BEATMATCH - TERMS AND CONDITIONS

Welcome to BeatMatch! We are an online marketplace that helps individuals buy and sell secondhand DJ and audio equipment. We hope you enjoy your time on our platform.

1 Acceptance and Site Summary

1.1 This online marketplace (Platform) is operated by BeatMatch Ltd NZBN 9429048788205 (we, our or us). It is available at: www.beatmatch.net and may be available through other addresses or channels.

1.2 Our Platform allows individuals looking to sell second hand DJ and/or audio equipment (Sellers) and those looking to purchase second hand DJ and/or audio equipment (Buyers) can connect and transact.

1.3 In these Terms, you means (as applicable) (1) the person buying goods on the Platform as a Buyer; (2) the person listed on the Platform as a Seller; or (3) the individual accessing or using the Platform (collectively, referred to as Users).

1.4 By accessing or using the Platform you:

(a) warrant to us that you have reviewed these terms and conditions (Terms);

(b) warrant to us that you have the legal capacity to enter into a legally binding agreement with us and are over 18 years old;

(d) agree to use the Platform in accordance with the Terms.

1.5 You acknowledge and agree that our services under or in connection with these Terms are limited to:

(a) providing the Platform to Users;

(b) providing the Platform to allow Sellers to market and advertise their goods;

(d) providing the Platform to allow Buyers and Sellers to form contracts for the sale of goods by Sellers to Buyers,

(together, the BeatMatch Services) and we expressly exclude all other acts, omissions or services that do not form part of the services as defined in this clause 1.5.

1.6 We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Buyers, Sellers or any other Users of the Platform or over the availability, pricing, quality or any aspect of the goods a Seller offers. We are not the seller of any goods offered by a Seller and we are not acting for or on behalf of a Buyer in relation to payment for goods. We do not accept any Liability for the services provided by Sellers or any third party delivery company.

1.7 These Terms will apply from the date that you accept these Terms in accordance with their terms, until the date on which these Terms are terminated in accordance with their Terms (Term).

2 Accounts

2.1 You can browse the Platform without an account, however you must register on the Platform and create an account (Account) to buy or sell goods through the Platform. You may only have one Account on the Platform which you can use as a Seller and as a Buyer.

2.2 You agree to provide basic information when registering for an Account including your name, email address and you must create a password and choose your preferred currency.

2.3 You will also be required to set up an account with our third party payment processor, currently Stripe, so that you can make, process and receive payments for buying and selling goods (Payment Account). You agree to comply with the relevant third party payment processor’s terms and conditions.

2.4 Once you have set up the Payment Account, you will be able to link this to your Account and,

(a) as a Seller, any time a Buyer purchases goods from you, you will be able to receive such payments from Buyers directly through your Payment Account, and

(b) as a Buyer, whenever you make a purchase from a Seller, your Payment Account will automatically be debited the price of the goods you have purchased as well as any other amounts payable.

2.5 You agree to provide accurate, current and complete information in your Account and regularly update such information, to keep it accurate, current and complete. Your Account is personal and you must not transfer it to others, except with our written permission.

2.6 You are responsible for keeping your login details and keeping your password confidential and you will be liable for all activity on your profile on your Account, including any Listings (as set out below) and purchases. You agree to immediately notify us of any unauthorised use of your Account.

3 Listings

3.1 Sellers may use their Account to post an accurate and complete description of any goods that they wish to sell through the Platform (Listing).

3.2 Listings of goods should include the category of the good, the brand, title or model number of the good, condition of the good, a description of the good and the price payable by the Buyer for the good in your default currency that is inclusive of any payment processing fees and applicable GST (Listing Fee) and shipping costs (Shipping Costs) (can be displayed separately). These amounts, collectively, are the “Purchase Price”.

3.3 When a Seller creates a Listing, they can choose whether to allow Buyers to make an “offer” for the good in a Listing, in which case Buyers can suggest a Listing Fee (Offer Price) and the Seller can either accept it or reject it (Offer). A Buyer cannot make a valid Offer until the Seller informs the Buyer what the Shipping Cost will be. All Offers are valid for 24 hours from the time the Offer is made. In the case of an accepted Offer, the total amount the Buyer must pay is the Offer Price and the Shipping Costs, which collectively, become the “Purchase Price”.

3.4 As a Seller, you agree:

(a) that you are legally entitled to, and capable of, supplying the goods described in any Listing (including, that you have good title to the goods and they are free from any encumbrances);

(b) to provide all details requested by us about the goods in a Listing, including an accurate description, up to date photographs and the Listing Fees (as reasonably determined by you), and any other details requested by us;

(c) not to list goods that are considered replicas, derivatives or counterfeit goods or any good that is not manufactured by the brand whose trademark or logo appears or can be associated with the good;

(d) that we may at any time and for any reason reject a Listing, or remove a Listing from our Platform, in our reasonable discretion, including where the goods in a Listing are not related to DJ or audio equipment or where you are a business selling goods on a commercial scale; and

(e) that all goods in a Listing will be available for a Buyer to order through the Platform.

4 Orders

4.1 A Buyer may order goods from Sellers as set out in Listings on the Platform by clicking “Buy Now”. Any order placed through the Platform is an offer by the Buyer to purchase a particular good from a Seller for the Purchase Price specified in the Listing and in accordance with any terms and conditions set out in the Listing, at the time the Buyer places the order. It is the Buyer’s responsibility to check the order details, including selected goods, condition and pricing, before clicking “Buy Now”.

4.2 If a Seller has allowed Buyers to make Offers through the Platform, a Buyer may instead make an Offer through the Platform for a good in a particular Listing. Any Offer made through the Platform is an offer by the Buyer to purchase a particular good from a Seller for the relevant Offer Price and Shipping Costs, and in accordance with any terms and conditions set out in the Listing, at the time the Buyer places the Offer. It is the Buyer’s responsibility to check the Offer details, including selected goods, condition and pricing, before making an Offer.

4.3 If a Buyer makes a purchase in accordance with clause 4.1, then at the time when the Buyer orders on the Platform, the order is deemed accepted by the Seller and results in a separate binding agreement between the Seller and the Buyer for the supply of the good in accordance with these Terms.

4.4 If a Buyer makes an Offer through the Platform in accordance with clause 4.2, then at the time when the Seller accepts the Offer (provided the Buyer is aware of the Shipping Costs), a separate binding agreement will be formed between the Seller and the Buyer for the supply of the good in accordance with the Terms.

5 Communication

5.1 We may contact you via the Platform using in-account notifications, or via off-Platform communication channels, such as text message or email.

5.2 You may contact other Buyers and Sellers through an in-app messaging functionality.

5.3 Buyers and Sellers agree to not use the contact details of other Users to organise the provision of goods off the Platform.

6 Fees and Payment

6.1 It is free to register an Account on the Platform, for Sellers to create Listings and for other Users to browse Listings.

6.2 As a Buyer, you agree that the card linked to your Payment Account will be pre-authorised up to the amount of the Purchase Price at the time you place an order, or at the time an Offer is accepted (as applicable). You must not pay, or attempt to pay, the Purchase Price (including by means of your Payment Account) by fraudulent or unlawful means. In the absence of fraud or mistake, all payments made are final. In connecting a payment method such as debit card or credit card to your Payment Account, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the Purchase Price.

6.3 In consideration for providing the Platform, we will charge the Seller the service fee as set out on the Platform (Service Fee). To the extent permitted by law, our Service Fee is non-refundable.

6.4 Once the relevant goods have been delivered to a Buyer from a Seller, the Buyer must use the Platform to confirm that the good has been delivered (Completed Delivery). If the Buyer does not provide confirmation of a Completed Delivery within 48 hours of receiving the in-Platform prompt (in their in-box), then delivery will be deemed to have occurred.

6.5 Following a Completed Delivery, the Seller will be paid the Purchase Price, less any Service Fee, into its Payment Account.

6.6 The Parties agree that if a Buyer disputes whether delivery has occurred and notifies us, we may review the relevant tracking numbers to see if the good was delivered. If the good was delivered according to the tracking number, the relevant funds will be released to the Seller. If there was no tracking number or there is an unresolved issue, the Buyer and Seller agree to resolve the dispute in accordance with clause 10.

7 Delivery, Title and Risk (applicable to Buyers only)

7.1 If possible, the relevant Seller will deliver the goods to the delivery address you provide when making your order or Offer. The Seller will set out their delivery area in the relevant Listing or through their Account.

7.2 Shipping costs are set out on the Platform, may vary from Seller to Seller, and will depend on the type of delivery you choose.

7.3 You may need to sign for certain deliveries. If neither you nor your authorised representative is at the delivery address to accept delivery, the Seller’s delivery company’s policies will apply.

7.4 Sellers will set out the expected delivery timeframe on the Platform. Any delivery periods displayed on the Platform are estimates only, based on the information provided by the Seller and the Seller’s courier.

7.5 You will receive a tracking number from the Seller for all orders which will enable you to see the delivery status of your order. Where you have purchased more than one good or you have goods are coming from different Sellers, you will receive multiple tracking numbers (one for each delivery).

7.6 Title to the goods will remain with the Seller until you have paid the Seller the Purchase Price in full in accordance with the Terms. Until title passes, you must not do anything which seeks to create an encumbrance, lien, charge or other interest in or over the goods.

7.7 Risk in the goods will pass to you as soon as they are delivered to the delivery address you provided in your order. Once risk in the goods passes, you will be solely responsible for them.

8 Delivery (applicable to Sellers only)

8.1 When a Buyer has a made an order through the Platform, you will be notified through the Platform. You agree to deliver the good(s) in accordance with these Terms.

8.2 You must prepare the goods for delivery by packing the goods in appropriate and good quality packaging (including to protect against loss or damage to the good during delivery).

8.3 You must arrange for delivery of the goods, as set out in the order (for example, standard or express post).

8.4 You must dispatch the goods within the timeframe set out in your Listing on the Platform.

8.5 You must notify the Buyer when the i) goods have been dispatched and ii) a tracking number has been supplied to the Buyer by checking the ‘Seller Happy’ box on listing information in the in-box. You must provide a Buyer with the tracking number for the delivery of the good(s).

8.6 Without limiting any provision of these Terms, you must provide the Buyer with notice as to any matter which may change the nature, scope or timing of the delivery of the good(s), as applicable.

9 Returns and cancellations

9.1 The cancellation, repair or refund of any goods ordered on the Platform is strictly a matter between the relevant Buyer and Seller. Any dispute between a Buyer and Seller should be resolved in accordance with clause 10.

9.2 If the buyer and seller agree that a refund needs to be issued, they may contact us with the relevant proof of agreement between the parties and we will assist you to action a refund.

9.3 This clause will survive the termination or expiry of these Terms.

10 Disputes between Buyers and Sellers

10.1 As we are a marketplace and you as a Buyer have purchased your goods from a Seller listed on our Platform, we are not responsible for any disputes (including returns) between Buyers and Sellers, however we will use reasonable efforts to help you to liaise with the relevant party in the event of any dispute.

10.2 For disputes between Buyers and Sellers, we encourage the parties to attempt to resolve disputes (including claims for returns or refunds) with the other party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the parties may choose to activate the “Dispute Resolution” feature on the Platform, and we will use reasonable efforts to assist the parties to resolve the dispute all the parties may resolve the dispute in any manner agreed between the parties or otherwise in accordance with applicable laws.

Reviews (applicable to Buyers only)

11.1 We may allow you to review your experience with a Seller and the goods you have bought from them (Review).

11.2 You agree to provide true, fair and accurate information in your Review. If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

11.3 You can write a Review about a Seller if you have had an experience with that Seller, which means that you have purchased goods from the Seller through the Platform (a Buyer Experience).

11.4 You may not write a review about a Seller if you are an employee of that Seller, work for the Seller or are an immediate family member of the Seller. Similarly, you may not write a Review about a direct competitor to the Seller you are employed by or work for.

11.5 Your Buyer Experience must have occurred in the 12 months prior to you writing a Review.

11.6 You may only write about your own Buyer Experience. You are not permitted to write a Review about somebody else’s Buyer Experience, such as that of a family member or friend.

11.7 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Seller on the Platform.

12 Intellectual Property and Content

12.1 We may allow you to, on or through our Platform:

(a) post, upload, publish, send or receive relevant content and information, including posting Listings and leaving Reviews (User Content); and/or

(b) access and view User Content and the content and information we make available on the Platform (BeatMatch Content),

(together, the Content).

12.2 Unless otherwise indicated, we own or licence all rights, title and interest (including Intellectual Property Rights) in our Platform and all of the Content. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.

12.3 You must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expressly permitted by these Terms:

(a) copy or use, in whole or in part, any Content;

(b) reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content designated as paid, exclusive or non-shareable content to any third party; or

(c) breach any Intellectual Property Rights connected with our Platform, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.

12.4 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform and access and view any Content for your personal use, and any other purpose contemplated by these Terms, in accordance with these Terms. All other uses are prohibited without our prior written consent.

12.5 You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sublicensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner the User Content to provide the Platform and promote the Platform, and if you are a Seller, your Listings and/or goods, in any media, marketing or promotional material.

12.6 You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that:

(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and

(b) neither the User Content nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

12.7 Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the User Content you make available on or through the Platform, including as a result of an Intellectual Property Breach.

12.8 Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the User Content you make available on or through the Platform, including as a result of an Intellectual Property Breach.

12.9 This clause 12 will survive the termination or expiry of these Terms.

13 Warranties

General warranties

13.1 You represent, warrant and agree that:

(a) you will not use our Platform or services in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

(c) all information and documentation that you provide to us in connection with these Terms, is true, correct and complete, is in accordance with all laws and is not false or misleading;

(d) you will not introduce malicious programs into our hardware and software or Systems, including any viruses or malware through any channel;

(e) to the extent permitted by law, you have not relied on any representations or warranties made by us in relation to the services and Platform (including as to whether the services or Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms; and

(f) you must not use the services or Platform: (1) to break any law or infringe any person’s rights (including Intellectual Property Rights) (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Platform or our services.

Seller warranties

13.2 If you are a Seller, you represent, warrant and agree that:

(a) Listings, as a default, will be presented on the Platform in an order of presentation to be determined by us in our sole discretion;

(b) all goods that you provide through the Platform will be of merchantable quality, in a saleable condition, match their description, free from encumbrances and supplied in accordance with all relevant laws;

(c) you are solely responsible for selling, pricing, packaging, delivering and providing goods offered to Buyers on the Platform in accordance with all applicable laws and regulations (including the Consumer Guarantees Act 1993 and theFair Trading Act 1986 if applicable); and

(d) we do not set your fees, work hours, your schedule or location. We do not provide you with training, equipment or tools. You are responsible for any taxes payable on any fee you receive for your goods.

14 Your statutory rights

14.1 Certain legislation, including the Consumer Guarantees Act 1993 (Consumer Laws), may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform which cannot be excluded, restricted or modified (Statutory Rights).

14.2 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

14.3 If Consumer Laws apply to you as a consumer, nothing in these Terms attempts to modify or exclude your Statutory Rights. Any and all other warranties or conditions which are not guaranteed by Statutory Rights are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.

14.4 As a Buyer, the goods provided by a Seller may, in certain circumstances also confer on you certain rights under Consumer Laws.

14.5 This clause 14 will survive the termination or expiry of these Terms.

15 Exclusions to liability

15.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

(a) your or your personnel’s acts or omissions;

(b) loss of, or damage to, any property or any injury to or loss to any person, except to the extent caused by our negligent act or negligent omission;

(c) any use or application of the Platform or the BeatMatch Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;

(d) any aspect of the Buyer and Seller interaction, including the goods offered by the Seller, the description of the goods offered by the Seller, the description of the goods purchased, or the supply and delivery of the goods by the Seller;

(e) the Computing Environment;

(f) any works, services, goods, materials or items which do not form part of the BeatMatch Services (as expressed in these Terms), or which have not been provided by us;

(g) any third parties or any goods and services provided by third parties, customers, suppliers, delivery, transportation or logistics providers or other subcontractors which the provision of the Platform may be contingent on, or impacted by;

(h) the Platform or our services being unavailable, or any delay in us providing the Platform or our services to you, for whatever reason; and/or

(i) any event outside of our reasonable control (including a Force Majeure Event).

15.2 This clause will survive the termination or expiry of these Terms.

16 Limitations on liability

16.1 Despite anything to the contrary, to the maximum extent permitted by law:

(a) we will only be liable to perform the BeatMatch Services as particularised in clause 1.5;

(b) we will not be liable for Consequential Loss;

(c) each Parties’ liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other party (or any of that party’s personnel), including a failure to mitigate; and

(d) our maximum aggregate liability arising from or in connection with the Terms will be limited to us resupplying the BeatMatch Services to you or, in our sole discretion, to us repaying you the amount of the Service Fees paid by you to us in respect of the supply of the BeatMatch Services to which the Liability relates, or where there are no Service Fees paid, $10.

16.2 This clause 16 will survive the termination or expiry of these Terms.

17 Termination

17.1 Your Account and these Terms may be terminated by you at any time, using the ‘cancel account’ functionality (or similar) in your in the settings page of your Account, or by emailing us.

17.2 We may suspend your Account or terminate these Terms immediately upon written notice to you, if:

(a) you breach any provision of these Terms and that breach has not been remedied within 5 days of being notified by us;

(b) as a Seller, you repeatedly receive negative reviews;

(c) there is any reason outside our control which has the effect of compromising our ability to provide the Platform or our services; or

(d) you are unable to pay your debts as they fall due.

17.3 These Terms will terminate immediately upon written notice by you, if we:

(a) are in breach of a material term of these Terms, and that breach has not been remedied within 10 business days of being notified by you; or

(b) are unable to pay our debts as they fall due.

17.4 Upon expiry or termination of these Terms:

(a) we will remove your access to the Platform (including your access to any Account);

(b) we will immediately cease providing the BeatMatch Services to you;

(c) to the extent permitted by law and unless specified otherwise in these Terms, you agree that any payments made by you to us are not refundable to you;

(d) where you are a Seller, you will fulfil any existing orders or refund the relevant Buyers; and

(e) where we terminate the Terms for any reason you also agree to pay us our additional costs arising from, or in connection with, such termination.

17.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

17.6 This clause 17 will survive the termination or expiry of these Terms.

18 Collection Notice

18.1 We collect personal information about you in order to enable you to access and use the Platform and services, to contact and communicate with you, to respond to your enquiries, where you are a Buyer for Sellers to process and dispatch your orders and for other purposes set out in our Privacy Policy.

18.2 We may disclose that personal information to our partners if you link your membership with them to your Account, to third party service providers who help us deliver our services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, payment systems operators and our business partners) or as required by law. Where you are a Buyer, we will disclose your personal information to Sellers so that they can fulfill your order. Sellers may disclose that information to courier companies that help them deliver goods. If you do not provide this information, we may not be able to provide our BeatMatch Services and/or the Platform to you and Sellers may not be able to provide you with the goods you order. In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside New Zealand.

18.3 We will only disclose your personal information to overseas recipients if:

(a) you have authorised the disclosure after we expressly informed you that the overseas recipient may not be required to protect the personal information in a way that, overall, provides comparable safeguards to those in the Privacy Act 2020;

(b) we believe the overseas recipient is subject to the Privacy Act 2020;

(c) we believe that the overseas recipient is subject to privacy laws or is otherwise required to protect personal information in a manner that, overall, provides comparable safeguards to those in the Privacy Act 2020; or

(d) we are otherwise permitted to under applicable law.

18.4 Our Privacy Policy contains further information about:

(a) how we store and use your personal information;

(b) how you can access and seek correction of your personal information;

(d) our complaint handling process.

18.5 By providing personal information to us, you acknowledge we will collect, hold, use and disclose your personal information in accordance with our Privacy Policy.

19 General

19.1 Access: The Platform may be accessed in New Zealand and overseas. We make no representation that the Platform complies with the laws (including intellectual property laws) of any country outside of New Zealand. If you access the Platform from outside New Zealand, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform.

19.2 Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Platform. You must cease to use the BeatMatch Services and Platform and may terminate these Terms in accordance with clause 17.1 (Termination) if you do not agree to the amended Terms. As a Buyer, prior to placing an order, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them. For any order that has been accepted by a Seller, the terms and conditions that apply to that order will be the ones that were in effect (and which you as a Buyer agreed to) when you as a Buyer placed your order.

19.3 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

19.4 Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Buyer and us, or a Seller and us, a party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute. If the parties cannot agree how to resolve the Dispute at that initial meeting, either party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, either party may ask the President of the of the New Zealand Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the parties. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. This clause 19.4 will survive expiry or termination of these Terms.

19.5 Discontinuing the Platform: We may, at any time, discontinue the Platform (in whole or in part).

19.6 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

19.7 Feedback and complaints: We are always looking to improve the BeatMatch Services. If you have any feedback or a complaint, please notify us on our contact details below and we will take reasonable steps to address any concerns you have.

19.8 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event).

19.9 Governing law: These Terms are governed by the laws of New Zealand. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

19.10 Notices: Any notice given under these Terms must be in writing addressed to us at the address at the end of these Terms or to you at the address last provided to us (whether through your Account or your last order). Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 2 business days in the case of post, or at the time of transmission in the case of transmission by email (or, where the time of transmission is not on a business day, 9am on the next Business Day).

19.11 Photographs: If you provide us with photographs of the goods, including via email or by tagging us on social media, you consent to us publishing such photographs and details (including but not limited to your name, location and date) for our marketing purposes including on the Platform and social media.

19.12 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship (except to the extent set out in the Payment clause as limited payment collection agent) between the parties.

19.13 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

19.14 Third Party Links: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites.

19.15 Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.

20 Definitions

For the purposes of these Terms, capitalised words have the following meanings:

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The parties acknowledge and agree that a Sellers obligation to pay us the Service Fees and any other amounts due and payable by you to us under these Terms will not constitute “Consequential Loss” for the purposes of this definition.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties).

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

System means all hardware, software, networks and other IT systems used by a party from time to time, including a network.

For any questions or notices, please contact us at:

BeatMatch Ltd NZBN 9429048788205

Email: admin@beatmatch.nz

Last update: 3 May 2022