Welcome and thank you for reading our Terms and Conditions (Terms). These Terms apply to your use of our online deal service, Membership Platform, referred to throughout as the “Membership Platform”. By accessing and using our Membership Platform and our associated services (our “Service”): 

(a) you agree to these Terms; and 

(b) where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms. 

We ask that you review these Terms carefully. If you do not agree to these Terms, you are not authorised to access and use our Service and Membership Platform, and you must immediately stop doing so. 

1. How these Terms work 

1.1 We have broken our Terms into four parts: 

(a) An overview of our Membership Platform and how it works; 

(b) Terms specific to Affiliates who use our Membership Platform and Service; 

(c) Terms specific to Clients who use our Membership Platform and Service; and 

(d) General terms that apply to all Members of the Membership Platform. 

1.2 These Terms create three binding contracts: 

(a) An Affiliate contract between us and each Affiliate who uses our Membership Platform and Service; 

(b) A contract between us and each Client who uses our Membership Platform and Service; and 

(c) In the case of any Engagement, a contract between the Client and Affiliate. 

1.3 Our Membership Platform and Service will only work where there is equity and fairness between us, Affiliates and Clients. We reserve the absolute right at any time to determine whether your conduct is inconsistent with the values our Membership Platform and Service are built on and, if we do so, we may decide in our sole discretion to terminate your use of our Membership Platform and Service. 

Overview 

2. Our Membership Platform 

3.1 The Membership Platform provides a double-sided Membership Platform through which: 

(a) Bartercard and Qoin merchants, management and asset owners (referred to as “Clients”) work with Q-Trader Limited, to promote their product and service deals and offers; and 

(b) Bartercard and Qoin merchants, management and asset owners (referred to as “Clients”) work with Q-Trader directly, to optimise and manage deal activity and success for the "Clients"; and

(c) Bartercard and Qoin merchants, management and asset owners (referred to as “Clients”) work with Q-Trader directly, to sell on behalf of assets, properties and businesses ("referred to as Engagement") via the Q-Trader database.

3.2 The Membership Platform is predicated on the upholding of 3 key values: 

(a) Experience: "There is no substitute for experience when making winning decisions. Benefit from our experience and make less errors."

(b) Relationship: "It takes time and trust to invest in strong relationships. Benefit from our investment in relationships and improve your success."

(c) Performance: "We are committed to delivering value and customer satisfaction. Benefit from our systems and services and be an industry leader in your region." 

3.3 Clients and Affiliates are both “Members” of the Membership Platform. For clarity, in providing our Service and Membership Platform, we do facilitate the provision of services between Affiliates and Clients, we do act as an agent for either party (including facilitating payment under clause 7.1). 

3.4 The Membership Platform operates as follows: 

3.5 We will always endeavour to provide our Service: 

(a) in accordance with these Terms and New Zealand law; and 

(b) exercising reasonable care, skill and diligence. 

3.6 Our Membership Platform is designed to facilitate the engagement between Clients via the Q-Trader platform. We cannot and do not provide any promise, assurance or guarantee in relation to the legal relationship between Members using our Membership Platform and Members remain independent. 

3.7 Our provision of the Service to you is non-exclusive. What this means is that nothing in these Terms prevents us from providing access to the Membership Platform and our Service to any other person. 

3.8 While we will endeavour to ensure the ongoing availability of our Service and Membership Platform, it is possible that on occasion our Service or Membership Platform may be unavailable. This may be due to maintenance or other development activity taking place, or in the event that something happens which is out of our control. Where possible, we will notify you of scheduled maintenance or other system outages in advance and will try to schedule such occurrences outside of peak business hours. 

3.9 It should be noted that our Service and Membership Platform combine our own proprietary Products with a range of third-party service features through the use of web services and APIs (application Project interfaces). Given that these third party features are out of our control, we cannot guarantee their availability. If a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to use that feature in our Membership Platform and, as a result, cease to make that particular feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation. We will always endeavour to provide you with the best value and user features within the Membership Platform. 

4. User Account 

4.1 To use our Service and Membership Platform, we require you to create a user account. 

4.2 When you register and activate an account, you may provide us with personal information such as your name, email address, and telephone number and information relating to your business via our Membership Platform. You must ensure that this information is accurate and current. We will handle all personal information that we collect from you in accordance with our Privacy Policy. 

4.3 When you register and activate an account, we will issue you a unique user identification credential used in combination with a unique password to access our Service and Membership Platform. This is referred to as your “UserID”. 

4.4 Each user account will be personal to the user. That being the case, if you have staff that you would like to have access to our Service and Membership Platform (referred to as “Authorised Users”), each Authorised User will be required to be registered with their own UserID and unique password. 

4.5 You will not allow our Service and Membership Platform to be used by any person except Authorised Users. 

4.6 You and each Authorised User are responsible for keeping your UserID and password secure and are responsible for all use and activity carried out under the User Account. 

Clients Specific Terms 

Responsibilities to us 

5. Plans and Products 

5.1 We offer advertisements / ‘creatives’ of services, in our Affiliate Platform (referred to as “Banners”) for Affiliates to use to promote our Products.

5.2 When completing a Product and Service listing through our Service and Membership Platform in the interests of receiving the most benefit, you must: 

(a) Provide complete and accurate information; 

(b) Be honest about what you do know, and don’t know; 

(c) Provide any other pertinent information requested by us. 

5.3 You are responsible for keeping your Product and Service information up to date. 

6. Subscription and Commission Fees 

6.1 These will always be promoted on the website unless separately agreed in writing. We will charge you subscription and commission fees for the use of our Services and Membership Platform (referred to as “Subscription Fees” and "Commission Fees"). We will only charge you Subscription and Commission Fees for which you have agreed to pay based on the features and modules included in our Membership Platform. 

6.2 You must pay Q-Trader in accordance with the terms of "Subscription Fees" and "Commission Fees" in the manner specified in clause 7 below. 

6.3 Unless stated otherwise, Fees are expressed in New Zealand dollars and include GST (the Party is obligated to pay any Taxes if required). 

7. Payment 

7.1 Our payment gateway will prompt you to make payment of our Subscription and Commission Fees when required. We require you to pay all fees into our bank account or trust account respectfully. From there, we will pass the Affiliate Commission from the Subscription Fees and Commission Fees to the Affiliate. You must not pay the Affiliate direct. 

7.2 In handling preapproved deals, Q-Marketplace may act as payment agent for Clients. By using our Service and Membership Platform, we could act as the payment agent for the purpose of receipting preapproved deal income into our bank or trust account and pass that income less Fees, on to our Clients.

7.3 All payments required to be paid by you must be paid: 

(a) on or prior to the relevant due date; 

(b) by means expressly approved and/or provided by us. 

8. Default 

8.1 Our Membership Platform relies upon prompt payment in order to ensure trust, fairness and confidence between Members. 

8.2 If payment is not made on the date required by us, then we may charge default interest on the amount unpaid at the rate of 15% per annum. The interest will be calculated on a daily basis from the date payment was due until the date payment is received. Should we fail or delay charging interest on any unpaid fees or to exercise any of our rights, we do not waive those rights. You will also be liable to pay all expenses and legal costs incurred by us as a result of your default in payment. 

8.3 If payment is outstanding for 7 days from the relevant date it is due, we may suspend providing you with our Service and access to our Membership Platform until the date of payment in full. 

Responsibilities to the Affiliate  

These terms apply to your relationship with the Affiliate during an Engagement. 

9. Engagement

9.1 When an Engagement is created through our Membership Platform, either by the Affiliate (or an appointed Affiliate), to provide the services described in our Products on the terms we set out on our website (for example, based on specific timeframes, for the specific features set out in our Products page) and otherwise in accordance with the general obligations in these Terms. 

9.2 We provide our own Affiliate agreement with the Affiliate in addition to these specific terms between you and Q-Trader.

10. Nature of Engagement 

10.1 You agree that your relationship with the Affiliate is that of Affiliates and Client. 

10.2 You may engage in other deals and offer assignments during the term of the Engagement, provided that you must not conflict with existing responsibilities in relation to the active Engagement. 

11. Fees 

11.1 Q-Trader will pay the Affiliate Commissions as per our Affiliate Agreement.

12. Ownership of Intellectual Property 

12.1 In respect of intellectual property used in or arising from the Engagement: 

(a) All pre-existing intellectual property resides with the owner of that intellectual property as at the date the Engagement commences. 

(b) Unless we agree otherwise with the Client, all new intellectual property created or arising out of the Engagement becomes the property of Q-Trader automatically on creation. 

13. Termination 

13.1 The Engagement will automatically terminate once the Engagement has been completed. 

13.2 If the Client fails to fulfil his or her obligations under these Terms or as made clear in a Product description, and fails to remedy the failure within a reasonable time after Q-Trader notifies the Client of the failure and how it can be remedied, we may terminate the Engagement without further notice. 

13.3 Any termination of an Engagement will be without prejudice to the rights of either party against the other which may have accrued up to the date of such termination and any other remedies at law. 

Affiliate Specific Terms 

Responsibilities to us 

14. True and correct information 

14.1 If providing Engagement and supportive Deal and Offer services within our Membership Platform and Service, we rely on you to always provide honest, true and correct information about the Engagement. You must always provide true and correct information about yourself, which includes any conflicts of interest, the obligation to disclose anything relevant to your suitability for a particular Engagement, or your general skills and experience. 

14.2 You are responsible for keeping your information on our Affiliate Platform up to date. 

15. Payment 

15.1 You acknowledge and agree that when you receive payments from us, those payments are made by us as payment agent for the relevant Clients and in relation to the relevant Engagement. What that means is that you are being paid for your services by the Clients and not by us. 

15.2 You agree that we are not liable to you in any way to make payment for services you provide to Clients in relation to an Engagement. Your sole remedy is to seek payment from the Clients direct. 

15.3 As an Affiliate you are fully responsible for your own fiscal responsibilities to the state.

Responsibilities to the Client 

These Terms apply to your relationship with the Clients during an Engagement. 

16. Availability 

16.1 By using the Membership Platform and Service, you will use your best endeavours to promptly reply to any offer of Engagement that you are given by Q-Trader. 

17. Appointment 

17. By accepting a Project and agreeing to provide your services in relation to an Engagement, you agree to provide the services described in the Project on the terms set out in the Project (for example, accurate descriptions, up to date valuations, specific timeframes, for the specific modules set out in your Project) and otherwise in accordance with the general obligations in these Terms. 

18. Standard of services 

18.1 When providing services to Clients, you must do so: 

(a) in accordance with Q-Trader features and support including the Clients’ reasonable instructions; 

(b) in a thorough, professional, timely and competent manner exercising the degree of care, diligence, skill and judgement expected of an Agent providing the same or similar services; and 

(c) in accordance with all relevant health and safety legislation and any health and safety practices or policies. 

19. Nature of Engagement 

19.1 You agree that your relationship with the Client is that of Affiliate and Client, and not Supplier and Client. 

19.2 You are entirely responsible for all taxation, accident compensation levies, public liability insurance, and all other expenses relating to the provision of services to Clients. 

19.3 You may not assign your rights or obligations arising from an Engagement or subcontract all or part of the work required by an Engagement without the consent of Q-Trader. 

20. Confidentiality 

20.1 You agree that during the term of the Engagement and after its termination, you will not divulge any information concerning the business, financial matters, transactions or affairs of the Client, to any person other than in the proper course of the Engagement. 

20.2 You will treat all information obtained from and about the Client as confidential and will not divulge it to any third party other than with the consent of the Client. 

21. Ownership of Intellectual Property 

21.1 In respect of intellectual property used in or arising from the Engagement: 

(a) All pre-existing intellectual property resides with the owner of that intellectual property as at the date the Engagement commences. 

(b) Unless Q-Trader agrees otherwise with the Client, all new intellectual property created or arising out of the Engagement becomes the property of Q-Trader automatically on creation. 

22. Health and safety 

22.1 You must take all reasonable care to ensure your health and safety and the health and safety of any other persons in the workplace. 

22.2 You acknowledge that the Clients may, at any time, require you to stop work where it deems there is a risk to health and safety and may, if it considers your performance of services through an Engagement is giving rise to unacceptable health and safety risks, terminate your Engagement with immediate effect. 

23. Termination 

23.1 The Engagement will automatically terminate once the Engagement has been completed. 

23.2 If you fail to fulfil your obligations under these Terms or as made clear in a Project, and fail to remedy the failure within a reasonable time after you are notified by Q-Trader of the failure and how it can be remedied, Q-Trader may terminate your Engagement without further notice. 

23.3 We may terminate an Engagement if the Client fails to pay when due. 

23.4 Any termination of an Engagement will be without prejudice to the rights of either party against the other which may have accrued up to the date of such termination and any other remedies at law.. 

General Terms 

24. Exclusivity 

24.1 You do not need to exclusively use our Service and Membership Platform to find Clients, or our Affiliates to act as agents. However, you may not under any circumstances contact another Member (whether an Affiliate or a Client), by any means either directly or indirectly, with the intention, purpose or effect of encouraging that Member not to use our Service or Membership Platform or to create an Engagement outside of our Membership Platform. By way of example, it is a breach of our Terms to agree between Affiliates and Clients to conduct an initial Engagement through our Membership Platform but then agree to complete Engagement or Project outside of our Membership Platform. If you do so, we can immediately terminate your use of our Affiliate and membership Platform and Services and you must indemnify us and hold us harmless for any loss or expense (including legal costs on a solicitor-Client basis) whatsoever caused by or related to your conduct. 

25. Warranty and Liability 

25.1 You indemnify us against all losses, costs (including legal costs on a full indemnity basis), expenses, demands or liability that we incur arising out of, or in connection with, your use of our Service and Membership Platform. 

25.2 Except as set out in these Terms or as provided in any separate written agreement signed by us, any and all conditions, guarantees, warranties or representations which might otherwise be implied by law, trade, custom or otherwise are expressly excluded to the maximum extent permitted by law. In particular, the Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded. We exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise. 

25.3 We act as an agent in any Engagement between Members. As mentioned in clause 3.1 of these Terms, providing our Membership Platform, we facilitate the provision of Engagements, and we have limited involvement as an agent only, with any Project by any Affiliates. All transactions and other contact between you and other Members is entirely at your risk. We also do not promise that our default terms for Engagements set out above are appropriate in all circumstances. You must use your own business judgement in using our Membership Platform. 

25.4 The clause above means that we have limited responsibility for: 

(a) any Project or services that are offered or provided via our Membership Platform; 

(b) the safety, quality or legality of any Project, or the accuracy or truth of any Projects; 

(c) excluding any guarantees or assurances that an Affiliate has made regarding their advice, qualifications and experience. 

25.5 This also means that we will endeavour to give our best efforts, based on acceptable industry standards: 

(a) that the Product on our Membership Platform (or Engagement arising from it) will meet the industry requirements or expectations; 

(b) that information posted on our Membership Platform, including feedback, is error-free or reliable. 

25.6 Where any part of our Service and Membership Platform is supplied by a third-party Client engaged by us, and that third-party Client causes loss or damage to you in the course of supplying such part of our Service and Membership Platform, we will use reasonable endeavours to recover such loss or damage under any contract between us and the third-party Client. However, you acknowledge and agree that we will not be liable for any loss or damage caused howsoever by that third party Client in relation to our Service and Membership Platform where we are unable to recover such loss or damage from that third party Client for any reason. 

25.7 Our maximum aggregate liability under or in connection with these Terms or relating to our Service and Membership Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any calendar year exceed 50% of the amount of any Subscription Fees paid by you for our Service and Membership Platform in that calendar year. 

26. Posting Policy 

26.1 By providing you with access to our Membership Platform and social media, we allow you to post content on it. 

26.2 You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it. This means we have the right to use your user generated content (UGC) for the purposes of our business in any way we see fit, and without any further notice to you or permission from you or any obligation on our part to pay you any money or provide any other compensation for our use of your UGC. An example of how we may use your UGC is that we may extract or republish your UGC in our marketing materials. 

26.3 You are responsible to us and all relevant third parties for any UGC you upload to our Membership Platform and social media. We are entitled to recover any costs or liability we incur as a result of your UGC, direct from you and you indemnify us accordingly. 

26.4 When using our Membership Platform, you must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our Membership Platform and social media, including but not limited to: 

(a) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals; 

(b) using our Membership Platform or social media to defame or libel us, our employees or other individuals; 

(c) uploading files that contain viruses that may cause damage to our property or the property of other individuals; 

(d) posting or transmitting to our Membership Platform or social media any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security. 

26.5 If we allow you to post any information to our Membership Platform and social media, we have the right to take down this information at our sole discretion and without notice. We take no responsibility and assume no liability for any content posted, stored, transmitted or uploaded to our Membership Platform and social media by you (in the case of your content) or any third party (in the case of any and all content more generally), or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. 

27. Intellectual Property 

27.1 All intellectual property (including without limitation copyright, patent and design rights, drawings, documents, data, ideas, procedures and calculations) which arises out of or in the course of the provision of our Service and Membership Platform is our exclusive property, or the exclusive property of any third party Affiliate engaged by us to undertake the provision of our Service and Membership Platform, unless otherwise agreed in writing. 

27.2 We will retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills and know-how. 

27.3 You must not attribute our Service and Membership Platform to anyone other than us. 

28. Confidentiality 

28.1 You undertake and agree to treat as secret and confidential, and not at any time for any reason, other than for the purpose of the Terms or as required by law, to disclose or permit to be disclosed to any person, or otherwise make use of, or permit to be made use of, any information relating to our technical processes, trademarks, business affairs or finances or of any suppliers, Affiliates, distributors, licensees or Clients of ours where such knowledge or details were received during the period you are a Member. 

29. Prohibited Activities 

29.1 To allow our Service and Membership Platform to operate as intended, we would like to ensure that you do not: 

(a) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on our Membership Platform in any way that is inconsistent with our Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties; 

(b) contact another Member for any purpose other than asking a question related to your own Project, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval; 

(c) request, accept or make any payment to an Affiliate outside of our Membership Platform. If you do so, you acknowledge and agree that you: 

(i) would be in breach of these Terms; and 

(ii) will pay us what the Fee would have been had the engagement been through our Membership Platform. 

(d) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour; 

(e) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of our Membership Platform. 

30. Termination 

30.1 Use of our Service and Membership Platform is a benefit and not a right. That being the case, if we have reasonable grounds to believe: 

(a) you are in material breach of these Terms or any of our other policies; 

(b) you have committed an act of bankruptcy or are placed into liquidation; or 

(c) a receiver or manager has been appointed in respect or any part or the whole of your assets; 

we may immediately terminate these Terms by notice in writing to you. 

30.2 Termination or cancellation of your use of our Service and Membership Platform will not affect the rights, powers, remedies, obligations, duties and liabilities of either party which have accrued before termination. 

30.3 If we do decide to terminate your use of our Service and Membership Platform, you must not apply for a new account as unfortunately you will no longer be welcome. 

31. Privacy of Information and Authorisations 

31.1 By using our Service or Membership Platform, you authorise us to collect, retain and use information about you in accordance with our Privacy Policy. 

31.2 You agree to provide us with any consents we require to enable us to access any third party data, services or Membership Platforms to the extent we require such access to enable the proper provision of our Service and Membership Platform under these Terms. 

32. Disputes with other Members 

32.1 You agree to try to resolve any disputes you have with other Members directly with them. 

32.2 We do try to offer help and information where we can, but please keep in mind that if we are not a party in any Engagement between you and another Member, there’s only so much we can do. 

32.3 Because we care about our Members’ privacy, if you’re taking a dispute with another Member to the Disputes Tribunal or other tribunal or committee, we will only release that Member’s details if you sign a statutory declaration. We can provide you with a statutory declaration form if you need one. See our privacy policy for more information. 

32.4 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who: 

(a) engages in offensive, violent or sexually inappropriate behaviour, 

(b) you suspect of stealing from you, or 

(c) engages in any other disturbing conduct, 

you should immediately report such person to the appropriate authorities and then to us by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any). 

33. Disputes with us 

33.1 If you have a dispute with us, please get in touch and we’ll try to resolve it informally. If we haven’t been able to resolve a dispute informally, either party can look to resolve a dispute or seek any remedy available through any legal method available. 

33.2 The Commerce Commission is responsible for enforcing a number of consumer laws, including the Fair Trading Act (which prohibits false and misleading behaviour). If you have a complaint about us or our Membership Platform being misleading, you can refer it to the Commission. 

34. General 

34.1 We reserve the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on our Membership Platform and update the “Last Updated” date at the bottom of these Terms. If you disagree with the revised Terms, you should cease using our Membership Platform. If you continue to use our Service and Membership Platform after the date the revised Terms become effective, your continued access to and use of our Service and Membership Platform will constitute acceptance of the revised Terms. 

34.2 You must pay us costs (including legal costs, as between solicitor and Client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms. 

34.3 If any of these Terms is held to be invalid, void, unenforceable or illegal for any reason, such provision must be deemed to be severed from these Terms and the remaining provisions must continue in force. 

34.4 A failure or delay in enforcing a right pursuant to these Terms is not a waiver of that right. Any waiver must be in writing and signed by the party granting the waiver. 

34.5 You must not assign or subcontract any of your rights, powers or obligations under these Terms without our prior written consent. 

34.6 We are not liable to you for any defect, loss, damage or delay caused by unforeseeable circumstances outside of our control. 

34.7 These Terms will be governed by the laws of New Zealand and are subject to the exclusive jurisdiction of the courts of New Zealand. 

34.8 These Terms apply in preference to any terms supplied by you. Except as may be set out in a separate written and signed agreement between you and us, these Terms represent the entire agreement of the parties in relation to the supply of our Service and Membership Platform