Effective from: 1 December 2021
These NZ Circular Economy Directory Terms and Conditions for Listers (Terms) are between you and us, and apply to your use of Circular Economy Directory (the Directory) to list products or services (Listings). You agree to be bound by these Terms when you make an application to use the Directory.
We may update these Terms from time to time by publishing an updated version of the Terms on the website, effective from the date set out in the updated version, so long as this is at least 30 days after publication of the updated version on our website. If you do not agree to the updated version of the Terms, you may cease your use of the Directory before the updated version becomes effective. If you cease your use and can show that the updated version of the Terms materially reduced the benefit, or materially increased the burden, of these Terms for you, we will refund a pro-rata of the fees paid by you for your use of the directory for a given year.
Making your application
To use the Directory you must first make an application in accordance with any requirements set out on our website, including any eligibility criteria (Directory Requirements). If we grant your application, you may use the Directory to advertise your products or services in accordance with these Terms via Listings.
While we will make reasonable endeavours to assess all applications with reasonable care, we do not guarantee that we will grant your application (even if you believe that you meet our requirements), and we may ask for further information from you in order to assess your application.
You warrant that all information you provide in your application, and in response to any queries from us, will be true, complete and accurate at the time that it is given. Whenever any information you’ve provided us becomes false, incomplete or otherwise inaccurate, you must promptly notify us and provide us with all relevant information.
Your use of the Directory
If we approve your application, you may use the Directory solely to make Listings available to users of the Directory subject to these Terms. You must ensure that:
- in using the Directory, and providing any goods or services described in your Listings, you comply with all applicable laws, including the Fair Trading Act 1986, Consumer Guarantees Act 1993, Privacy Act 2020, and Unsolicited Electronic Messages Act 2007,
- all of your Listings are complete, truthful and accurate, and do not contain any defamatory or offensive content,
- you do not hold yourself out as having our endorsement or approval, or acting as our agent, except as we expressly agree with you in writing,
- you provide us with any information we reasonably request in order to verify your ongoing compliance with these Terms or the Directory Requirements, provided that you may withhold any commercially sensitive information,
- nothing in your Listings or use of the Directory infringes the intellectual property rights of any third party or us,
- you do not do anything that adversely affects the functioning of the Directory or the website (including through the introduction of any malicious code or content), and
- pay us as required by these Terms.
Making the Directory available to you
Although we will make reasonable endeavours to make the Directory available to you once your Listing(s) are approved by us, like any online service, we cannot guarantee that the Directory (or your Listings) will be uninterrupted or error free to you or users of the Directory. It is up to you to take any precautions necessary to ensure you do not incur losses or costs in the event that the Directory is affected by an interruption or error. We do not provide any express guarantees in relation to the Directory or the availability of your Listings, other than as expressly set out in these Terms.
To the extent that you are in trade, and are using the Directory in trade, you also agree to contract out of section 9, 12A, and 13 of the Fair Trading Act 1986 and that the Consumer Guarantees Act 1993 does not apply. However, the foregoing will only apply to the extent this is legally permitted.
Except to the extent we state otherwise (e.g., as part of any promotional offering that provides you with complementary Listings or because of your status as an SBN Impact Investor), once you are approved to use the Directory you must pay any [annual] subscription fees for your use set out on our website, in the manner we reasonably require, in accordance with the type of Listings you use.
As at the effective date of these Terms, where we approve your application you will receive a complementary Standard listing from the official launch of the Directory until 30 September 2022, and from 1 October 2022 must pay the applicable subscription fee for each standard or premium Listing you use.
We may suspend or cease your use of the Directory at any time by notifying you in writing, if you breach these Terms or we reasonably believe that you no longer meet the Directory Requirements (including as updated from time to time). We may also cease your use of the Directory on reasonable notice if we stop making the Directory generally available.
As far as permitted by law, we are not liable to you for any loss of profits, loss of opportunity, loss of business or loss of contract, or any indirect or consequential loss, or any exemplary, incidental, special or punitive damages, arising from or in connection with the Directory or these Terms.
In any case, our total liability for any loss or damage you suffer in connection with the Directory or these terms, from all events occurring in any 12 month period, will not in any circumstance exceed two times the annual subscription fees paid during that 12 month period.
The limitations and exclusions above apply to all liability (including for negligence), regardless of the legal basis of the claim.
As far as permitted by law, and without limiting any other rights we may have under these Terms or at law, you agree to indemnify us against all costs, losses, expenses and liabilities that we suffer or reasonably incur in connection with any third party claim made or brought against us, where the claim is wholly or partly attributable to your breach of these Terms.
However, you will not be liable to the extent that we have caused or contributed to such losses through our own negligence, breach of these terms or unlawful conduct.
New Zealand law applies to these Terms, and you submit to the non-exclusive jurisdiction of the New Zealand courts in relation to any dispute or controversy arising out of these Terms, your application or your use of the Directory.
If at any time we refrain from enforcing a provision of these Terms, or give you extra time or other leeway to comply, this does not mean we have waived that provision or given up our rights to enforce that provision, or any other provision.
If it turns out that a particular Term is unenforceable, invalid, or in conflict with the law, that part is replaced with a provision which, as far as possible, accomplishes the original purpose of that part, without the invalidity, unenforceability or conflict with law. The remaining Terms will continue to be binding on the parties.
Nothing in or done in connection with these Terms creates any relationship of employment, partnership, joint venture, or agency between you and us, except where expressly stated otherwise.
If any provision of these Terms becomes or is held invalid, unenforceable or illegal (whether partly or in full) for any reason, and in any respect, that provision (or part of that provision) will be severed and the remaining terms and conditions will continue in full force and effect with the necessary modifications.
In these Terms, unless the context requires otherwise:
- “Listing” means a listing for goods and/or services on the Directory;
- “You” refers to each legal entity that makes an application in accordance with these Terms; and
- “We”, “our”, and “us” refers to the Sustainable Business Network Incorporated (916971).