Vendor Agreement

OpShop.Kiwi Vendor Terms and Conditions Agreement

This document outlines the essential terms and conditions for vendors who list and sell products on the OpShop.Kiwi website. These rules exist to protect customers, protect vendors, and ensure a high-quality, legally compliant, consistent shopping experience across the platform.

Company: OpShop.Kiwi Limited operates the platform and administers marketplace processes, payments through secure third-party payment providers, and vendor support services.

Mandatory Vendor Requirement: Commercial Entities Only

OpShop.Kiwi is exclusively a Business-to-Consumer platform designed for commercial vendors, registered businesses, professional dealers, approved second-hand retailers, and established charitable organisations operating in trade under New Zealand law. This platform is not intended for private, casual, or Consumer-to-Consumer sellers.

1. Definitions and Interpretation

• Platform / OpShop.Kiwi: OpShop.Kiwi Limited, the managed marketplace and listing service provider.
• Vendor: The commercial entity, registered business, professional dealer, approved retailer, or established charitable organisation listing goods for sale.
• Goods: The second-hand, vintage, pre-owned, upcycled, reclaimed, antique, collectable, charity-store, boutique second-hand, deadstock, or curated goods listed by the Vendor.
• Commission: The fee charged by the Platform to the Vendor, deducted per sale transaction and applied to the Item Price only.
• Item Price: The sale price of the product, excluding any shipping or delivery charge.
• Shipping Fee: The charge collected from the customer by the Platform on behalf of the Vendor to cover delivery costs.
• Service Fees: Separate fees for optional setup, onboarding, launch, listing, training, marketing, subscription, or managed support services.
• Fees & Services Schedule: The published OpShop.Kiwi Vendor Fees & Services Schedule setting out standard commission rates and optional service fees, as updated from time to time.

2. Vendor Warranties, Licensing, and Indemnity

2.1 Warranty of Authority and Title

The Vendor warrants they are the legal owner of the goods listed, or have full legal authority to sell them, free from encumbrances, liens, security interests, ownership disputes, or third-party claims unless clearly disclosed to OpShop.Kiwi and approved in writing before listing.

2.2 Responsibility for Legal Compliance

The Vendor is responsible for ensuring all goods listed and all selling activity comply with applicable New Zealand legislation and regulatory requirements, including the Secondhand Dealers and Pawnbrokers Act 2004, the Fair Trading Act 1986, the Consumer Guarantees Act 1993, the Privacy Act 2020, and any product safety rules applying to the goods sold.

2.3 Licensing and Registration

The Vendor is responsible for obtaining and maintaining any registrations, licences, permissions, or permits required to conduct their sale of goods through the Platform. OpShop.Kiwi may request evidence of compliance where reasonably required.

2.4 Indemnity

The Vendor agrees to indemnify OpShop.Kiwi against claims, losses, liabilities, costs, expenses, chargebacks, customer claims, regulatory issues, or legal fees arising from the Vendor's breach of this Agreement, unlawful selling activity, inaccurate listings, unsafe goods, intellectual property infringement, failure to fulfil orders, or failure to comply with New Zealand law.

3. Commission, Service Fees, and Payments

There is no cost to register a vendor account and no standard listing fee. Commission is payable only when an item is sold.

Commission is deducted per sale transaction and is calculated on the Item Price only. Commission does not apply to the Shipping Fee charged to the customer.

3.1 Standard Commission Rates

OpShop.Kiwi uses a standard commission structure based on monthly sales volume. The higher the vendor sales volume, the lower the commission percentage.

3.2 Commission Review Policy

• Commission rates may be reviewed monthly based on completed sales in the previous calendar month.
• If the Vendor's sales volume exceeds a threshold, the corresponding lower commission rate may apply to sales in the following month.
• Commission is calculated on the Item Price only and excludes shipping.
• Refunds, cancelled orders, adjustments, chargebacks, Vendor-specific arrangements, or agreed service fees may affect final payout calculations.

3.3 Optional Service Fees

Additional services are not included in the standard commission rate. Where a Vendor requests extra support, OpShop.Kiwi may charge separate service fees in accordance with the current Vendor Fees & Services Schedule, unless otherwise agreed in writing.

The previous Tier B and Tier C commission structure has been replaced by optional service-based fees. This keeps commission simple and allows Vendors to choose only the extra support they need.

All fees are in New Zealand dollars and are exclusive of GST unless stated otherwise. Service availability may depend on location, capacity, stock type, and the level of support required.

3.4 Accepted Payment Methods

Accepted payment methods may include credit card or online payment through a secure payment provider, bank deposit, and cash on pick up where permitted by the Vendor and the Platform. OpShop.Kiwi may add, remove, pause, or change payment methods to maintain a secure and reliable customer experience.

3.5 Transaction Cost Coverage

The applicable commission fee includes and covers standard bank, credit card, and payment-gateway transaction costs incurred by OpShop.Kiwi in processing customer payments, unless a separate written arrangement states otherwise.

3.6 Commission Calculation Example

3.7 Payment Processing and Dispute Recoupment

Vendor proceeds will be paid out once funds are confirmed and any applicable commission, service fees, refunds, chargebacks, cancelled orders, dispute amounts, or adjustments have been accounted for. If a refund, chargeback, customer dispute, courier issue, or Vendor error requires OpShop.Kiwi to reimburse the customer or incur costs, the amount payable by the Vendor may be deducted from future payouts or invoiced separately.

3.8 Tax and Accounting Responsibility

Vendors are responsible for their own tax, GST, record-keeping, income reporting, charity reporting, and accounting obligations. OpShop.Kiwi may provide transaction records or payout information where available, but the Vendor remains responsible for obtaining accounting advice and maintaining accurate business records.

4. Postage and Shipping Policy

Vendors must use the approved shipping options available through the Platform and must ensure shipping information is accurate and clear.

4.1 Shipping Schedule Requirement

The Vendor must provide or apply an approved shipping schedule before products are listed for sale. Shipping charges must be clear to customers before checkout.

4.2 Product Weight and Parcel Details

The Vendor must enter accurate product weights, parcel sizes, and shipping details where required to support correct shipping calculation.

4.3 Vendor Responsibility for Shortfalls

If actual shipping costs exceed the shipping fee collected from the customer, the Vendor is responsible for the shortfall unless otherwise agreed in writing.

4.4 Customer Visibility

Shipping fees must be displayed clearly to customers as a separate charge at checkout.

4.5 Pick Up and Cash on Pick Up

Where pick up or cash on pick up is offered, the Vendor is responsible for arranging safe collection, confirming payment where applicable, updating order status, and maintaining appropriate customer communication. OpShop.Kiwi may limit or remove pick up or cash options if they create customer confusion, safety concerns, or operational issues.

4.6 International Shipping

International shipping is optional and may be offered at the Vendor's discretion. If a customer outside New Zealand wishes to purchase an item, the Vendor must confirm destination eligibility, shipping cost, courier method, customs requirements, import restrictions, and timing before dispatch.

• The Vendor must not dispatch internationally until the agreed international shipping amount has been paid.
• The Vendor is responsible for ensuring goods are lawful to export from New Zealand and lawful to import into the destination country.
• Unless otherwise stated in writing, customs duties, import taxes, and destination-country charges are the responsibility of the customer.

5. Product Listing Rules and Standards

The Vendor is responsible for ensuring product listings meet the accuracy, quality, safety, and compliance standards required by OpShop.Kiwi and New Zealand law.

5.1 Accurate Description and Representation

• Descriptions and photos must accurately reflect the actual product.
• Condition must be clearly stated.
• Any flaws, defects, missing parts, damage, repairs, wear, odour, alterations, safety issues, or relevant limitations must be disclosed.
• Listings must not mislead customers about origin, age, value, authenticity, maker, artist, brand, condition, or features.

5.2 Acceptable Quality and Safety

• Goods must be of acceptable quality, taking into account age, price, disclosed condition, and the nature of second-hand goods.
• Goods must not be banned, recalled, unsafe, counterfeit, stolen, or unlawfully supplied.
• Goods must be reasonably fit for their common purpose unless clearly sold as decorative, non-functional, for parts, or for repair.

5.3 Photography and Branding

• Product photographs must show the actual item for sale.
• Stock images are not permitted unless specifically approved.
• Images must be clear enough for customers to assess condition, colour, scale, flaws, labels, maker marks, and details.
• Listings must not include external links, watermarks, phone numbers, email addresses, or text directing customers off-platform.

5.4 Category Classification and Product Data

• Vendors must classify products using the categories, filters, attributes, and product data required by OpShop.Kiwi.
• Product size, measurements, brand, condition, era, material, colour, style, and other relevant details must be entered where applicable.
• Failure to provide accurate information may result in product delisting, temporary listing restrictions, or account review.

5.5 Policy on New Items

OpShop.Kiwi is focused on second-hand, vintage, antique, collectable, recycled, upcycled, reclaimed, and circular-economy goods. Primary retail new product lines are not the focus of the Platform. As-new second-hand items, unused donated goods, deadstock, and items made primarily from recycled or upcycled materials may be accepted where they fit the Platform.

5.6 Sizing and Measurements

Vendors must provide accurate sizing and measurements for applicable items, especially clothing, footwear, accessories, furniture, homewares, and collectables where dimensions affect the buying decision. Vendors should follow the OpShop.Kiwi Size Guide where applicable.

5.7 Electrical Item Safety

Electrical items sold as fit for use must meet applicable New Zealand safety requirements. Vendors should review WorkSafe guidance for second-hand electrical appliances before listing electrical goods.

• If an electrical item is sold as working and fit for use, the Vendor must ensure it is electrically safe and accurately described.
• If an electrical item is sold as decorative, untested, not working, for parts, or not fit for use, this must be clearly stated.
• Unsafe or non-compliant electrical items may be removed from sale.

6. Returns, Refunds, and Disputes

The Vendor is the legal supplier of the goods and is primarily responsible for resolving customer issues and providing remedies under the Consumer Guarantees Act.

6.1 Consumer Guarantees Act Obligations

If goods are faulty, unsafe, not of acceptable quality, not fit for purpose, or do not match the description, the customer may be entitled to a remedy under New Zealand consumer law.

6.2 Remedy Provision

OpShop.Kiwi may communicate the customer's claim to the Vendor. The Vendor must provide a reasonable resolution, which may include repair, replacement, refund, or another remedy required by law.

6.3 Returns and Shipping Refunds

• For faulty, unsafe, or misdescribed goods, a refund may include both the Item Price and Shipping Fee paid at checkout.
• Where return shipping is required for faulty or misdescribed goods, the Vendor may be responsible for reasonable return shipping costs.
• Change-of-mind returns are not legally required. If offered, the Vendor must state the terms clearly.
• Where a refund is processed through the Platform, commission on the refunded Item Price may be reversed or adjusted in accordance with Platform processes.

6.4 Change of Mind Policy

Vendors are not required to accept change-of-mind returns unless they choose to offer them. Any change-of-mind policy must be clearly stated, including timeframe, condition requirements, and who pays shipping.

6.5 Dispute Handling

The Vendor must cooperate with OpShop.Kiwi in good faith to resolve customer disputes. OpShop.Kiwi may make a practical platform decision where a dispute affects customer trust, payment processing, chargebacks, or marketplace integrity.

7. Customer Data, Privacy, and Communications

Vendors may receive customer information only where needed to fulfil an order, arrange collection, resolve a customer service issue, or comply with lawful business obligations. Vendors must handle personal information carefully and in accordance with the OpShop.Kiwi Privacy Policy and the Privacy Act 2020.

• Customer information must not be used for unrelated marketing without permission.
• Customer information must not be sold, shared, scraped, or added to external mailing lists without consent.
• Customer communication should stay professional, accurate, and limited to legitimate order, shipping, product, return, or support matters.
• Vendors must notify OpShop.Kiwi promptly if they become aware of a privacy breach or suspected misuse of customer information.

8. Platform Content, Intellectual Property, and Marketing

The Vendor confirms they own or have permission to use all product descriptions, photographs, logos, store content, brand material, and other content supplied to OpShop.Kiwi.

The Vendor grants OpShop.Kiwi a non-exclusive, royalty-free permission to use, reproduce, display, crop, format, publish, distribute, and promote Vendor-supplied content for the purpose of operating the Platform, displaying listings, processing sales, marketing Vendor products, promoting the Vendor's store, and promoting OpShop.Kiwi.

Vendors must not upload content that infringes copyright, trademarks, personality rights, cultural rights, privacy rights, or any third-party rights. OpShop.Kiwi may remove or edit content where required to protect the Platform, customers, Vendors, or third parties.

9. Termination, Suspension, and Limitation of Liability

9.1 Termination and Suspension

OpShop.Kiwi may suspend or terminate a Vendor account, store, payout, service access, or individual listings if the Vendor breaches this Agreement, fails to fulfil orders, fails to resolve disputes, lists prohibited or unsafe goods, provides misleading information, fails to pay service fees, misuses customer data, acts unlawfully, or acts in a way that may damage the Platform, customers, OpShop.Kiwi, or other Vendors.

9.2 Effect of Termination

On termination, OpShop.Kiwi may remove or disable Vendor listings, process outstanding orders, complete required refunds or adjustments, deduct amounts owed, and retain records as reasonably required for legal, accounting, tax, dispute, or platform integrity purposes.

9.3 Limitation of Liability

To the fullest extent permitted by law, OpShop.Kiwi is not liable to the Vendor for indirect, consequential, or special damages, or loss of profit, revenue, goodwill, data, stock opportunity, or business opportunity arising from use of the Platform.

9.4 Maximum Liability

To the fullest extent permitted by law, OpShop.Kiwi's maximum aggregate liability to the Vendor is limited to the total commission fees actually paid by the Vendor to OpShop.Kiwi in the three months preceding the event giving rise to the claim, excluding shipping amounts, customer refunds, optional service fees, pass-through costs, taxes, and third-party charges.

10. Amendments to Terms and Conditions

OpShop.Kiwi may amend, modify, or update these Vendor Agreement terms, the Vendor Fees & Services Schedule, and linked policies from time to time. Continued use of the Platform after changes are published constitutes acceptance of the updated terms.

The current published version of this Agreement and the current published Vendor Fees & Services Schedule should be checked before relying on older copies.