Terms of Service
1. Overview and Definitions
iTrade.nz is an online marketplace that enables buyers of professional services ("Customers") to post Projects, receive Offers, select or search for, enter into and manage transactions with providers of professional services ("Traders"). The Website contains features that enable Traders and Customers to do, among other things, the following:
Customers: Create profiles, post Projects, search for Traders, search for and buy services advertised by Traders, communicate with Traders, negotiate with Traders, award Projects to Traders, manage Projects, leave feedback for Traders and pay Traders.
Traders: Create profiles, advertise capabilities/portfolios, post and sell their services, make Offers on Projects posted by Customers, negotiate with Customers, leave feedback for Customers and receive payments from Customers.
We also provide registered users with certain services described in, and subject to, these Terms of Service (as further defined below, the "iTrade Services"). We may add, delete or modify some or all of such services at any time at our sole discretion with reasonable notice posted in advance on the Website. Capitalised terms used in these Terms of Service have the following meanings:
Account: means the account created by the Website upon user registration.
Assumed Payment Liabilities: shall mean that portion of a Trader's total service charges for a Project which iTrade.nz agrees to assume in consideration of the iTrade Service Charges.
Arbitration/Dispute Service: means the service described in Section 6.
Customer's Acceptance of Services: shall mean: (i) with respect to an Invoice, a transfer of funds by Customer to iTrade.nz in respect of such Invoice or (ii) with respect to the SafeTrade Service, the earlier to occur of the following: (a) the Customer and the Trader agree as to the rightful recipient of the funds or (b) the Customer and Trader have concluded the process comprising the Arbitration Service.
Cash Account: means the ledger associated with the Customer’s or Trader’s Account, in which all financial transactions are recorded. The Cash Account includes both the earnings and the payments of money.
iTrade Billing and Payment Services: means, collectively, the iTrade Invoice Service and the SafeTrade Service.
iTrade Invoice Service: means the service described in Section 5(A).
iTrade Service Charges: means, as applicable, the project commission, charge per Offer made, service commission, charge per service posted, deposit and withdraw fees, advertising fees and Arbitration Service fees.
iTrade Services: means, collectively, the iTrade Billing and Payment Service, the Arbitration Service and other services offered by iTrade.
Offer: means a quotation made by a Trader representing the total cost for completing the project to a satisfactory standard.
Project: means a job or work required by a Customer and posted on the Website, to allow Traders to make Offers and provide their professional services.
Project Agreement: means any Project and Offer details communicated in writing and agreed between Customer and Trader, including expected deliverables.
Service: means a job or work posted and sold on the Website by Traders, to allow Traders to promote and provide their professional services.
Registered User: means a user of iTrade website who has an account on this website.
SafeTrade Service: means the service described in Section 5(B).
Website: means the world wide web site operated by Digital Network Television Ltd. at http://www.iTrade.nz or any replacement URL.2. Registration
(A) Eligibility
To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) Abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) Be financially responsible for your use of the Website and the purchase or delivery of services; and (3) Perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service.
iTrade.nz reserves the right, at its sole discretion, to refuse, suspend, or terminate Services to anyone.
(B) Registration
To become a Registered User and to access iTrade Services you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.
(C) Accounts and Profiles
General. Once you have registered with the Website as a Registered User, the Website will create your Account with iTrade.nz and associate it with an account number. You may create a profile under your Account, in accordance with Section 2(D).
Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorise iTrade.nz to assume that any person using the Website with your username and password is you or is authorised to act for you. You agree to notify us immediately if you suspect any unauthorised use of the account.
Contact Details. You agree not to disclose your contact details (including phone numbers, email and website addresses, or username on any social network messaging applications) to any registered users of our website. If requested by the Trader, the Customers are permitted to disclose their Project location and contact details, using the iTrade private message system, to allow the Traders to assess the Project and provide an accurate Offer. You further agree not to bypass or trying to bypass the iTrade Services by contacting the Customers or Traders directly to avoid any iTrade Service Charges.
(D) Membership
iTrade.nz provides Registered Users several different membership options. The availability of these membership options is dependent upon (i) the Registered User's status as a Customer or a Trader (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration.
Customers: Customers can choose from different membership options. The differences between these options are listed here Customer membership options when you select Customers option.
Traders: Traders can choose from different membership options. The differences between these options are listed here. Traders membership options when you select Traders option.
Note: Membership benefits and options may change at the sole discretion of iTrade.nz.
We reserve the right to change membership fees, the number of offers included in the membership options, any other iTrade Service Charges or institute new fees at any time, at the sole discretion of iTrade.nz and upon reasonable notice posted in advance on the Website. No refunds of membership fees or other fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
3. Relationships
(A) Customer and Trader
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Project Agreement: The engagement, contracting and management of a Project are between a Customer and a Trader. Upon acceptance of an Offer, the Customer agrees to purchase, and the Trader agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the Project Agreement between Customer and Trader including the Offer details, Project description, and other terms and conditions as communicated between Customer and Trader on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by iTrade.nz (collectively, the "Project Agreement"). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void.
The Customer is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. For hourly type Projects, the Customer is responsible for managing the timesheets received from the Trader and paying them in a timely manner if satisfactory services and deliverables are in accordance with the Project Agreement.
The Trader is responsible for the performance and quality of the services provided in accordance with the Project Agreement in a timely manner. Customer and Trader each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement. For hourly type Projects, the Trader is responsible for filling out and submitting timesheets to the Customer in a timely manner, for their approval and payment in accordance with the Project Agreement.
- Independence: Customer and Trader each acknowledges and agrees that their relationship is that of independent contractors. The Trader shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Trader and Customer or between iTrade.nz and any Customer or Trader.
(B) Registered Users and iTrade.nz
- General: iTrade.nz is not a party to the dealing, contracting and fulfilment of any Project between a Customer and a Trader. iTrade.nz has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of Project listings, the qualifications, background, or abilities of Registered Users, the ability of Traders to perform services, the ability of Customers to pay for services, or that a Customer or Trader can or will actually complete a Project. iTrade.nz is not responsible for and will not control the manner in which a Trader operates and is not involved in the hiring, firing, discipline or working conditions of the Trader. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Customer and a Trader. iTrade.nz will not provide any Trader with any materials or tools to complete any Project. Customers and Traders must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
- Third-Party Beneficiary of Project Agreement: Customer and Trader each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement. Customer and Trader therefore appoint iTrade.nz as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, iTrade.nz by these Terms of Service. Customers and Traders further agree that iTrade.nz has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as iTrade.nz in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
- Agency: These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and iTrade.nz, except and solely to the extent expressly stated.
- Taxes: Registered Users are responsible for payment and reporting of any taxes. iTrade.nz is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by iTrade.nz. You agree that you will abide by any and all applicable regulations and common tax law. In the event iTrade.nz receives a notice of non-compliance with any such regulation or common tax law, iTrade.nz will deem such receipt a breach of this section and will suspend your Account until this is resolved.
4. iTrade.nz Fees
(A) Membership Fee
Customers and Traders can choose various membership plans to subscribe to different levels of participation on the Website, as detailed here. Customer Membership Plans and Trader Membership Plans.
(B) iTrade Service Fees
iTrade.nz deducts one or more of the following fees, as applicable, from payments made by Customers or Traders, or from their Cash Accounts using the iTrade Billing and Payment Services:
- Project Commission: iTrade.nz charges all Traders and Customers a Project Commission. The commission is based on the Trader's and Customer’s membership type and is deducted from their Cash Account and calculated from the total amount paid by a Customer for the professional services received on their Project, as described here Trader/Customer Project Commission.
- Service Commission: iTrade.nz charges all Traders a Service Commission for each service sold by a Trader to a Customer. The commission is based on a Trader's membership type and is deducted from their Cash Account and calculated from the total amount paid by a Customer for the Service, as described here Trader Service Commission.
- Project Promotion Fees: iTrade.nz charges all Customers Project Promotion Fees (Featured Project fee, Urgent Project fee, Private Project fee, Sealed Project fee and NDA Project fee). The Project Promotion Fees are based on the Customer’s membership type and are deducted from their Cash Account as described here Project Promotion Fees
- Charge per Service: iTrade.nz charges all Traders a Service fee for each service posted on the Website. The fee is based on a Trader's membership type and is deducted from the Trader Cash Account when the Service is posted. The Charge per Service is described here Trader Charge per Service.
- Charge per Offer: iTrade.nz charges all Traders a fee for each Offer made for a Project on the Website. The fee is based on a Trader's membership type and is deducted from the Trader Cash Account when the Offer is made. The Charge per Offer is described here Trader Charge per Offer.
- Arbitration/Dispute Service Fee: For use of Arbitration/Dispute Services, irrespective of the nature of resolution and any resulting disbursements, iTrade.nz does not charge any Arbitration/Dispute Service Fee. However, if the Arbitration process involves engaging an expert for assessing the workmanship quality and completion of the Project, the Arbitration/Dispute Fee charged by the expert will be equally divided between the Trader and the Customer and it will be deducted from their iTrade Cash Accounts accordingly.
- Customer/Trader Withdraw Fee: When the Customer or Trader withdraws funds from their Cash Account there is a withdrawal fee of 0%. This fee will be subtracted from the amount withdrawn.
- Customer/Trader Deposit Fee: When the Customer or Trader deposits funds to their Cash Account there is a deposit fee of 0%. This fee will be paid on top of the amount deposited.
We reserve the right to change any fees associated with iTrade.nz at any time, at the sole discretion of iTrade.nz. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
5. iTrade Patment Services
(A) iTrade Invoice Service
The iTrade Invoice Service generates invoices automatically based on the payment made. This service enables GST registered users (Traders and Customers) to claim back the GST component for payments made for iTrade Service Charges. All iTrade Service Charges contain Goods and Services Tax (GST).
(B) SafeTrade Service
The SafeTrade Service enables Customers and Traders to transfer certain payment responsibilities to iTrade.nz.
- General: The SafeTrade Payment system was developed to provide payment guarantee to the Traders for the services they provide and quality of work guarantee to the Customers for their Projects. The Trader will not start working on the Project until the right amount of money has been transferred into the SafeTrade account and the Customer will not release the amount from the SafeTrade account until they are satisfied with quality and completion of work on their Project. In any case where the Customer and the Trader cannot mutually agree on the payment, quality or completion of work then both the Customer and the Trader are able to initiate a Dispute which will be resolve in accordance with Section 6.
- Project/Service Payment: Upon payments to iTrade.nz by a Customer for services to be rendered by a Trader, iTrade.nz will assume responsibility for the payment for such Trader's services (less applicable Fees). iTrade.nz agrees not to pay Traders for services until after the occurrence of a Customer's Acceptance of Services. You acknowledge that such funds will belong to iTrade.nz immediately upon such funds being transferred to iTrade.nz by you. However, iTrade.nz agrees to refund such funds to Customer in the event that (a) a Trader acknowledges that services have not been completed or (b) Customer and Trader have concluded the process comprising the Arbitration/Dispute Service with a result indicating that Customer is the rightful recipient of such funds. iTrade.nz agrees to keep both Customer and Trader informed as to the status of the Assumed Payment Liability and if, for any reason, a party requests Arbitration/Dispute Service regarding such status, will notify both parties that the matter will be addressed through the Arbitration/Dispute Service.
- Project/Service Refund: Upon payments to iTrade.nz by a Trader for refunds to a Customer, iTrade.nz will assume responsibility for the payment to the Customer (less applicable Fees). iTrade.nz agrees not to pay the refunds to the Customer until after the occurrence of the Trader decides to release the funds. You acknowledge that such funds will belong to iTrade.nz immediately upon such funds being transferred to iTrade.nz by you. However, iTrade.nz agrees to release such funds to Trader in the event that (a) the Customer acknowledges that the refunds are not required or (b) Customer and Trader have concluded the process comprising the Arbitration/Dispute Service with a result indicating that Trader is the rightful recipient of such funds. iTrade.nz agrees to keep both Customer and Trader informed as to the status of the Assumed Payment Liability and if, for any reason, a party requests Arbitration/Dispute Service regarding such status, will notify both parties that the matter will be addressed through the Arbitration/Dispute Service.
- SafeTrade Disputes: If a Customer or Trader reasonably disputes the quality or completion of services provided by such Trader, or the release or amount of money in the SafeTrade account, then both Customer and Trader agree that iTrade.nz shall have no payment obligations to any party related to relevant project/service until such dispute is resolved in accordance with Section 6 below. iTrade.nz's obligation to pay any payment (less applicable Fees) is expressly conditioned upon resolution of all outstanding disputes with respect to such payment and the rightful recipient of such payment could be either the Customer or the Trader.
(C) Funds Transfer
- General: To receive funds due to you, you must request such funds and indicate your selection of the funds transfer methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if iTrade.nz determines at its sole discretion that a Registered User has violated the conditions and restrictions of the Website or Terms of Service, iTrade.nz has the right to refuse to process such request.
- Hold on Transfers: iTrade.nz reserves the right, at its sole discretion, to place a hold on requested transfers if iTrade.nz suspects money may be subject to charge back, bank reversal, failure to clear or fraud. iTrade.nz will release a hold as soon as practical.
(D) Legal Relationship
- iTrade.nz is not your agent with respect to any funds that have been transferred to iTrade.nz for any Assumed Payment Liabilities.
- Each Trader must properly discharge and credit Customers for all payments that iTrade.nz makes to such Trader in respect of services provided to such Customers.
- All Registered Users are responsible for payment and reporting of any taxes. You agree that you will abide by any and all applicable regulations and common tax laws.
- If you are a GST-registered Trader, you must issue a tax invoice to another GST-registered user if they ask for one, regardless of the amount you received for the goods and services you provided. You must do this within 28 days and it is a legal offence not to do so.
- iTrade.nz acts as a payment provider by creating, hosting, maintaining, and providing the iTrade Billing and Payment Services to you via the Internet. iTrade.nz does not have any control over the services invoiced or paid for with the iTrade Billing and Payment Services. Additionally, iTrade.nz does not control whether a Customer or Trader will actually complete the underlying transaction. iTrade.nz is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Trader as a result of an awarded Project. Nothing in these Terms of Service will be deemed to constitute iTrade.nz as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
- By using the iTrade Billing and Payment Services, you expressly acknowledge that
- iTrade.nz is not acting as a trustee or a fiduciary of Customers or Traders and that the iTrade Billing and Payment Services are provided to Registered Users administratively;
- iTrade.nz is not a "financial institution" as defined under the Anti-Money Laundering and Countering Financing of Terrorism Act and the iTrade Billing and Payment Services are payment services rather than a banking services;
- iTrade.nz IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH iTrade.nz ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
(E) Miscellaneous Payment Terms
- Authorised Payments are Final: Your use of the iTrade Billing and Payment Services constitutes your agreement to pay for any amounts which you authorise us to retain from transactions and, as appropriate, charge to your bank account, or PayPal account. Such payments, once authorised, are final. When a Customer's Acceptance of Services has occurred, (i) iTrade.nz shall have no further liability to any party with respect to Payment for such services, (ii) Customer acknowledges that iTrade.nz has provided a complete service in respect of the payment made by Customer for the Assumed Payment Liability, as applicable and (iii) Customer hereby releases iTrade.nz from any and all liability with respect to such Payment.
- Fraudulent Transactions: Erroneous or Duplicate Transactions; Charge Backs. iTrade.nz reserves the right to seek reimbursement from you, and you will reimburse iTrade.nz, if iTrade.nz discovers a fraudulent transaction, erroneous or duplicate transaction, or if iTrade.nz receives a charge back or reversal from any Customer's bank, or PayPal for any reason. You agree to and acknowledge iTrade.nz's right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by iTrade.nz in an effort to investigate fraud. You agree that iTrade.nz has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
- Currency: The iTrade Billing and Payment Services operate in NZ Dollars and therefore all transactions on iTrade.nz shall be in NZ Dollars.
- Exclusivity and Non-Circumvention: Customers agree to use the iTrade Billing and Payment Services to make all payments to Traders, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the iTrade Billing and Payment Services or any associated fees. As a Trader, you agree to use iTrade Billing and Payment Services to receive all payments from Customers identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the iTrade Billing and Payment Services or any associated fees.
- Notification: As a Customer, you agree to notify iTrade.nz immediately if your Trader solicits payment from you outside the Website. As a Trader, you agree to notify iTrade.nz immediately if your Customer seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the iTrade Billing and Payment Services, please submit a confidential report to iTrade.nz by phone at 021-08-443328 or contact us.
- Agreement to Pay: If, for any reason, iTrade.nz does not receive payment for any amounts that you have authorised to be paid through your use of the iTrade Billing and Payment Services, you agree to pay such amount immediately upon demand by iTrade.nz. You also agree to pay any interest charges, attorneys' fees and other costs of collection incurred by iTrade.nz in collecting from you the authorised but unpaid amount. In such case, iTrade.nz may, at its option, stop processing any further payments made by you and apply any amounts then held by iTrade.nz on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the iTrade Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
6. Arbitration/Dispute Service
(A) Eligibility
iTrade.nz offers the Arbitration/Dispute Service to those Registered Users that have funds in SafeTrade and requested iTrade.nz to assume all or a portion of the payment liability for services and who are engaged in a dispute over a Project that is (i) Pursuant to a Project posting by a Customer through the Website, (ii) Pursuant to an Offer made by a Trader through the Website for such Project posting and (iii) Pursuant to an acceptance through the Website by the Customer for such Offer and (iv) Pursuant to an acceptance through the Website by the Trader for the Project.
Also, iTrade.nz offers the Arbitration/Dispute Service to those Registered Users that have funds in SafeTrade and requested iTrade.nz to assume all or a portion of the payment liability for services and who are engaged in a dispute over a Service that is (i) Pursuant to a Service sold by a Trader through the Website, (ii) Pursuant to a Purchase made by a Customer through the Website for such Service.
Customer and Trader agree and acknowledge that, with respect to Assumed Payment Liabilities, any and all disputes relating to the underlying fees shall be governed by the terms of this Section 6.
(B) Process
- Arbitration/Dispute: In any case where the Customer and a Trader cannot mutually agree on the distribution of the funds in SafeTrade, you expressly agree to and acknowledge that iTrade.nz or a third party chosen by iTrade.nz will arbitrate the dispute in accordance with these Terms of Service and the Website.
- You acknowledge and agree that iTrade.nz will construe any Project/Service Agreement based on the transaction's course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Project/Service Agreement, (ii) the parties' course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project/Service itself and (iv) any information or communication that the Customer and the Trader submit for review.
- iTrade.nz shall render its decision within ten (10) working days of the Arbitration/Dispute being opened or of the expert assessment report (if an expert assessment is required). During this time, you are encouraged to continue to negotiate an amicable settlement with each other.
- You agree that the decision of iTrade.nz, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will transfer funds in accordance with the arbitrator's decision.
- In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the digital works done for the Project/Service that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Project/Service in your possession and destroy any electronic copies that you have.
(C) Communication
You agree and acknowledge that (i) iTrade.nz will use the Website messaging system and the e-mail address corresponding to your Account registered at the time the Arbitration is opened to notify and communicate with you with regard the Arbitration and (ii) you are solely responsible for the receipt of any notification or communication sent by iTrade.nz using the e-mail address corresponding with your Account registered at the time Arbitration is opened.
(D) Acknowledgements
You agree and acknowledge that (i) iTrade.nz is not providing legal services to you, (ii) iTrade.nz will not advise you regarding any legal matters and (iii) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in New Zealand and not rely on iTrade.nz for any such counsel. You agree to indemnify and hold harmless iTrade.nz and any of our affiliates against any damages or liability you may suffer as a result of using the Arbitration/Dispute Service. If you do not agree to use this Arbitration/Dispute Service under these terms you shall not use the iTrade Services provided by iTrade.nz.
7. Term, Termination and Suspension
- These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or iTrade.nz as provided for under the terms of this section.
- Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) iTrade.nz shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) You shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to iTrade.nz for any service and to any Tradesman for any services.
- Any termination of an Account will automatically lead to the termination of all related profiles.
- Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for iTrade.nz or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
- In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
- Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the iTrade Billing and Payment Services or otherwise reduce fees owed to iTrade.nz under these Terms of Service, you must pay iTrade.nz for all fees owed to iTrade.nz and reimburse iTrade.nz for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
- When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts and proposals.
8. Privacy and Confidentiality
9. Intellectual Property
(A) iTrade.nz Content
Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Copyright Act. It is your responsibility to review the Copyright Act, which is incorporated by reference, and we suggest that you review the Copyright Act and print a copy for yourself.
Merely because a Registered User infringes the copyright in a work by using iTrade.nz services to do a restricted act without the consent of the copyright owner, the iTrade.nz (a) does not infringe the copyright in the work, (b) must not be taken to have authorised the Registered User infringement of copyright in the work and (c) must not be subject to any civil remedy or criminal sanction.
(B) Registered User Content
- You are solely responsible for information posted by you on our Website, including but not limited to (a) any audio, video or photographic content (collectively, "Multimedia Content"), (b) any posting or listing made in any public message area, through any email feature or through iTrade.nz's feedback feature (collectively, "Non-Multimedia Content") and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies ("Personal Content"). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
- You hereby assign to iTrade.nz your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicising iTrade.nz products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
- Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libellous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.
- We do not endorse any information posted by Registered Users and we are not liable for any such information posted on the Website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the Website which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.
(C) Removal of Content for which a Valid Complaint has been received
- Pursuant to Harmful Digital Communications Act, iTrade.nz has implemented procedures for receiving written notification of complaint about the specific content and for processing such complaints in accordance with the Act. If you consider that a specific content, posted by a User of the Website, is unlawful or breaches one or more communication principles and has caused harm, please fill out a Notice of Complaint form and submit it to iTrade.nz using the admin@iTrade.nz email address.
- The information requested by the Notice of Complaint form substantively complies with the “safe harbour” provisions of the Harmful Digital Communications Act, which provides that a notification of complaint must include substantially the following:
- the complainant’s name and a telephone number, a physical address, and an email address for the complainant; and
- the specific content, and explain why the complainant considers that the specific content: (i) is unlawful or (ii) breaches one or more communication principles and has caused harm; and
- sufficiently enable the specific content to be readily located; and
- whether the complainant consents to personal information that identifies the complainant being released to the author; and
- contain any other information that the complainant considers relevant.
- Additionally, if you are the author of the content and receive a Notice of Complaint from iTrade.nz, you can submit, no later than 48 hours after receiving the notice of complaint, a Counter-Notice form consenting or refusing consent to removal of content.
- The information requested by the Counter-Notice form substantively complies with the “safe harbour” provisions of the Harmful Digital Communications Act, which provides that a counter-notice of complaint must include substantially the following:
- the author’s name and a telephone number, a physical address, and an email address for the author; and
- whether the author consents to personal information that identifies the author being released to the complainant; and
- whether the author consents to the removal of the specific content.
- If you, as the author of the content, do not respond to the complaint with a Counter-Notice within 48 hours, the content will be removed by iTrade.nz.
10. Representations, Disclaimers, Limitations and Exclusions
(A) Registered User Representations and Warranties
All Registered Users represent, warrant, and agree:
- Not to grant access to an Account only to users authorised to act on behalf of the Registered User and only in accordance with these Terms of Service.
- To be fully responsible and liable for any action of any user who uses your Account.
- Not to use your Account, username, or password of another Registered User that you are not expressly authorised to use.
- Not to allow any third party who is not authorised to do so to use your Account at any time.
- Not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.
- Not to intercept or expropriate any system, data or personal information from the Website.
- Not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.
- That it has the right and authority to enter into the Terms of Service and to transact business hereunder.
- That they are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.
- That they will not use the Website or its services to defraud or mislead any person or entity, including without limitation iTrade.nz or any Register User.
- That they will not use the Website to violate any law or regulation of New Zealand or any international law or treaty.
- That they are not a national resident of, or, an entity located in any country subject to economic sanctions imposed by the government of New Zealand.
(B) Warranty Disclaimer
THE SERVICES PROVIDED BY ITRADE.NZ OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY.
(C) Limitation of Liability
IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE WEBSITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.
(D) General Release
If you have a dispute with another Registered User, you release iTrade.nz (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
(E) Indemnity
You agree to defend, hold harmless and indemnify iTrade.nz from and against any and all losses, costs, expenses, damages or other liabilities incurred by iTrade.nz from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against iTrade.nz: (1) in connection with your use of the Services including any payment obligations incurred through use of the iTrade Billing and Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment of fees to any Tradesman; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Tradesman. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defence or settlement thereof; and (iii) allowing you to control such defence or settlement. We shall be entitled to participate in such defence through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
(F) Links
The Website may contain links to third-party web sites not under the control or operation of iTrade.nz. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
(G) Data
You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on iTrade.nz's part to store, backup, retain, or grant access to any information or data for any period.
11. Miscellaneous Terms and Conditions
(A) Compliance with Law
You are responsible for compliance with applicable New Zealand and international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
(B) Modification and Waiver
iTrade.nz will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorised representative of iTrade.nz. No delay or omission by iTrade.nz in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
(C) Severability
If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
(D) Assignment or Transfer
You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of iTrade.nz, and any attempt to do so will be null and void. iTrade.nz may assign these Terms of Service in its sole discretion.
(E) Force Majeure
Except for the payment of fees to iTrade.nz, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
(F) Notice
All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if sent by email to the following email address admin@iTrade.nz.
(G) Headings and Labels
The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.
(H) Integration
These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and iTrade.nz with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.
(I) Survival
Sections 4, 5, 6, 7, 8, 9, 10, and 11 will survive any termination of these Terms of Service for any reason.