Merchant Terms

KIWI KOUPON MERCHANT TERMS

This document sets out the terms on which Kiwi Koupon Limited will offer coupons for discounts or other deals on a Merchant’s goods and services (known as a “Koupon”) to customers via the Kiwi Koupon website http://www.kiwikoupon.nz and other sales platforms.

Kiwi Koupon reserves the right to update, change or replace any part of these Terms from time to time by posting updates and/or changes to our website. It is your responsibility to check this page regularly for changes. Changes will not affect Unredeemed Koupons. When a Merchant submits a Koupon Management Form, the version of these Terms then in force applies.

DEFINITIONS AND INTERPRETATION

1.1 In these Terms:

(a) Confidential Information means any confidential information which Kiwi Koupon or the Merchant (Discloser) discloses to the other (Recipient) in connection with Kiwi Koupon’s business, including Kiwi Koupon’s pricing and the personal information of Kiwi Koupon’s customers;
(b) Expired means the Koupon has not been Redeemed by the last possible time on the Expiry Date;
(c) Expiry Date means the date stated on the Koupon as the date by which the Koupon must be Redeemed;
(d) Kiwi Koupon, we, us, our and like terms means Kiwi Koupon Limited, company number 7952016, with its registered office at 41 Kentwood Drive, Woodridge, Wellington, 6037 Email: merchant@kiwikoupon.nz
(e)Koupon is a voucher that entitles a customer to a discount or other deals on a Merchant’s goods or services;
(f)1 Koupon Create Form means the form to be completed by the Merchant to request a new Koupon offer
(f)2 Koupon Edit Form means the form to be completed by the Merchant to edit or amend an existing Koupon offer, cancel Koupons that have not yet been purchased, or cancel its agreement with Kiwi Koupon;
(g) Merchant, you, your and like terms means the Merchant that has engaged Kiwi Koupon to offer for sale Koupons for the Merchant’s goods or services;
(h) Purchase Date means the date on which a customer purchases a Koupon;
(i) Redeemed means a Koupon has been used by the customer or the Koupon has expired;
(j) Redemption Status means whether a Koupon is Unredeemed or has been Redeemed;
(k) Unredeemed means a Koupon has not yet been Redeemed and has not yet Expired;
(l) Website means Kiwi Koupon’s website at http://www.kiwikoupon.nz

1.2 The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

KIWI KOUPON SERVICES

2.1 Kiwi Koupon from time to time offers Koupons for sale to customers on the Website (and may from time to time offer Koupons for sale via other sales platforms).

2.2 A Merchant may, from time to time, request Kiwi Koupon to offer Koupons for the Merchant’s goods or services, by completing and submitting a Koupon Management Form.

2.3 Whether Kiwi Koupon accepts a Koupon Management Form is a matter for Kiwi Koupon in its sole discretion.

2.4 Where Kiwi Koupon agrees to accept the Merchant’s request set out in a Koupon Management Form, Kiwi Koupon will offer the Merchant’s Koupons for sale to customers in accordance with the terms specified in the Koupon Management Form and these Terms.

2.5 You are responsible for:

(a) the accuracy of the content you enter in a Koupon Management Form; and
(b) ensuring that the details of the discount or other deal you request be offered in a Koupon comply with all applicable law, including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.

2.6 While Kiwi Koupon may check the details in a Koupon Management Form with you before offering a Koupon, it is under no obligation to do so. Kiwi Koupon accepts no responsibility for your goods or services or the discount or other deal you specify in a Koupon Management Form.

2.7 If you discover an error or omission in a Koupon offer for your goods and services, please notify Kiwi Koupon immediately so that Kiwi Koupon can correct such error or omission.

2.8 A Merchant is not obliged to submit any, or a minimum number of, Koupon Management Forms.

HOW KOUPONS WORK

3.1 Each week, we will offer Koupons for sale to our customers.

3.2 A customer wishing to purchase a Koupon must create an online account, select the Koupon they wish to purchase, and pay for the Koupon by credit card.

3.3 The Koupon will be delivered to the customer’s device. Koupon notification will be sent to the merchant upon the purchase of a Koupon, as well as a daily summary report.

3.4 When the customer wishes to redeem the Koupon in accordance with its terms, the customer must either show their Koupon, give their name, or use their order number (either on the customer’s device or by paper copy) to the Merchant in person at arrival, payment or over the phone.

3.5 The Merchant must follow our procedures for fulfilling a Koupon, as notified by us to the Merchant from time to time. The current procedure is verifying the guest name, order number, or sighting their Koupon on a device and honouring the Koupon in accordance with its terms.

WITHDRAWING A KOUPON OFFER OR BLACKING OUT A TIME SLOT

4.1 If a Merchant wishes Kiwi Koupon to modify a Koupon offer before the end of the duration selected in the Create a New Koupon Form, the Merchant should submit a Koupon Edit form located by hyperlink in your daily summary email report.

4.2 Kiwi Koupon will not unreasonably withhold its consent to a request by a Merchant pursuant to clause 4.1. It will be reasonable for Kiwi Koupon to withhold its consent if, among other reasons:

(a) the Merchant’s Koupon offer has been widely advertised by Kiwi Koupon;
(b) withdrawing the Koupon offer would constitute a breach of Kiwi Koupons’ customer terms and conditions.

4.3 Withdrawal of a Koupon offer will not affect Unredeemed Koupons, and you must continue to honour those Unredeemed Koupons in accordance with their terms.

PAYMENT TERMS

5.1 Unlike other third-party deal sites, Kiwi Koupon does not charge the Merchant for offering a Koupon.

5.2 If you request a marketing extra in Section H of the Koupon Management Form, you must pay the applicable fee on receipt of Kiwi Koupon’s invoice. Kiwi Koupon will provide the marketing extra from the Monday following receipt of payment.

INTELLECTUAL PROPERTY

6.1 The Merchant hereby grants to Kiwi Koupon a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use the Merchant’s logo, branding, basic store information, and approved photos (Branding) to promote offers of Koupons for the Merchant’s goods or services.

6.2 The Merchant shall supply any Branding to Kiwi Koupon in such format as Kiwi Koupon requests.

6.3 The Merchant represents and warrants that it has the right to grant the limited license of the Branding to Kiwi Koupon, and the Branding will not violate the intellectual property rights of any third party.

6.4 The license of the Branding automatically terminates when this agreement terminates.

TERMINATION

7.1 You or we may terminate our agreement at any time, for any reason, by giving notice. You can use a Koupon Management Form to give us that notice.

7.2 Our agreement will terminate automatically if you become insolvent or are declared bankrupt or are placed in receivership or liquidation, or if any like event occurs.

7.3 You may terminate and close your Account with us at any time. Termination by you will not affect any Koupons you have purchased.

7.4 Termination of this agreement by you will not affect any Unredeemed Koupons and you must continue to honour those Unredeemed Koupons in accordance with their terms.

7.5 Termination of this agreement by us will not affect any Unredeemed Koupons unless termination is due to your breach of these Terms or pursuant to clause 7.2, in which case Kiwi Koupon may elect to cancel and refund the Unredeemed Koupon.

CONFIDENTIALITY

8.1 Where you are the Recipient of Confidential Information from us, you agree that except as permitted by this clause 8, you will keep confidential, and not use for your own benefit, any Confidential Information which comes into your possession.

8.2 Clause 8.1 does not apply to disclosure or use of the Confidential Information:

(a) in connection with offering or redeeming Koupons;
(b) to professional advisers;
(c) required by law;
(d) to which the Discloser agrees in writing.

8.3 Without limiting clause 8.1, the Merchant must not use a Kiwi Koupon customer’s personal information except in connection with redeeming a Koupon, or as permitted by the customer.

CUSTOMER CLAIMS

9.1 You agree to indemnify Kiwi Koupon from any loss, cost or expense (including reasonable solicitors’ fees) arising from or out of any claim or demand brought by a Kiwi Koupon customer resulting from:

(a) your failure to honour an Unredeemed Koupon in accordance with its terms;
(b) your failure to honour the terms of any Koupon, where the terms of the Koupon are consistent with your completed Koupon Management Form;
(c) any issue with the goods or services you supplied to the customer, including any failure to comply with the Consumer Guarantees Act 1993;
(d) any other breach by you of these Terms.

9.2 We agree to indemnify you from any loss, cost or expense (including reasonable solicitors’ fees) arising from or out of any claim or demand brought by a Kiwi Koupon customer resulting from:

(a) an error in the terms of any Koupon, where the terms of the Koupon are different to those in your completed Koupon Management Form; and
(b) any other breach by us of these Terms.

LIABILITY

10.1 Neither of us is liable for any loss:

(a) to the extent that it was caused or contributed to by the party claiming it has suffered the loss;
(b) to the extent the party claiming it has suffered the loss has failed to take reasonable steps to avoid or minimise the loss;
(c) unless the party claiming it has suffered the loss notifies its claim within 60 days of the date the claim arose.

10.2 To the extent permitted by law, our liability to you is limited to $2,500 for any event or series of related events.

10.3 Except in relation to customer claims in clause 9, neither you nor we will be liable for any consequential loss or damage of any kind whether direct or indirect, including without limitation loss of profits, business, anticipated savings or any financial loss.

NOTICES

11.1 A notice shall be deemed to have been validly given if it is in writing (which includes e-mail) and is sent to the relevant party at any address or email recorded on that party’s Account or subsequently notified by either party to the other in writing and shall be deemed to have been duly given or made:

(a) If by mail, on the second working day after being posted by mail correctly addressed and stamped;
(b) If by hand, on personal delivery to the recipient or to such address; and
(c) If by email, when transmitted to the correct email address with no indication of the incomplete transmission to such address.

11.2 If a notice is given by hand or email after 5pm on a working day or on a day which is not a working day it shall be deemed to have been received at 9am on the next following day.

GENERAL

12.1 Waiver: If you or we fail to enforce our rights under these Terms, that will not prevent you or us from taking further action.

12.2 Severability: If any clause, or part of a clause, in these Terms is found to be unfair or unenforceable, it will be severed from these Terms, and the remaining Terms will continue to apply

12.3 Force Majeure: Neither Party to this Agreement is liable for failures or delays in performance of its obligations under these Terms due to any cause or circumstances beyond its control.

12.4 Assignment: We may transfer our agreement with you without notice although, if possible, we will give you notice in advance. You may not transfer your obligations in respect of any Unredeemed Koupons except with our prior written consent.

12.5 Governing law: New Zealand law applies to these Terms and our Koupons.

12.6 Entire agreement: These Terms constitute the entire agreement between you and us in relation to the offer and sale of Koupons. No modification of these Terms is valid unless expressly made in writing.