By accessing and using:
(a) www.pitchme.nz (the Website); and
Each Seller acknowledges and agrees that, where it has agreed to these Terms via the Website (via
a clickbox or clickwrap or other method of indicating its agreement via the Website):
(a) such method of acceptance is fully effective, accepted and agreed by the Seller, including for the purposes of Part 4 of the Contract and Commercial Law Act 2017 (CCLA); and
(b) it has read and understood these Terms and has had a full opportunity to review, consider, receive advice (including legal advice), comment on and negotiate amendments to these Terms prior to agreeing to and accepting them.
Use of the Website and Platform
Sellers may only use the Website and Platform strictly in accordance with these Terms.
All rights not expressly granted to Sellers in these Terms are expressly reserved by Pitch Me Limited
(company number 3471154) (the Company).
Any Seller that does not agree to these Terms is not authorised to access and use the Website and
Platform and must immediately cease doing so.
Payment of Fees
Each Seller must pay (or procure payment of) the applicable fees for its use of the Platform, for the
relevant period, as specifically required on the Website or as otherwise agreed in writing with the
Company (the Fees).
Changes to the Fees
The Company may, at its sole and absolute discretion, change the Fees at the end of any service period
that a Seller has selected or agreed to via the Website.
Cancellation by a Seller
If a Seller wishes to cancel its account with the Company, that Seller can do so by emailing the
Company notice of cancellation via the Website.
Any Fees already paid by that Seller will be non-refundable in the event of a cancellation by the Seller (except where agreed otherwise in writing between the Seller and the Company).
Cancellation by the Company
The Company shall be entitled to cancel these Terms in respect of any Seller, by giving notice to that
Seller (including via the Website and/or the Platform), if that Seller breaches any of these Terms.
On a cancellation under clause 7.1 , any Fees already paid by the Seller will be non-refundable (except
where agreed otherwise in writing between the Seller and the Company).
Upon registering to use the Company's products and/or services via the Website and Platform, all Sellers agree to:
(a) provide true, accurate, current and complete information about themselves as prompted by
the Website or Platform (as applicable) (Seller Information); and
(b) promptly notify the Company, via the Website, of any changes to their Seller Information in order to ensure that it remains true, accurate, current and complete.
Each Seller will be fully responsible and liable for any and all of its content that is published (or
authorised for publication) on the Website and/or the Platform.
The Company shall not be liable for any content, warranties, representations, statements, services,
products or other information or data that is published (or authorised for publication) by the Seller on the Website and/or the Platform or on any other social media or other platform to which such information is posted.
It shall be the Seller’s responsibility and liability to ensure that any script that it uses or adopts on the
Website and/or the Platform (whether or not provided or contributed to by the Company) is true and correct in all respects.
The Company reserves the right to remove any content posted to the Website and/or the Platform by any Seller that it considers (in its sole and absolute discretion) to be offensive, objectionable, that
contains false, incorrect, misleading or deceptive information (or potentially false, incorrect, misleading or deceptive information) or that is otherwise unlawful in any respect.
Each Seller acknowledges and agrees that any information contained on or made available through
the Website and/or the Platform is not intended to be, and does not constitute, advice from the
Company or an endorsement of any kind.
The Company shall not be obliged to provide any archive video or still footage after a publication has been made, whether it is on the Website or any other social media or other platform.
No Illegal Use
No Seller may use the Website and/or the Platform for any illegal purpose or any purpose not expressly authorised in writing by the Company, or post any information or data that is in breach of any confidentiality obligation, copyright, trade mark or other intellectual property, proprietary or legal rights of any person or entity.
In using the Website and Platform, each Seller will comply with all applicable laws and regulations,
including with respect to the marketing and sale of its products and services.
No Malicious Use
Sellers must not use the Website and/or the Platform for any malicious means or abuse, harass, threaten, intimidate or impersonate any person or entity.
Sellers must not introduce (or cause the introduction of) any virus, spyware or other similar feature
that in any way compromises or may compromise the Website and/or the Platform.
Sellers may only access the Website and Platform through standard means as approved in writing by
the Company, and not via methods such as scraping, data mining, the use of a robot or spider,
automation or any similar method of extraction or monitoring.
Use by other Persons and Entities
Any person or entity that accesses and uses the Website and/or the Platform on behalf of or via another
Seller, including all directors, officers, employees, independent contractors, agents and/or representatives of any Seller that have been granted access by that Seller, irrevocably confirms that he, she or it is fully authorised to do so by that Seller and agrees to these Terms in all respects.
Subject to clause 16.2 , all Sellers agree that the Company owns all of the intellectual property existing
in respect of the Website and the Platform (and all improvements to the same).
Each Seller will retain the intellectual property in the relevant product or service which they are
advertising via the Website and the Platform (provided that this shall grant them no intellectual
property rights in the Website and the Platform itself).
The Company takes no responsibility and shall not be liable for the use or misuse by any person or entity of the Seller’s intellectual property as a result of the Seller using the Website and the Platform.
The Website and Platform are provided on an “as is where is” basis, and accordingly all implied warranties and representations (whether under statute, common law or otherwise) that might apply to or otherwise arise out of these Terms are hereby expressly excluded by the Company to the fullest
extent permitted by law.
Each Seller hereby warrants and represents that:
all information, facts, statements, data and details relating to the Seller or its products and services
that are provided to the Company, including in the brief submitted to the Company as prompted via the Website, are true, accurate and correct in all respects and not misleading or deceptive in any respect;
all information, facts, statements, data and details relating to that Seller’s products and services that are published, or to be published, on the Website and Platform are true, accurate and correct in all respects and not misleading or deceptive in any respect;
it fully owns all intellectual property in the products and services that will be published on the
Website and Platform or is otherwise fully and validly licensed by the relevant owner to effect
the publication in accordance with these Terms and at law;
it has full power and authority to enter into these Terms;
all authorisations and approvals that are necessary or required in connection with the Seller’s entry into these Terms, and the assumption of rights and obligations under these Terms, have been obtained or effected; and
the entry into and performance of these Terms by the Seller does not constitute a breach of any law or obligation and will not cause or result in any default or breach under any other agreement or arrangement by which it is bound and which would prevent the Seller from entering into or performing its obligations under these Terms.
Each Seller agrees that, for the purposes of section 37(2)(a) of the CCLA, the Company is entering
into these Terms with the Seller on the basis of, and in reliance on, the warranties and
representation given to the Company by the Seller under these Terms. Accordingly, the truth
of the statements contained in those warranties and representations are essential to the Company.
Each Seller hereby indemnifies, and will keep indemnified, the Company against all forms of liability,
actions, proceedings, demands, costs, charges and expenses which the Company may incur or be
subject to or suffer as a result of:
any breach of these Terms by the Seller; and
that Seller's use of the Website and Platform, including as a result of any of its warranties or
representations about its products and services being false, unsubstantiated, misleading or
The following provisions shall apply to any dispute arising under or relating to these Terms (a Dispute)
between a Seller and the Company (together, the Disputing Parties and each a Disputing Party):
(a) The Disputing Parties must use reasonable endeavours to resolve any and all Disputes by
negotiation at first instance.
(b) If the Disputing Parties cannot resolve their Dispute by negotiations within 30 calendar days a Disputing Party may, by written notice to the other, require that the Dispute be dealt with by mediation under the following terms:
The mediation shall be conducted in accordance with the Mediation Protocol of the Arbitrators' and Mediators' Institute of New Zealand Incorporated (AMINZ) then in force (or any protocol or mediation agreement which replaces it).
The mediation shall be conducted by a mediator and at a fee agreed in writing by the Disputing Parties. Failing agreement between the Disputing Parties within 14 calendar days of the giving of the notice requiring mediation, the mediator will be selected and his or her fee determined by the chairperson for the time being of AMINZ (or his or her nominee).
The mediation shall take place in Auckland, New Zealand at such address as determined by the mediator provided that any Disputing Party may, if permitted by the mediator, attend via telephone conference, video conference or any similar means of electronic, audio or audio-visual communication.
The costs of the mediation, excluding the Disputing Parties' own legal and preparation costs, will be shared equally by the Disputing Parties.
(c) No Disputing Party may initiate or commence court or arbitration proceedings relating to a Dispute unless it has complied with the procedure set out in this clause 19 , provided that application may still be made to the courts:
for interlocutory relief; or to recover a debt payable.
The Company reserves the right to amend these Terms at any time by giving written notice to Sellers.
Any Seller who continues to use the Website and/or the Platform after any amendments will be deemed to have agreed to such amendments.
If a Seller does not agree with the amendments effected under clause 20.1 it may, within 7 calendar
days of the amendments being notified by the Company, cancel these Terms in respect of that Seller by giving written notice to the Company.
On a cancellation under clause 20.2 , any Fees already paid by the Seller will be non-refundable (except where agreed otherwise in writing between the Seller and the Company).
Changes to the Website and Platform
The Company is permitted (in its sole discretion) to alter the Website and/or the Platform, including all
content, format, features and functionality, with or without notice to Sellers and shall incur no liability for doing so.
No Seller may publish or use the Company's trade marks, brand, branding or logos except with the
Company's prior written consent and directions as to such publication and use (which may be
given or withheld at its sole and absolute discretion).
Termination or Suspension of Account
Without limiting its rights under clause 7 of these Terms, if a Seller does not abide by these Terms the
Company may terminate or suspend that Seller's account or membership with the Company
and refuse to provide its products and/or services to that Seller (including access to the Platform) for any reason and at any time.
Breakdown and Malfunctions
The Company will try to promptly address (during normal business hours) all technical issues that arise on the Website and Platform. However, the Company will not be liable for any loss or damage suffered as a result of any partial or total breakdown of the Website and/or the Platform or any technical malfunctions on it, the Website and/or the Platform being unavailable or performing slowly, or any viruses or other forms of interference that may damage any Seller's computer system.
Unless expressly stated otherwise by the Company, any link on the Website and/or the Platform to other websites or Platforms does not imply any endorsement, approval and/or recommendation of those sites, their operators or their products and/or services and/or the correctness, accuracy or truth of
any warranties, representations or statements made by any user of the Website and/or the Platform.
The Company makes no representation or warranty that the Website and/or the Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries. All Sellers are responsible for ensuring that their access to and use of the Website and Platform, and the marketing of the Seller’s products and services, is not illegal or prohibited in their relevant country.
The Company will not be deemed to have waived any right under these Terms unless the waiver is in
writing and signed by the Company. A failure to exercise or delay in exercising any right by the Company 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.
No Seller shall be permitted to assign or transfer any of their rights or obligations under these Terms
without the Company's prior written consent. The Company shall be entitled (in its sole and absolute discretion) to assign and transfer any of its rights or obligations under these Terms, and the consent of Sellers shall not be required for any such assignment or transfer.
Consumer Guarantees Act 1993
Each Seller agrees that it is using the Website and Platform for the purposes of a business and that,
accordingly, the Consumer Guarantees Act 1993 does not apply to these Terms.
Limitation of Liability
To the extent that the Company is liable for any reason for any loss suffered or liability incurred by a
Seller arising from any breach of these Terms, or for any other reason (including a Seller’s use of or reliance on the Website and/or the Platform), the Company’s liability’s (whether arising in contract, tort (including negligence) or otherwise) is limited to the maximum aggregate amount of the total Fees paid by that Seller.
The Company shall not be liable in connection with these Terms for any indirect, consequential or special loss or damage, loss of revenue, economic loss or damage, loss of business or profits (including
lost contracts with customers) or anticipated business or profits, loss of goodwill, loss of anticipated savings or for any business interruption or that is otherwise too remote to be recoverable as
damages for breach of contract at law.
Each Seller will sign all documents, and do all things, as may reasonably be required in order to give
effect to the provisions of these Terms.
The Seller agrees that these Terms will apply in respect of any social media or other platform or website on which the Company and/or the Seller posts or shares any content hosted by the Website or Platform.
If any provision in these Terms becomes invalid or unenforceable, the remainder of these Terms will remain valid and enforceable to the fullest extent permitted by law.
Relationship of the Parties
The parties are independent contractors, and these Terms do not create any partnership, agency, joint
venture or employment relationship between them.
No contractual privity
Nothing in this agreement creates any contractual privity rights or third party beneficiary rights in any third party under Part 2, Subpart 1 of the CCLA or otherwise.
Each Seller acknowledges and agrees that the Company is not the vendor of the Seller’s products or services, whether published on the Website and/or the Platform or otherwise and nor is it an agent of any Seller.
Any purchase of products or services by any customer of the Seller (whether as a result of a customer
viewing the Website and/or the Platform or otherwise) shall be and remain between that customer
and the Seller, not the Company.
The Seller must take full responsibility and liability for its sales of its products and services to its
Governing Law and Jurisdiction
These Terms will be governed by and construed in accordance with the laws of New Zealand. All
Sellers and the Company irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to these Terms.
In these Terms, the following rules of interpretation apply:
References to persons include natural persons, companies and any other body corporates (wherever incorporated) and unincorporated bodies (wherever formed).
Headings have been inserted for convenience only and will not affect the interpretation of these
References to clauses are to those in these Terms, except where specified otherwise.
References to the words including, include or similar words do not imply any limitation and are deemed to have the words without limitation following them.
References to a statute or statutory provision means a New Zealand statute or statutory provision as amended, consolidated and/or replaced from time to time.
A gender includes each other gender and the singular includes the plural and vice versa.
An obligation not to do
anything includes an obligation not to suffer, permit or cause that thing to
References to intellectual property means all intellectual property, proprietary and industrial rights of any nature (whether existing in statute, at common law or in equity).
References to any content, warranties, representations, statements, information, facts, data and details of or from the Seller include its oral or written form of presentation.
Derivations of any defined word or term shall have a corresponding meaning.
No rule of construction (including the contra proferentem rule applies to the disadvantage of a
party because that party (or its relevant advisor) was responsible for the drafting of these Terms.