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Terms of Trade (New Zealand)

Terms of Trade (New Zealand)

  1. Definitions
    1. In these terms:Carrier means a carrier that provides Freight Services.
      Freight Services means the freight services provided to you by a Carrier, with those services being available to be booked using the System.
      Intellectual Property means all intellectual property, including (but not limited to) copyright, software, trade marks, or any other intellectual property prepared or created by SweetSpot in relation to the Products or Services.
      Products means products supplied by us to you.
      Proposal has the meaning given at clause 4.3.
      Services means services supplied by us to you, including the online provision the System, together with maintenance and full training in relation to the System.
      System means SweetSpot’s freight optimisation software which enables you to book and manage Freight Services, and to monitor the status of those Freight Services.
      SweetSpot or GoSweetSpot, we, our, or us means SweetSpot Group Limited.
      You or your means the customer we supply Products and/or Services to under these terms.
  2. Acceptance
    1. These terms, and our Proposal, apply to our current and future supply of Products and Services to you except to the extent we agree with you otherwise in writing. You will be deemed to have accepted these terms, and our Proposal, by continuing to order Products and Services from us.
  3. Account
    1. You will be required to create an account in order to access the System.
    2. During the registration process, you will be required to provide us with certain required information. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. SweetSpot reserves the right to suspend or terminate a Customer’s account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
    3. You are responsible for:
      1. safeguarding your password(s); and
      2. ensuring that only appropriate and authorised individuals are given access to your account.
    4. If SweetSpot has reason to suspect that you are in breach of these terms, or that there has been unauthorised access to your account, we reserve the right to immediately terminate, cancel or suspend your account and the application of these terms.
  4. Services and Product orders
    1. We agree to provide the Services in accordance with these terms.
    2. You may order Products from us via your online account or any other method agreed with us.
    3. An agreement relating to the initial performance of the Services and/or supply of any Products will only be formed once SweetSpot has provided its pricing proposal (Proposal) to you in relation to the relevant Products or Services.
  5. Freight Services
    1. You acknowledge and agree that you will be bound by, and will comply with, the relevant Carrier’s terms and conditions of carriage in relation to any Freight Services requested by you on the System, provided that payment for the Freight Services will be collected by us in accordance with our terms.
    2. The terms and conditions of carriage for our partner Carriers can be found here.
    3. To the extent that there is any conflict between a Carrier’s terms and conditions of carriage and these terms, these terms will prevail.
    4. By booking Freight Services using our System, you will be deemed to have accepted the relevant Carrier’s terms and conditions of carriage.
    5. We will not be liable to you for any reason relating to the Freight Services performed by the Carrier and you cannot reduce or withhold payment to us because a Carrier has not carried out its obligations to you in relation to the Freight Services.
    6. If you have any concerns in relation to the provision of Freight Services by a Carrier, these concerns must be raised directly with the Carrier.
  6. Price
    1. The price for the Services, Freight Services, and Products will be specified in the Proposal. SweetSpot reserves the right to amend its prices from time-to-time. Changes to the prices will be effective when notified to you using the email address that we hold on file for you.
    2. An Annual General Increase applies on the 1st July for NZ Post, Castle Parcels, NOW Couriers, NZ Couriers and Post Haste Couriers. 1st of November for Mainstream. 1st Jan for FedEx. These days may change time-to-time.
    3. All prices are in New Zealand dollars, unless stated otherwise.
    4. GST will be added on all applicable transactions.
    5. A delivery charge may be payable in addition to the price of the Products.
  7. Payment
    1. We will invoice you for the:
      1. fees for the Services and Freight Services on a monthly basis.
      2. price of the Products and any delivery charges on receipt of your order.
    2. You must pay our invoice in full on or before the 20th day of the month following the date of our invoice. However, we may withdraw this provision of credit and withhold the delivery of Products to you until payment has been made if we consider at any time that your creditworthiness is unsatisfactory.
    3. In the event that these terms are terminated (for any reason) in accordance with clause 12, then any unpaid invoices must be paid within seven days of the date of termination.
    4. If you do not pay any invoice when due, then (without prejudice to any other rights we may have) we may:
      1. charge the greater of:
        1. interest at the rate of 3% of the outstanding amount (charged fortnightly) until payment is made in full; or
        2. $50 (charged fortnightly) until payment is made in full;
      2. charge you any collection costs and legal costs on a solicitor/own client basis; and/or
      3. suspend the supply of further Products or Services to you under clause 13.1a.
    5. For the avoidance of doubt, any claim you have or may have against a Carrier in relation to the Freight Services does not relieve you of your obligation to make payment of our invoices in accordance with this clause 7.
  8. Customer Information
    1. GoSweetSpot will only use the personal information of the Customer’s clients for purposes required by law or permitted by our agreements with you. We will treat all personal information of Customer’s clients as confidential.
    2. The parties agree that, if a Customer’s client becomes a registered user of the GoSweetSpot mobile app or website, nothing in these terms will prohibit GoSweetSpot from contacting or engaging directly with that client (including, but not limited to, in relation to their registration on our mobile app and/or website, transactions that the client undertakes through our mobile app and/or website and for promoting our services).
  9. Delivery and Risk
    1. All Products supplied by us will remain our property until all amounts owing under these terms have been paid in full.
    2. We may register our security interest created under clause 8.1 over Products supplied to you under the Personal Property Securities Act 1999 (PPSA).
    3. You agree that you will have no rights under the following sections of the PPSA: 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134.
    4. You waive your right under the PPSA to receive a copy of any verification statement.
    5. We will endeavour to dispatch, or procure the dispatch of, the Products to the physical address supplied by you as soon as possible once your order is complete.
    6. If we provide you with an estimated delivery date, we will not be liable for any loss or damage suffered by you or any other person for failure to deliver the Products by that date.
    7. Risk of any loss or damage to the Products passes to you once the Products have been delivered to the address supplied by you.
  10. Warranty
    1. The Products purchased by you may be covered by a manufacturer warranty (Warranty).
    2. If the Products purchased by you are covered by a Warranty we will provide you with a Warranty certificate.
    3. We will notify you of the specific inspection requirements for the Products purchased by you when we provide you with the Warranty certificate.
  11. Intellectual Property
    1. You agree that all Intellectual Property shall be and remain owned by SweetSpot at all times, including following the termination of these terms.
    2. You grant to SweetSpot a licence to use your name and logo in relation to our provision of Services. This may include displaying your logo on our website.
  12. Liability
    1. If you are a ‘consumer’ (as that term is defined in the Consumer Guarantees Act 1993), then nothing in these terms limits any rights you have in relation to the supply of Products or Services to you under the Consumer Guarantees Act 1993.
    2. If you are business acquiring the Products or Services for the purposes of your business, you agree that the Consumer Guarantees Act 1993 will not apply in relation to the supply of Products or Services to you.
    3. To the extent permitted by law:
      1. If we are liable to you for any reason our liability will be limited, at our discretion:
        1. In relation to the supply of Products, to the re-supply of the Products, the repair of the Products, or an amount equal to the price paid by you for the Products.
        2. In relation to the supply of the Services, to the re-supply of those Services or an amount equal to the fees paid by you for those Services.
      2. We will not be liable for any loss of profits or any indirect or consequential loss or damage arising out of these terms or our dealings with you.
  13. Disclaimer
    1. We do not warrant that:
      1. any tracking information provided on the System is free from errors or reliable.
      2. the System will always be available or be uninterrupted.
      3. the System will be secure or free from bugs or viruses.
  14. Suspension or Termination
    1. We may suspend the supply of Products or Services to you if:
      1. you do not pay any invoice when due;
      2. any credit limit we have agreed to grant you is or is likely to be exceeded;
      3. we have any concerns about your creditworthiness; or
      4. we otherwise determine that it is necessary to suspend the supply of Products or Services to you.
    2. Either party may terminate our agreement for any reason by giving 30 days’ written notice of termination to the other party.
    3. Our agreement may be terminated immediately by either party giving written notice to the other as a result of:
      1. the other party’s default under these terms; or
      2. the other party becoming insolvent, or being subject to the appointment of a receiver, manager, liquidator, or statutory manager, or committing an act of bankruptcy, or making a scheme of arrangement with its creditors.
  15. Variation of terms
    1. We may amend these terms from time to time by giving you notice in writing. Any amendment to these terms will apply to any subsequent orders of Products or Services made by you after we notify you of the amended terms.
  16. No Waiver
    1. We will not be deemed to have waived any right under these terms unless the waiver is in writing and signed by us. A failure to exercise or delay in exercising any right by us under these terms will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in these terms.
  17. No Assignment
    1. You may not assign or transfer any of your rights or obligations under these terms without our prior written consent.
  18. Governing Law and Jurisdiction
    1. New Zealand law will apply and New Zealand courts will have jurisdiction in relation to these terms, and any claims arising out of any transaction between you and us.
  19. This document was last updated on 16/03/2022.

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