you are subject to the following restrictions:
- You must not sell or display, or assist in the sale or display of, stuff that is illegal, or has sale restrictions, and/or that Storbie at its sole discretion does not allow from time to time. For example, pornography, etc.
- You must not advertise, or assist in the advertisement of, stuff on your Website in a way that breaches or is likely to breach any relevant law, regulation or license.
- You must not conduct, or assist in the conduct of, illegal activities via your Website.
- You must not put defamatory statements up on your Website or assist in such behaviour.
- You must not do anything that would interfere with the normal operation of your Website, or anyone else’s use of their Website.
Marketplaces and Directories
You may choose to include your Website in various Marketplaces and/or Directories. Marketplaces and Directories are Websites created by Storbie or other third parties which display products and content from other Websites. By including your Website in a Marketplace or Directory you agree:
- That the Marketplace or Directory 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 Marketplace or Directory.
As a Website Owner you acknowledge that Storbie cannot be held responsible in any way for where your Website(s) appear in any search results on a Marketplace, Directory or otherwise.
Third Party Services
Services provided by Storbie integrate with various third party services, including payment gateways. Where you wish to set-up and/or configure third party services, 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. We have no responsibility or liability for any third party service used 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 third party provider and not us.
Invoices and Statistics
Websites may generate financial and other information, including invoices for customers. 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.
Where you are a Website Owner, 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 license to use Storbie’s trademarks or logos in any manner that we have not expressly authorized 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 documentation that we supply to you for the purpose of receiving the Services. 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 Website or the way we provide Services to you.
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 arising out of any breach by you of this Agreement, law, regulation or license, or anything else you do or do not do in relation to the provision of the Services to you (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” and “as available” basis. 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 any Website cannot be accessed for any reason, if your order or the order of a customer is not fulfilled or is recorded incorrectly in a Website or if the Services cannot be provided to you for any reason. To the fullest extent permitted by law, Storbie and our suppliers, directors, employees, and agents (“Related Parties”) will not be liable to you, or any third party, for any: 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 NZ$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 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 Website Owner, 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. 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 Partners, may terminate this Agreement at any time by providing Storbie with one month’s written notice. Partners may terminate this Agreement by providing Storbie with 60 days’ written notice.
In the event of termination for any reason:
- If applicable, the Website or Websites 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, 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 General Manager, 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. 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 $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.