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Terms and Conditions of Use - ANZ

Last Updated: October 2025

Communities

Acceptance

To use our products and services as a Community, you must first accept the Terms and Conditions of Use (Agreement) on behalf of yourself or your Company (You).  Once accepted, this Agreement will form a legally binding agreement between you and Unimarket NZ Ltd (Unimarket). The scope of this Agreement includes all purchasing transactional use of the Unimarket Solution by you as a buyer Community (Community).

By accepting this Agreement, you agree to follow and be bound by the following terms and conditions so please take a few minutes to review this Agreement before accepting it. The terms of this Agreement will be effective immediately upon your acceptance.

Amendments

We may amend this Agreement from time to time and the most current version will always be available at In New Zealand: <your community>.unimarket.co.nz, In Australia: <your community>.unimarket.com.au.  If the revision, in our sole discretion, is material we will notify you for review and agreement. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms unless you notify us otherwise.

Specific Conditions

The Services

The Unimarket Solution provides a supplier marketplace and a suite of procurement tools for procurement activities to occur between buying Communities and Suppliers.

Unimarket does not participate in the transactions and takes no responsibility for the interaction between Communities and Suppliers other than by providing the medium (Site). By entering into this Agreement, both buying Communities and Suppliers entrust each other with their information. The relationship between Community and Supplier is separate from and in no way affects Unimarket or the relationship between you and Unimarket under this Agreement.

You agree not to involve, or attempt to involve, Unimarket in any dispute or in the resolution of disputes that arise between you and another user of Unimarket as a result of the services or items provided to you as a Customer, except to the extent the dispute is caused by or results from the negligence or willful misconduct of Unimarket, its employees, contractors or agents.

Access

The Unimarket Solution is operated and accessed through the Site, which consists of the following:

  • Unimarket Application (website and the Unimarket domains and subdomains);
  • Unimarket Web Services; and
  • Unimarket Server Environment.

Release

If you have a dispute with one or more users, you release Unimarket (and our officers, directors, agents, subsidiaries, joint ventures and employees) from all loss, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Indemnity

You will indemnify and hold Unimarket (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

Subject to any limitations set out in this Agreement (including the Liability clause below) Unimarket will indemnify and hold you (and your officers, directors, agents, joint ventures and employees), harmless from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of our breach of this Agreement, or our violation of any law or the rights of a third party.

Liability

We are not involved in the transaction between Communities and Suppliers. We have no control over and do not guarantee the content, quality, safety, worthiness or legality of items advertised or sold, the truth or accuracy of listings, or any claims made by Suppliers, or that any item will meet a Community’s requirements or expectations or any warranties, the ability of Suppliers to sell items, the ability of Communities to pay for items, the identity of any Community, the authority of a Community to enter into transactions, or that a Community or Supplier will actually complete a transaction.

Unimarket will use its reasonable best endeavors to ensure the availability and security of the Unimarket Solution and the Site. However, we cannot guarantee continuous or secure operation of, or access to the Unimarket Solution or the Site, and the operation of the Site may be interfered with or affected by numerous factors outside of our control. Unimarket will not be liable for any failure of its obligations under this Agreement in respect of any such interference or event beyond its reasonable control.

In the absence of negligence or willful misconduct on the part of Unimarket, its employees or agents, Unimarket will not be liable for any damages suffered due to malicious parties or computer programs, malware, trojan horses or similar.

Unimarket is not liable for any loss of money, profits, business, anticipated savings, goodwill or reputation, or any special, indirect, or consequential damages arising out of your use of our Site or any transaction made through your Account, except to the extent the dispute is caused by or results from the negligence or willful misconduct of Unimarket, its employees, contractors or agents.

Regardless of any other provision of this Agreement, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to usunder your agreement with us, and (b) NZ$10,000.

Breach

This Agreement will automatically terminate if your Account is closed. Unimarket may terminate this Agreement immediately by written notice to you, if you breach any of your obligations under this Agreement; and

If the breach is incapable of remedy; or

If the breach is capable of remedy, and you have failed to remedy the breach within 10 business days after notice from Unimarket specifying the breach and requiring it to be remedied.

Termination of this Agreement will not affect the rights or liabilities of either party accrued prior to termination.  The following sections will survive any termination of this Agreement: Release, Content License, Liability, Indemnity and Resolution of Disputes.

Upon termination of this agreement Unimarket will disable the account and stop access to the Site.

Your Obligations

Unimarket Privacy & Security Policy

Unimarket will take all reasonable steps to protect, and will collect, use, store and deal with information provided by you to Unimarket under this Agreement in accordance with the Unimarket Privacy & Security Policy.

The Unimarket Privacy & Security Policy is described in a separate document, and is available via the Site. Please review the Unimarket Privacy & Security Policy, which also governs your use of the Unimarket Solution. By accepting this Agreement and by continuing to use the Site, you are also agreeing to all of the terms and conditions of the Unimarket Privacy & Security Policy.

Communications

By accepting this Agreement, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications provided to you electronically satisfy any legal requirement that the communication be in writing.

Password and Account Protection

You agree and understand that you are solely responsible for maintaining the confidentiality of your Unimarket password and any information that you use to access the Site in accordance with the Unimarket Privacy and Security Policy.

Misuse

Any problems, offensive content, and policy violations should be reported immediately to Unimarket via [email protected] .

Without limiting other remedies, we may:

  • Limit, suspend, or terminate our service to user accounts or prohibit access to our Site and remove hosted content.
  • Take technical and legal steps to prohibit access to users if they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies.
  • We also reserve the right to cancel unconfirmed user accounts.

Ground Rules

You will not, at any time:

  • Allow any use of your account by any person that does not have the required authority.
  • Use the Site if you are temporarily or indefinitely suspended from the Site.
  • Distribute viruses or any other technologies that may harm Unimarket, or the access, interests or property of Unimarket users.
  • Harvest or otherwise collect information about users, including email addresses, without their prior express written consent.

Access and Interference with the Site

You agree that you will not:

  • Take any action that imposes or may impose (in our sole discretion) an unreasonable load on our infrastructure.
  • Copy, reproduce, reverse-engineer, modify, create derivative works from, distribute, or publicly display any content (except for information originally posted by you) from the Site without the prior express written permission of Unimarket and the appropriate third party, as applicable.
  • Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site.

Community Purchasing Obligations

You must deliver payment for items purchased by you in accordance with the relevant terms of sale agreed with the supplier, unless the supplier has materially changed the item's description after you order, a clear typographical error is made, or you cannot authenticate the supplier's identity.

Payment - Credit Cards

In the case of placing any credit card payments, you accept that Unimarket needs to obtain your credit card details during the process.

When a supplier allows Communities to pay on credit cards the supplier will be required to use their own merchant ID. Credit card payments can be conducted ‘manually’ or through a third party clearing service. While Unimarket may facilitate payment for some items by credit card, Unimarket is not involved in the transaction itself, and responsibility for any refund to you rests solely with the supplier.

End Users

You must ensure that any end users of any items purchased by you through the Unimarket Solution comply with all relevant terms and conditions imposed by the supplier.  Unimarket will not be liable in any way for your failure to comply with this requirement.

Unimarket Connector Middleware

This is only applicable to those Communities that choose to install the Connector Middleware.

The Unimarket Connector Middleware is developed by Unimarket to transport messages between Unimarket and external customer systems. Unimarket will only maintain the Unimarket Connector on a best effort basis, and can only do so with the support of each Community.

Unimarket is not responsible for any other aspect of the Site that the Unimarket Connector is deployed to. The Community is responsible for maintaining all hardware and software on the server needed to access and use the Unimarket Connector (except for the Unimarket Connector itself), as well as applying all patches in a timely manner.

Our Rights and Obligations

Content License

Unimarket reserves the right to remove any content that it deems unsuitable or in breach of this Agreement and the Unimarket Privacy & Security Policy.

Warranties

Unimarket warrants it will maintain the Site and ensure its functionality to an appropriate level.

Intellectual Property

All Intellectual Property owned or held by Unimarket, and its’ holding company Unimarket Holdings Ltd, and its licensors prior to your entry into this Agreement including, but not limited to, all Intellectual Property relating to, and any patents held by, Unimarket and its’ holding company Unimarket Holdings Ltd, are (and will remain at all times) the sole property of Unimarket, and its’ holding company Unimarket Holdings Ltd, and its licensors, and nothing within this Agreement will grant the Community any right, title or interest in such Intellectual Property.

Any Intellectual Property relating to updates, modifications or additions of functionality to the

Unimarket Solution will automatically be owned by Unimarket Holdings Ltd and nothing within this Agreement nor request or payment for the modification or addition will give any Community any right, title or interest in such Intellectual Property. Access and Interference with the Site

Unimarket Holdings Ltd (and its Licensors and Suppliers) owns all proprietary and Intellectual Property rights in the Site and the software and other material underlying and forming part of the Unimarket Solution and the Site.

Much of the information on, and structure of, the Site is updated on a real-time basis and is proprietary or is licensed to Unimarket by our users or third parties. All such updates shall be made at the sole discretion of Unimarket.

Unimarket will maintain, upgrade, enhance and improve the functionality of the Site as required to ensure its operation to an appropriate standard.  You acknowledge and agree that such maintenance and upgrades may result in downtime of the Site as and when required.  Unimarket will use its best endeavors to minimize any disruption caused to any party caused by such maintenance or upgrades. Data retention

Where Unimarket holds the master record of financial data, Unimarket will retain such data for the retention period required by law. At the end of your contract with Unimarket, Unimarket’s requirement to hold your financial data will cease, and you will need to assume that responsibility. Unimarket will return such financial data to you in a legible and unencrypted format.

Unimarket understands the Commissioner of the New Zealand Inland Revenue Department has the power to require Unimarket to furnish in writing any data or information which the Commissioner considers necessary or relevant under section 17 of the Tax Administration Act 1994. Should this request be made, you are deemed to have given Unimarket permission to provide such information to the Inland Revenue Department in an electronic  legible and unencrypted format within a reasonable time. Any reasonable costs to fulfil this request will be borne by you.

Resolution of Disputes

If a dispute arises between you and Unimarket, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly.

Accordingly, you and Unimarket agree to resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a Claim) in accordance with one of the subsections below or as we otherwise agree with you in writing.

Before resorting to these alternatives, you must first contact Unimarket directly to seek a resolution by emailing [email protected] . The parties must use all reasonable endeavors to resolve the Claim by discussion or other informal means.  If such discussions fail to result in the Claim being resolved within 15 business days of the Claim being notified, Unimarket will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation in accordance with the processes set out below.

Governing Law and Forum for Disputes: Any dispute under this Agreement shall be governed in all respects by the laws of New Zealand.

Mediation and Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $NZ10,000, and the parties have failed to reach a resolution through discussion or informal means (as required above), the party requesting relief must refer the dispute to mediation.  The mediator will be appointed by agreement of the parties, or failing such agreement in a reasonable time, by the chair of the relevant national mediation body in that jurisdiction.  The costs and expenses of the mediation will be shared equally.

Following any failure to resolve the dispute through mediation, or for any Claim where the total amount of the award sought is greater than NZ$10,000, either party may refer the dispute to binding non-appearance–based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties (or failing such agreement in a reasonable time, by the chair of the relevant national arbitration body in that jurisdiction). Any ADR will be conducted in accordance with the relevant laws of New Zealand.

The ADR provider and the parties must comply with the following rules:

a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;

b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and

c)  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

General Terms

Entire Agreement

Headings in this Agreement are for reference purposes only and do not limit the scope or extent of any operative section.

Our failure to act with respect to a breach of this Agreement by you or others does not constitute a waiver of our right to act with respect to that breach or any subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

Other than the foregoing, this Agreement may not be otherwise amended except in a writing signed by you and us.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter contained in this Agreement.

Either party may assign this Agreement, in whole or in part, without your consent, to a present or future Affiliate or successor. Any permitted assignment of this Agreement shall provide that the provisions of this Agreement shall continue in full force and effect and that the assigning party shall remain responsible for all obligations hereunder.

Intellectual Property

We do not claim ownership of any data or information uploaded to our service. Metadata and other statistical information, such as anonymised data generated as a result of the use of our service, is owned by Unimarket and is used for the purpose of service improvement and usage analysis, as well as maintenance purposes including monitoring the Unimarket server environment to meet Unimarket's SLA of 99.9% availability and to improve performance.

Other than the limited licence granted herein, no intellectual property rights shall transfer from the Community to Unimarket.

Governing Law and Jurisdiction

This Agreement will be governed by the laws of New Zealand.

In addition, Unimarket has defined the "Unimarket Privacy & Security Policy" document that is in accordance with the NZ Privacy Act 1993 and the AU Privacy Act 1988.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Partial Invalidity

If any provision of this Agreement becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining terms and conditions, which shall continue in full force and effect.

Notices

Except as explicitly stated otherwise, legal notices shall be served on [email protected] (in the case of Unimarket) and to the email address you provide to Unimarket (in your case).

Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.

Alternatively, Unimarket may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

How to Contact Us

Online. www.unimarket.com Helpdesk. [email protected]

Post:

Unimarket New Zealand Ltd

Level 5, 9a Hargreaves Street

St Marys Bay, Auckland 1011 New Zealand