Vendor Agreement

1. About this Agreement

This Vendor Agreement governs the relationship between OpShop.Kiwi Limited, referred to as “OpShop.Kiwi”, “OSK”, “we”, “us” or “our”, and an approved business, charity, organisation, sole trader or other trader using Vendor services provided by OpShop.Kiwi, referred to as the “Vendor”, “you” or “your”.

OpShop.Kiwi operates a New Zealand platform supporting op shops, charity shops, vintage, antique, second hand, reuse and other approved in trade businesses.

OSK Services may include The Op Shop Guide NZ, OSK eCom, the OpShop.Kiwi marketplace, Revelist, OSK AdManager, OSK POS, OSK Reach, OSK Events and other services or integrations introduced from time to time.

Not every Vendor will use every service. Some OSK Services are free, some are transaction based, and others require a fee, credit purchase, subscription, advertising booking or other accepted order.

2. Vendor Organisations, Stores and Users

OSK may structure Vendor access around a Vendor Organisation containing one or more individual Stores.

A Vendor Organisation may include authorised users with different roles and permissions, including owners, administrators, regional or area managers, Store managers, staff, volunteers and listing support users.

Each person must use their own authorised account where individual accounts are provided. Vendors must not permit unauthorised access or share credentials in a manner that compromises platform security or accountability.

The Vendor is responsible for ensuring people acting through its Organisation or Store accounts are authorised and comply with this Agreement.

3. The Op Shop Guide NZ

The Op Shop Guide NZ is OSK's national discovery service for eligible op shops, charity shops, vintage stores, antique stores, second hand businesses and other approved reuse sector traders.

3.1 Free Guide access

Subject to eligibility, verification, moderation and platform requirements, a Vendor may claim an eligible Store listing on The Guide without a subscription fee.

Free Guide functions may include claiming a Store, updating Store information, contact details, opening hours, location information, descriptions, categories, photographs, website and social links, and publishing supported Store updates, notices or news.

A Vendor is not required to purchase advertising, POS, Revelist, Reach, Events, listing assistance, Vendor Support or another paid OSK product merely to claim and maintain an eligible standard Guide listing.

3.2 Public Guide information

OSK may maintain basic publicly available information about operating op shops and eligible reuse businesses for the purpose of providing a useful national Guide.

Where a Vendor claims or manages a listing, the Vendor is responsible for information it supplies or approves being accurate and reasonably current.

OSK may correct, standardise, moderate, merge, archive or remove Guide information where reasonably necessary to maintain accuracy, consistency, safety or platform standards.

4. Vendor Eligibility and In Trade Verification

OpShop.Kiwi is an in trade platform. OSK is not a general marketplace for private individuals clearing personal belongings or casual hobby sellers.

Vendors must be genuinely in trade when selling goods or services through OSK.

A Vendor does not have to operate full time, employ staff, operate from commercial premises or be GST registered merely to qualify.

A genuine part time, home based, seasonal, low volume or sole trader business may qualify where its activities demonstrate that it is operating in trade rather than merely disposing of personal property.

4.1 Indicators of being in trade

OSK may consider whether an applicant:

• regularly or habitually offers goods or services for sale;
• makes, buys, sources or obtains goods with the intention of reselling them;
• operates a business, charity, shop, online business or other commercial activity;
• uses a business or trading name;
• maintains accounts, invoices, supplier records or other business records;
• advertises or promotes goods or services commercially;
• has an NZBN, company, charity or other recognised registration;
• is GST registered where required or voluntarily registered;
• uses staff, volunteers, contractors or assistants;
• maintains business banking, accounting or taxation records; or
• otherwise demonstrates ongoing supply of goods or services to customers.

No single indicator necessarily determines whether a Vendor is in trade.

4.2 Part time and low volume traders

OSK expressly permits genuine part time and low volume businesses where OSK is reasonably satisfied that the applicant is operating in trade.

A business is not excluded merely because it earns less than the compulsory GST registration threshold, uses an individual's IRD number for sole trader activities, trades from home, operates seasonally or opens only limited hours.

A person merely selling personal household goods, disposing of their own collection, occasionally selling unwanted possessions or acting only as a private hobby seller is not eligible to sell through OSK as a Vendor.

4.3 Evidence of trading

Where in trade status cannot reasonably be established from available information, OSK may request appropriate supporting evidence.

Evidence may include an NZBN, company or charity registration, supplier invoices, purchase records showing goods acquired for resale, sales invoices or receipts, evidence of ongoing trading, an established commercial website or social presence, relevant business banking evidence, accountant or bookkeeper confirmation, GST information where applicable, relevant IRD or taxation information where reasonably necessary, lease or market arrangements, or another form of evidence reasonably acceptable to OSK.

OSK will not require GST registration merely because a Vendor applies to join OSK where GST registration is not otherwise legally required.

4.4 Business and identity verification

OSK may request or verify legal name, trading name, NZBN, company or charity registration, GST status where applicable, relevant taxation information, addresses, business contacts, authorised representatives and bank or payout information where reasonably required for platform operation or verification.

4.5 Verification services and APIs

The Vendor authorises OSK to use lawful third party, government and authorised data or API services to validate information supplied by the Vendor.

This may include services or datasets provided by or associated with the New Zealand Companies Office, New Zealand Business Number services, Charities Services, Inland Revenue and other relevant providers.

Where automated verification is unavailable or inconclusive, OSK may request reasonable supporting evidence instead.

Verification does not constitute legal, accounting or taxation advice and does not transfer responsibility for the accuracy of Vendor supplied information to OSK.

5. Activation and Approval

Submitting an application, creating an account, claiming a Store or accepting this Agreement does not automatically guarantee Vendor approval.

Onboarding may include application, verification, preparation, Vendor review, final OSK review and activation.

A Vendor, Store or paid service becomes active only when the relevant access has been approved or activated by OSK.

OSK may decline an application where eligibility requirements are not met or participation would reasonably create legal, security, consumer, fraud, operational or material reputational risk.

6. OSK eCom and the OpShop.Kiwi Marketplace

6.1 Free eCom Store

An approved Vendor may operate a standard OSK eCom Store without a monthly Store or storefront subscription fee.

Standard free Store access may include the Vendor's public Store page and standard product listing and selling functionality made available by OSK.

Free eCom Store access does not mean sales are commission free. Marketplace commission, applicable transaction amounts, shipping and optional paid services remain separate.

Vendors do not have to purchase Revelist, POS, advertising, Reach, Events, listing assistance or Vendor Support merely to maintain a standard approved eCom Store.

6.2 Vendor remains the seller

Unless OSK expressly agrees otherwise in writing, the Vendor remains the supplier and seller of goods offered through its Store.

OSK provides marketplace, technology, transaction and administrative infrastructure but does not take ownership of Vendor inventory merely because an item appears on OpShop.Kiwi.

6.3 Product listings

Vendors must keep stock availability reasonably accurate, describe products honestly, disclose material faults and relevant condition information, provide appropriate measurements where relevant, use appropriate categories and attributes, and use photographs that reasonably represent the actual item.

OSK may hide, restrict or remove listings reasonably believed to be inaccurate, unsafe, unlawful, misleading, unavailable, counterfeit, prohibited or inconsistent with Marketplace Standards.

7. Vendor Warranties and Representations

The Vendor represents and warrants that, to the best of its knowledge and where applicable:

• it is genuinely operating in trade;
• it is authorised to enter into this Agreement;
• information supplied to OSK is materially accurate;
• it owns, controls or is otherwise legally entitled to sell goods it lists;
• goods are not knowingly stolen, counterfeit or unlawfully obtained;
• listings and advertising are not materially misleading;
• its content does not knowingly infringe another person's intellectual property rights;
• it will comply with applicable product safety requirements and prohibitions;
• it will comply with applicable New Zealand consumer, privacy, electronic messaging, taxation and trading law; and
• it will promptly notify OSK of material changes affecting eligibility or verification.

8. Consumer Law

Vendors must comply with applicable New Zealand consumer law, including the Consumer Guarantees Act 1993 and Fair Trading Act 1986.

Vendors selling online must accurately represent themselves as being in trade.

The fact that goods are second hand, vintage, antique, donated, recycled or previously used does not by itself remove applicable consumer rights.

Vendors must not misrepresent condition, age, provenance, authenticity, brand, materials, functionality, measurements, availability, price, discounts, delivery or customer rights.

Nothing in this Agreement excludes a consumer right where the law does not permit that right to be excluded.

9. Product Safety, Prohibited Goods and Recalls

Vendors are responsible for ensuring goods they offer through OSK may lawfully be supplied and comply with applicable product safety requirements, mandatory standards, bans and restrictions.

A Vendor must not knowingly list an unsafe or recalled product for sale contrary to applicable law or the terms of the recall.

If a Vendor becomes aware that a listed or sold product may be unsafe, prohibited or subject to recall, it must act promptly, including removing affected listings where appropriate, notifying OSK, cooperating with affected customers and taking any action required by law.

OSK may immediately remove or restrict a product where there is a reasonable safety concern.

10. Orders, Cancellations, Returns and Refunds

Detailed operational requirements may also be set out in the current Orders, Shipping & Payouts Policy.

A Vendor must not cancel an accepted order without reasonable cause.

Where a repair, replacement, refund or other remedy is required by law, the Vendor must cooperate promptly in providing that remedy.

OSK may facilitate refunds or transaction corrections where reasonably necessary to comply with law, resolve a transaction, protect a customer or administer the marketplace.

Where return shipping is required because goods fail to comply with applicable consumer guarantees, are materially different from their listing, are incorrectly supplied, unsafe or otherwise legally require a Vendor remedy, responsibility for reasonable return costs will be determined in accordance with applicable law.

Where a customer changes their mind and no statutory or agreed return right applies, the Vendor is not required by this Agreement to provide a return unless its Store policy or another applicable OSK policy provides otherwise.

11. Shipping, Carrier Services and Claims

OSK may provide access to courier or shipping services negotiated, administered or integrated by OpShop.Kiwi.

Eligible shipping may include OSK managed NZ Post business sending and eShip arrangements, Vendor connected carrier accounts and other integrations introduced or approved from time to time.

Vendors must provide accurate parcel details, package goods appropriately, comply with carrier restrictions and assist with legitimate delivery enquiries and claims.

11.1 Vendor owned carrier account

Where the Vendor uses its own connected carrier account, freight collected for that transaction may be included in the Vendor payout as provided by the applicable OSK shipping arrangement. The Vendor remains responsible for carrier charges and fulfilment under its own account.

11.2 OSK managed carrier account

Where an OSK managed carrier account is used, OSK may retain collected freight to meet applicable carrier charges and administer shipping records, labels, tracking and status synchronisation in accordance with the current Fees & Services Schedule.

11.3 Loss, damage and carrier claims

The Vendor must reasonably assist OSK and the carrier with information required to investigate lost, damaged or delayed parcels. Responsibility for a carrier claim, compensation and any excess or excluded amount will depend on the carrier service used, the party holding the carrier account, applicable carrier terms and the circumstances of the shipment.

OSK does not guarantee carrier delivery times or uninterrupted operation of third party courier systems.

12. Revelist by OpShop.Kiwi

Revelist is an optional AI assisted listing and product information service.

Revelist may assist with item identification, brand or category suggestions, titles, descriptions, attributes, image based identification, research and listing preparation.

Artificial intelligence and automated research can make mistakes. The Vendor remains responsible for reviewing information before relying on or publishing it.

OSK does not guarantee AI generated identification, valuation, authenticity, age, brand, description or other generated information.

Revelist may use approved third party AI, search, data and technology providers.

Current Revelist purchase, credit, usage, allowance, validity, rollover, expiry and additional usage rules are governed by the Fees & Services Schedule or applicable Revelist offer.

13. OSK AdManager

OSK AdManager provides optional advertising and promotional opportunities across eligible OSK services.

Advertising may include The Guide, eCom, Store or product pages, regional and category pages, campaigns, newsletters, events, blogs and other approved inventory.

Availability, placement, duration and pricing are governed by the Fees & Services Schedule or applicable campaign booking.

Advertising does not guarantee impressions, clicks, enquiries or sales unless OSK expressly provides a specific written guarantee.

The Vendor is responsible for claims, representations, images, trademarks, prices and other advertising material it supplies or approves. OSK may reject, suspend or remove advertising that is unlawful, misleading, inappropriate or inconsistent with platform standards.

14. OSK POS

OSK POS is an optional paid SaaS point of sale service for approved Vendors and Stores.

POS may provide Store sales, inventory, receipts, reporting and synchronisation with other OSK channels.

Subscription periods, prices, prepaid term discounts, Trials, renewal arrangements and promotional offers are governed by the Fees & Services Schedule and the subscription selected by the Vendor.

POS subscription fees are separate from marketplace transaction commission.

Cash sales and sales processed through a Vendor operated or external EFTPOS arrangement do not attract an OSK transaction commission merely because OSK POS records the sale.

Customer card payments processed through the OpShop.Kiwi PayStation gateway remain subject to the applicable OSK commission unless an accepted offer expressly states otherwise.

14.1 Vendor equipment and connectivity

The Vendor is responsible for maintaining suitable devices, internet access, local networking, printers, scanners, external payment terminals and other Vendor controlled equipment required for its chosen POS setup unless OSK expressly agrees to provide an item.

The Vendor must maintain appropriate security over POS devices and authorised user access.

OSK does not guarantee uninterrupted POS availability during internet, power, third party payment, device or external service outages. Where offline functionality is offered, its limitations will apply.

15. OSK Reach

OSK Reach is an optional sales and relationship management service for approved business contacts, leads, Vendor relationships, follow ups, tasks, notes, pipelines and related business development activity.

Vendors are responsible for the accuracy and lawfulness of information they enter or import and for ensuring promotional communications are sent only where permitted by law.

Reach must not be used to send unlawful unsolicited electronic messages or repurpose OSK marketplace customer information for unrelated marketing without an appropriate lawful basis or authorisation.

Access, permissions, usage limits and applicable charges are governed by the Fees & Services Schedule or another accepted Reach offer.

16. OSK Events

OSK Events is an optional event discovery, promotion, booking and ticketing service that may be made available to approved organisers.

The organiser remains responsible for the event, including accurate event information, venue arrangements, capacity, permissions, licences, health and safety obligations, accessibility information and lawful operation.

The organiser is responsible for maintaining any licences, approvals and insurance legally required for its event or reasonably required by the venue or nature of the event.

Ticket prices, booking or service fees, commissions, payment collection and settlement arrangements will be shown in the Fees & Services Schedule, event setup or accepted event terms.

The organiser must promptly notify OSK and affected attendees of material changes, postponement or cancellation and cooperate with lawful refund and consumer remedy obligations.

OSK may suspend or remove an event that is unlawful, unsafe, misleading or materially inconsistent with platform standards. OSK does not guarantee attendance or ticket sales.

17. Fees & Services Schedule

The current commercial schedule is available on the OpShop.Kiwi Fees & Services page.

Fees applicable to OSK Services are set out in the current Fees & Services Schedule or a specific written offer, order or service agreement accepted by the Vendor.

The Schedule also identifies services provided without a subscription charge.

Core free services include claiming and managing an eligible Store on The Guide, supported Store updates and operation of a standard approved OSK eCom Store.

Depending on services selected, charges may include marketplace commission, POS subscriptions, Revelist credits or usage, advertising, listing or concierge services, Vendor Support, shipping, transaction related amounts, optional software or integrations and other agreed services.

17.1 Changes to fees

OSK may amend the Fees & Services Schedule from time to time.

Where OSK increases an OSK controlled recurring fee or commission applying to an existing paid service, OSK will normally provide at least 30 days' notice before the change takes effect for that Vendor.

Changes may take effect sooner where they reduce a fee, introduce an optional service or promotion, reflect tax, government, carrier, payment or third party pass through costs, or are reasonably required by law.

18. Commissions, Payments and Payouts

Where commission applies, it is calculated using the rate applicable under the Fees & Services Schedule or other accepted Vendor offer.

OSK may deduct authorised commission, fees, refunds, chargebacks, shipping adjustments and other properly payable transaction amounts before making a Vendor payout.

Payout timing and processing requirements are governed by the Orders, Shipping & Payouts Policy and applicable payment provider arrangements.

OSK may temporarily hold an affected amount where reasonably necessary to investigate suspected fraud, a chargeback, refund, customer dispute, incorrect transaction, security incident or another legitimate payment issue.

OSK will not unreasonably withhold undisputed Vendor funds.

19. GST, Tax, Invoices and Financial Records

The Vendor remains responsible for determining and meeting its own income tax, GST, accounting and other taxation obligations.

The Vendor must provide OSK with accurate GST status information where relevant and promptly notify OSK if that status changes.

Where the Vendor is GST registered, the Vendor is responsible for ensuring its prices and information supplied to OSK are treated consistently with its applicable GST obligations.

OSK may generate transaction statements, payout records, invoices, receipts, commission records or other financial documents required to administer OSK Services.

Nothing supplied by OSK constitutes individual taxation or accounting advice. Vendors should obtain professional advice where necessary.

20. Vendor Content and Advertising Material

Vendors retain ownership of original content they supply, subject to applicable third party rights.

The Vendor grants OSK a non exclusive licence to host, reproduce, resize, format, display and distribute Vendor content as reasonably required to operate OSK Services, display products, promote the Vendor or Store, promote OSK and administer the platform.

The Vendor must have the right to provide photographs, logos, descriptions, trademarks and other content it uploads.

The Vendor is responsible for ensuring promotional and advertising content it supplies is accurate, substantiated where necessary, lawful and not misleading.

21. Customer Information, Vendor Information and Privacy

Customer information made available through OSK may only be used for legitimate purposes including order fulfilment, shipping or collection, customer service, returns and refunds, transaction records, fraud prevention, legal or taxation obligations, or another purpose authorised by the customer or permitted by law.

A Vendor must not add an OSK customer to an unrelated marketing list solely because that customer purchased through OSK.

Vendors must take reasonable steps to protect personal information they access through OSK and must notify OSK promptly of a suspected unauthorised disclosure or security incident affecting OSK supplied customer information.

OSK's collection, use and handling of Vendor, customer and verification information is also governed by the OSK Privacy Policy.

22. Confidentiality

Each party must take reasonable care with confidential commercial, technical, security and non public information received from the other party.

Confidential information may be used where reasonably required to perform this Agreement, operate OSK Services, obtain professional advice, comply with law or where disclosure is authorised by the party that supplied it.

This clause does not prevent use of information that is already public through no breach of this Agreement, independently developed, lawfully received from another source or required to be disclosed by law.

23. Third Party Services, Integrations and APIs

OSK may use third party services, APIs, software and databases for business verification, payments, shipping, mapping, communications, sales and relationship management, events, AI, search, accounting, analytics and platform administration.

Third party services may be subject to the provider's own terms, technical requirements, availability and restrictions.

OSK may replace, modify or discontinue an integration where commercially, technically, legally, security wise or operationally necessary.

Vendors must not bypass security controls, scrape protected OSK systems, exploit vulnerabilities or use an OSK API without authorisation.

24. Platform Changes, Beta Services and Availability

OSK is an actively developed technology platform.

Features may be described as planned, coming soon, beta, Trial, pilot, limited release or subject to third party approval. These descriptions do not guarantee a particular release date.

OSK will take reasonable care in operating its services but does not guarantee uninterrupted availability.

Maintenance, upgrades, internet or power disruption, third party outages, security issues and emergency work may temporarily affect access.

If OSK permanently discontinues a prepaid paid service before the end of an applicable prepaid period, OSK will address unused prepaid value in accordance with the applicable service terms and New Zealand law.

25. Marketplace Standards

Vendors must comply with the current OSK Marketplace Standards.

OSK may establish reasonable rules concerning product condition, photographs, descriptions, categories, restricted goods, prohibited goods, counterfeit items, safety, authenticity and other marketplace requirements.

26. Vendor Responsibility and Indemnity

The Vendor remains responsible for its goods, listings, Store operations, advertising, fulfilment, customer obligations and conduct.

To the extent permitted by law, the Vendor indemnifies OSK against reasonable direct loss, liability, cost or expense incurred by OSK as a result of a third party claim arising directly from:

• goods the Vendor was not legally entitled to sell;
• a materially unlawful or misleading Vendor listing or advertisement;
• Vendor supplied content that infringes a third party intellectual property right;
• the Vendor's material breach of applicable product safety law;
• the Vendor's material misuse of customer personal information; or
• fraud or wilful misconduct by the Vendor.

This indemnity does not apply to the extent that the relevant loss was caused by OSK's own breach, negligence, fraud or wilful misconduct.

27. Suspension and Restrictions

OSK may restrict or suspend affected access where reasonably required because of suspected fraud, consumer harm, unlawful activity, serious or repeated standards breaches, materially misleading information, security concerns, non payment, misuse of OSK systems, loss of in trade eligibility or another material breach.

Where reasonably practicable, OSK will explain the concern and provide an opportunity to remedy it.

Immediate action may be taken where reasonably necessary to protect customers, Vendors, OSK, payment systems or the public.

28. Ending an Optional Service

A paid or optional OSK Service may generally be ended independently of the Vendor's other OSK participation, subject to an accepted minimum term, prepaid commitment or service specific terms.

Ending POS, Revelist, advertising, Reach, Events or another optional service does not automatically terminate an eligible Vendor's free Guide listing or standard eCom Store.

Existing orders, refunds, charges and outstanding obligations must still be completed.

29. Termination, Data Access and Records

Either party may normally end the overall Vendor relationship by giving 30 days' written notice.

OSK may terminate or restrict access sooner for serious breach, fraud, unlawful conduct, material consumer or security risk, misuse of customer information, loss of eligibility or an unremedied material breach.

Termination does not remove obligations relating to existing orders, refunds, fees, payouts, transaction records or matters arising before termination.

29.1 Vendor data after termination

Where technically available and legally permitted, OSK may provide reasonable access or export functionality for Vendor controlled business data before or following termination.

OSK may retain records where reasonably required for transaction history, accounting, taxation, fraud prevention, dispute resolution, security, legal compliance, backup integrity or legitimate business record keeping.

Operational access to services such as POS or Reach may cease when the relevant subscription or Vendor relationship ends, while historical information may remain accessible or retained to the extent provided by the applicable service terms.

Publicly sourced basic Guide information about an operating eligible business may remain within The Guide after the Vendor relationship ends.

30. Intellectual Property

OSK software, branding, platform design, systems, documentation, databases, processes and other intellectual property remain the property of OpShop.Kiwi or the applicable licensor.

A Vendor receives only the rights reasonably necessary to use applicable OSK Services while authorised to do so.

31. Liability

Each party remains responsible for its own acts and omissions.

To the extent permitted by law, OSK is not responsible for indirect or consequential loss arising from third party outages, carrier delays, internet or power failures, Vendor listing errors, Vendor controlled equipment or security failures, or AI information published without appropriate Vendor review.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

Nothing in this Agreement limits responsibility for fraud or wilful misconduct.

32. Changes to this Agreement

OSK may update this Agreement as the platform, law or business model develops.

OSK will normally provide at least 30 days' notice of a material change affecting existing Vendors.

A shorter period may apply where an urgent change is reasonably required because of law, security, fraud prevention or another significant operational risk.

OSK may require renewed electronic acceptance of a materially updated Agreement.

33. Notices and Communications

Notices may be delivered through the Vendor Centre, account notifications, email or another electronic method reasonably associated with the Vendor account.

Vendors are responsible for keeping their primary contact information reasonably current.

34. Records and Electronic Acceptance

OSK may record electronic acceptance of this Agreement, including the Vendor Organisation, authorised person, Agreement version, date and time, relevant account identifier and associated audit information.

Electronic acceptance is intended to provide a reliable record of the terms accepted by the Vendor.

35. Relationship Between the Parties

The Vendor operates as an independent business, charity, organisation or trader.

Nothing in this Agreement creates an employment relationship, partnership, joint venture or franchise between OSK and the Vendor.

The Vendor has no authority to bind OpShop.Kiwi unless expressly authorised in writing.

36. Assignment and Change of Control

The Vendor must notify OSK of a material change in ownership, legal entity, business structure or control where that change may affect verification or eligibility.

OSK may require updated verification or new acceptance following a material ownership or entity change.

37. Entire Agreement and Incorporated Documents

The Vendor relationship may also be governed by:

• the Fees & Services Schedule;
• Marketplace Standards;
• Orders, Shipping & Payouts Policy;
• OSK Privacy Policy;
• specific service, subscription, campaign or event terms accepted by the Vendor; and
• other policies expressly incorporated into this Agreement.

Summaries, FAQs and explanatory material are provided for convenience and do not override the operative Agreement or applicable service terms.

Where specific terms for an optional OSK Service conflict with a general provision of this Agreement in relation to that service, the specific accepted service terms apply to that conflict unless they expressly state otherwise.

38. Severability and Waiver

If any provision is found to be unlawful or unenforceable, the remaining provisions continue to apply to the extent permitted by law.

A failure or delay in enforcing a right does not automatically waive that right.

39. New Zealand Law and Dispute Resolution

This Agreement is governed by New Zealand law.

Where a dispute arises, the parties should first attempt to resolve it directly and in good faith.

If a material commercial dispute cannot be resolved directly, the parties may agree to mediation or another appropriate dispute resolution process before commencing court proceedings.

Nothing in this section prevents either party from seeking urgent relief, recovering an undisputed debt or exercising a right available under New Zealand law.

40. Vendor Acceptance

By accepting this Agreement on behalf of a Vendor Organisation, the person accepting confirms that:

• they are authorised to accept this Agreement for that Vendor;
• the information provided to OSK is accurate to the best of their knowledge;
• the Vendor is operating in trade and eligible to participate;
• the Vendor understands its obligations to customers under applicable New Zealand law;
• the Vendor understands that core Guide and standard eCom Store access are provided without a Store subscription fee;
• the Vendor understands that marketplace commission may apply when sales occur;
• the Vendor understands that optional OSK Services may carry additional charges and operating requirements;
• the Vendor agrees to this Agreement and its incorporated policies; and
• OSK may retain an electronic record of acceptance.