Purpose of these terms
- FriendsWith Service Terms are a legal contract between each vendor and us, Friends With Limited. They set out our respective rights and responsibilities. Please read these terms carefully. By joining us as a vendor, you are legally bound by these Terms.
In this policy:
- ‘Customer’ means each person that accesses the FriendsWith marketplace and who may buy goods and/or services from you through the FriendsWith marketplace.
- ‘Vendor Service Terms’ or ‘these Terms’ means these current terms of service, as they may be updated from time to time.
- ‘Services’ means all services that we provide through the FriendsWith marketplace from time to time.
- ‘we’, ‘us’ and ‘FriendsWith’ refers to Friends With Limited, the New Zealand incorporated company which owns and operates the FriendsWith marketplace.
- ‘you’, ‘friend’ or ‘Vendor’ refers to a company who is approved to offer goods and/or services for sale via the marketplace from time to time.
How to become a Vendor
To become a Friends With vendor, you must align with the values and aesthetic of our brand, and complete our application process provided. It is important that the application information you give us is accurate and up-to-date. We will assess each application on its merits and may come back to you with feedback as to your photo quality, or brand positioning, to gain additional information before your application is approved.
We will assess and approve each listing/or collection submitted to ensure the product quality, information and listing is of standard.
Your rights as a FriendsWith Vendor
As our Friend, have the following rights:
- You do not have to sell exclusively through FriendsWith marketplace.
- You can delist as a Friend by notifying the FriendsWith Team , as long as you have fulfilled any existing sales commitments to Customers made through the FriendsWith marketplace.
You are the vendor
As a Friend of ours, you acknowledge that:
- You are the vendor of the goods and/or services that you offer for sale through the platform; and
- FriendsWith is not a vendor. We provide our App as a venue but we don’t take part in the sale or purchase of any goods and services through the FriendsWith marketplace. You accept that all transactions and contact between you and the Customer is entirely at your risk and is your responsibility.
Your obligations as a FriendsWith Vendor
As the legal vendor of the goods and services you offer for sale through the FriendsWith marketplace, you are responsible for complying with all laws that apply to you. These include the Fair Trading Act 1986, the Consumer Guarantees Act 1993, the Privacy Act 1993, as well as anti-spam law and intellectual property laws.
You are also responsible for understanding and complying with your own income tax and goods and services tax (GST) obligations.
Without limiting your obligations at law, you must meet the following requirements:
- Your advertised prices must include GST.
- You must accurately describe and represent your goods and/or services.
- All goods that you offer for sale through the FriendsWith marketplace must be of acceptable quality, be fit for purpose, meet safety standards and match their advertised description. You must not sell faulty products.
- All services that you offer for sale through the FriendsWith marketplace must be provided with a reasonable level of skill and care and be completed in a reasonable time.
- You must ship, post or deliver a sold item to the Customer as soon as possible, when payment has been confirmed and in accordance with these Terms (including Deliveries below). You are responsible for ensuring that goods purchased through the FriendsWith marketplace arrive in the condition described.
- If you sell goods through the FriendsWith marketplace, you must act responsibly and promptly to fix any product faults within a reasonable time after the sale (other than those caused by unreasonable use) or offer a replacement or refund. You must also comply with the returns policy (see Returns below).
- You must manage all personal information about Customers that you receive in accordance with the Privacy Act 1993 and other applicable data protection and privacy laws if a customer resides outside New Zealand.
- You must not spam customers.
- You agree to pay commission and fees to FriendsWith Limited in accordance with these Terms.
- You promise to cooperate to a reasonable extent with any feedback surveys or market research we undertake to improve our services and the FriendsWith marketplace.
Our promise to you
We promise to build a community to help Kiwi and Australian businesses thrive in the domestic and international market, to the best of our ability. We plan to elevate the way our customers shop via our industry changing Social Platform and bring all of our Friends with us on this journey.
Fees and commission
We charge a 14% commission on the GST inclusive amount of each transaction completed through our marketplace. This will however be reviewed and if your products are selling below the average your commission may be revised and increased at our discretion.
We may introduce a fee and/or alter our commission in the future. However, we’ll give you at least two weeks’ notice before any new fees or increased commission takes effect. We may also offer promotions or fee or commission reductions from time to time at our discretion.
If we introduce a new service, then any fees connected to that new service will take effect when the service is launched.
FriendsWith uses Stripe Connect Or PayPal to securely process payments.
You need to set up a “Connected Account” through Stripe Connect account or a PayPal account to be paid for the goods and/or services you sell through the FriendsWith marketplace.
Once the relevant customer has made payment for the goods and/services you as the Vendor need to fulfil the order (print the shipping label and arrange dispatch), the total amount of the transaction (less the 12% - 14% commission + GST paid to FriendsWith) will be transferred to the bank account you have registered to your Stripe Connected Account. This will happen one week post fulfilment to allow time for Returns.
FriendsWith will connect customer to vendor via email once a customer requests a return if within the (5 working day process)
Returns are to be dealt with between you as the Vendor and the Customer directly, the returns policy for all of our vendors must be within the 5 working day rule. This does not limit your obligations at law.
In the event of a dispute where the Vendor and Customer are not able to reach a mutually agreeable outcome, the matter may be referred to FriendsWith and we will do our best to reach a solution for both parties.
You must deliver any goods you sell through the FriendsWith marketplace in accordance with our Delivery Policy, which we will update from time to time to reflect the requirements of our delivery partners.
At a minimum, you must:
- Comply with the specifications of the relevant delivery partner (currently the DHL specifications are set out here: https://www.dhl.com/nz-en/home/regular-shipping.html.)
- Our vendors are required to post orders with fully tracked overnight courier service.
- Ensure all items given to the relevant delivery partner are adequately packaged to ensure they arrive in good condition, are correctly addressed and, where applicable, show the correct postage for the service used.
- Not include any item in the delivery package that is illegal or dangerous.
Changes to our services and marketplace
We are constantly changing and improving our services and site. We may add or remove features or functions from time to time, and we may suspend or stop providing a service. We may also introduce other third party applications into the FriendsWith marketplace from time to time. When we make these changes, we will give you prior notice.
If things don’t work out
If you do not comply with your obligations under these Terms, we will notify you.
If we believe the breach is capable of remedy, we will give you an opportunity to cure the breach.
However, if you do not fully comply with these Terms within two weeks of receiving that notice, or if we consider your breach is incapable of remedy, then we can suspend or terminate your listing and/or contract with immediate effect. We will notify you of any decision taken to de-list you.
Please be aware that if you are delisted, you are still required to comply with your obligations to any Customers who have unfulfilled orders at that time and also that these Terms will continue to bind you.
Our services and site may be interrupted from time to time
While we will do our best to ensure the security and performance of our services, we can’t guarantee that they will be 100% secure, uninterrupted or error-free. We provide our services on an ‘as is’ basis, without any warranty of any kind. That means your use of our services is at your own risk. It also means that we exclude and disclaim all implied warranties, to the extent that we legally can, such as fitness for purpose, merchantability and non-infringement.
Any information or advice that we may give you regarding or during your use of our services is also subject to the disclaimers in these Terms and won’t create any warranty that isn’t expressly given in these Terms.
Our liability to you is limited
To the maximum extent permitted by law, you assume full responsibility for any loss or damage that results from your use of the app and services. We won’t be liable to you or any other person in connection with the services, this app, your use of the services or app, or another person’s acts or omissions, whether for negligence, breach of contract, breach of statutory duty or otherwise. We won’t be liable for anything that is outside of our reasonable control. We won’t be liable for any loss or damage, whether direct or indirect. For example, we won’t be liable for loss of profits, loss of business or anticipated savings, general or special damages, or consequential or incidental loss.
No agency or partnership
There is no relationship of agency nor any partnership between us. We are not a party to any transaction between you and a customer in the marketplace.
All information, brands and copy on our site or app is our property and is protected by New Zealand and international copyright laws. The FriendsWith brand, logos, trademarks, the website and app may not be used in connection with any product or service in any territory unless such use has been previously agreed in writing by FriendsWith. Without limiting the previous sentence, you must not use or refer to FriendsWith, the FriendsWith marketplace or any of our intellectual property in any manner that is likely to cause confusion among our Customers or in a manner which could discredit the FriendsWith brand.
Notices and consent to receive electronic communications
You must provide us with an email address for us to send you notices under these Terms and otherwise in connection with the FriendsWith marketplace. You consent for all purposes to receive in electronic form or via electronic process any communications, agreements, documents, or disclosures that we may or must provide in connection with the services.
These Terms and any other terms and policies referred to in them from time to time constitute the entire agreement and understanding between you and us in relation to the services.
Changes to these Terms
We can amend these FriendsWith Service Terms from time to time. We will update you by email of any change to fees, commissions or any other provision where the proposed change could be reasonably expected to have an adverse effect on you.
You agree to try to resolve any disputes you have with a customer directly, promptly and in good faith.
If you have a dispute with us, please get in touch and we’ll try to resolve it informally. If we need to contact you about a dispute, we’ll use the last email address you gave us or any other reasonable method.
New Zealand law applies
These Terms are governed by and construed in accordance with New Zealand law. You submit to the exclusive jurisdiction of the courts of New Zealand. This clause operates subject to the next paragraph (Arbitration).
You unconditionally and irrevocably agree that any dispute or disagreement arising out of or in connection with these Terms and the provision or use of the service will be settled by binding arbitration by a sole arbitrator in accordance with the New Zealand Arbitration Act 1996 and its amendments and the AMINZ Arbitration Rules current at the time arbitration is commenced.
The place of arbitration will be Auckland and the law applicable to the arbitral proceedings and the matters in dispute will be New Zealand law. The language of the arbitration will be English.
How to contact us
If you have any queries about this Policy, please feel free to contact us at firstname.lastname@example.org