Soomi NZ Terms &
Conditions
Last Updated:
14/03/21
By signing up for a
Soomi Account (as defined below) or by using any Soomi Services (as defined below), you are agreeing to be
bound by the following terms and conditions (the "Terms of Service").
As used in these Terms
of Service, "we", "us" and "Soomi" means the applicable Soomi Contracting Party (as defined below).
The services offered by
Soomi under the Terms of Service include various products and services to help you sell goods and services
to buyers, by enabling you to create and build your own online store. Any such services offered by Soomi are
referred to in these Terms of Services as the "Services". Any new features or tools, which are added to, the
current Services shall be subject to the Terms of Service. You can review the current version of the Terms
of Service at any time at https://www.soomi.co.nz.
Soomi reserves the
right to update and change the Terms of Service by posting updates and changes to the Soomi website. You are
advised to check the Terms of Service from time to time for any updates or changes that may impact you. And
if you do not accept such amendments, you must cease using the Services.
You must read, agree
with and accept all of the terms and condition including Soomi's Privacy Policy.
Account
Terms
To access and use the
Services, you must register for a Soomi account ("Account") by providing your full legal name and any other
accurate details required to register. Soomi may reject your application for an Account, or cancel an
existing Account, for any reason, in our sole discretion.
You confirm that you
are receiving any Services provided by Soomi for the purposes of business activity and not for any personal,
household or family purpose.
You acknowledge that
Soomi will use the email address you provide on opening an Account or as updated by you from time to time as
the primary method for communication with you. Email communications with Soomi must be from your primary
email address to authenticate your account.
You are responsible for
monitoring the primary Account email address you provide to Soomi and your email address must be capable of
both sending and receiving messages.
You are responsible for
keeping your password secure. Soomi cannot and will not be liable for any loss or damage from your failure
to maintain the security of your Account and password. You acknowledge that you are responsible for the
creation and operation of your Soomi Store. Soomi is not a marketplace. Any contract of sale through your
Soomi Store is directly between you and the buyer.
You are responsible for
all activity and content such as photos, images, videos, graphics, written content, audio files, code,
information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or
exhibited on or in connection with your Account ("Materials"). A breach or violation of any term in the
Terms of Service as determined in the sole discretion of Soomi may result in an immediate termination of
your Services.
Account Activation
Store Owner
The person signing up
for the Service by opening an Account will be the contracting party ("Store Owner") for the purposes of our
Terms of Service and will be the person who is authorized to use
any corresponding Account we may provide to the Store Owner in connection with the Service.
You are responsible for
ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if
applicable) is clearly visible on the Store's website.
If you are signing up
for the Services on behalf of your employer, your employer shall be the Store Owner. In this instance, you
must use your employer-issued email address and you represent and warrant that you have the authority to
bind your employer to our Terms of Service. ![]()
Your Soomi Store can
only be associated with one Store Owner. A Store Owner may have multiple Soomi Stores. "Store" means the
online store or physical location(s) associated with the Account.
Staff Accounts![]()
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Based on your Soomi
plan, you can create one or more staff accounts ("Staff Accounts") allowing other people to access the
Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account
while determining the level of access by Staff Accounts to specific business information.
The Store Owner is
responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the
performance of obligations under these Terms of Service as if they were the Store Owner's own acts,
omissions or defaults.
The Store Owner and the users under
Staff Accounts are each referred to as a "Soomi User".
Domain
Names
Upon purchasing a
domain name through Soomi, domain registration will be preset to automatically renew each year so long as
your Soomi Account remains active. You acknowledge that it is your sole responsibility to deactivate the
auto-renewal function should you choose to do so.
General Conditions
You must read and
accept all of the terms and conditions contained in these Terms of Service and Privacy Policy before you may
become a Soomi User.
Technical support in
respect of the Services is only provided to Soomi Users.
The Terms of Service
shall be governed by and interpreted in accordance with the laws of New Zealand. The United Nations
Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is
hereby expressly excluded.
You acknowledge and
agree that Soomi may amend these Terms of Service at any time by posting the relevant amended and restated
Terms of Service on Soomi's website, available at https://www.Soomi.co.nz and
such amendments to the Terms of Service are effective as of the date of posting.
The Terms of Service
were last amended on 14/3/21
Your continued use of
the Services after the amended Terms of Service are posted to Soomi's website constitutes your agreement to,
and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service,
do not continue to use the Service.
You may not use the
Soomi Services for any illegal or unauthorized purpose nor may you violate any laws in your jurisdiction
(including but not limited to copyright laws), the laws applicable to you in your customer's jurisdiction,
or the laws of New Zealand. You will comply with all applicable laws, rules and regulations in your use of
the Service and your performance of obligations under the Terms of Service.
You agree not to
reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or
access to the Services without the express written permission by Soomi. You shall not purchase search engine
or other pay per click keywords (such as Google Ads), or domain names that use Soomi or Soomi trademarks
and/or variations and misspellings thereof. Questions about the Terms of Service should be sent
to info@soomi.co.nz
You acknowledge and
agree that your use of the Services, including information transmitted to or stored by Soomi, is governed by
its privacy policy.
The Terms of Service
may be available in languages other than English. To the extent of any inconsistencies or conflicts between
these English Terms of Service and Soomi's Terms of Service available in another language, the most current
English version of the Terms of Service at https://www.soomi.co.nz will prevail. Any
disputes arising out of these Terms of Service will be resolved in English.
If any provision, or
portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or
unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other
provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service
will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had
never been contained within the Terms of Service. The remaining sections will survive the termination or
expiration of these Terms of Service.
Soomi Rights
We reserve the right to
modify or terminate the Services for any reason, without notice at any time. Not all Services and
features are available in every jurisdiction and we are under no obligation to make any Services or features
available in any jurisdiction.
We reserve the right to refuse service to anyone for any
reason at any time.
We may, but have no
obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion
that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate
these Terms of Service. Verbal or written abuse of any kind (including threats of abuse or
retribution) of any Soomi customer, Soomi employee, member, or officer will result in immediate Account
termination.
Soomi does not
pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service,
including your Store.
We reserve the right to
provide our services to your competitors and make no promise of exclusivity in any particular market
segment. You further acknowledge and agree that Soomi employees and contractors may also be Soomi
customers/merchants and that they may compete with you, although they may not use your Confidential
Information.
In the event of a
dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm
Account ownership. Documentation may include, but is not limited to, a scanned copy of your companies office
certificate of incorporation, primary photo ID, the last four digits of the credit card on file, your status
as an employee of an entity, etc.
Soomi retains the right
to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store
Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other
rights and remedies, Soomi reserves the right to temporarily disable an Account until resolution has been
determined between the disputing parties.
Confidentiality
"Confidential
Information" shall include, but shall not be limited to, any and all information associated with a party's
business and not publicly known, including specific business information, technical processes and formulas,
software, customer lists, prospective customer lists, names, addresses and other information regarding
customers and prospective customers, product designs, sales, costs (including any relevant processing fees),
price lists, and other unpublished financial information, business plans and marketing data, and any other
confidential and proprietary information, whether or not marked as confidential or
proprietary.
Soomi's Confidential
Information includes all information that you receive relating to us, or to the Services that is not known
to the general public including information related to our security program and practices.
Each party agrees to
use the other party's Confidential Information solely as necessary for performing its obligations under
these Terms of Service and in accordance with any other obligations in these Terms of Service including this
Section. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the
steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of
any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must
have access to such Confidential Information to perform such party's obligations hereunder, who each shall
treat such Confidential Information as provided herein, and who are each subject to obligations
of confidentiality to such party that are at least as stringent as those contained herein; or
(ii) as required by any law, regulation, or order of any court of proper jurisdiction over the
parties and the subject matter contained in these Terms of Service, provided that, if legally
permitted, the receiving party shall give the disclosing party prompt written notice and use
commercially reasonable efforts to ensure that such disclosure is accorded confidential
treatment.
Confidential
Information shall not include any information that the receiving party can prove: (A) was already in the
public domain, or was already known by or in the possession of the receiving party, at the time of
disclosure of such information; (B) is independently developed by the receiving party without use of or
reference to the other party's Confidential Information, and without breaching any provisions of these Terms
of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than
the disclosing party without breaching any provision of these Terms of Service.
Limitation of Liability
You expressly
understand and agree that, to the extent permitted by applicable laws, Soomi shall not be liable for any
direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to,
damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or
inability to use the Service.
To the extent permitted
by applicable laws, in no event shall Soomi or our suppliers be liable for lost profits or any special,
incidental or consequential damages arising out of or in connection with our site, our Services or these
Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as
applicable) our parent, subsidiaries, affiliates, Soomi partners, officers, directors, agents, employees,
and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third
party due to or arising out of your breach of these Terms of Service or your violation of any law or the
rights of a third party.
Your use of the
Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any
warranty or condition, express, implied or statutory.
Soomi does not warrant
that the Services will be uninterrupted, timely, secure, or error-free.
Soomi does not warrant
that the results that may be obtained from the use of the Services will be accurate or reliable.
Soomi is not
responsible for any of your tax obligations or liabilities related to the use of Soomi's
Services.
Soomi does not warrant
that the quality of any products, services, information, or other materials purchased or obtained by you
through the Services will meet your expectations, or that any errors in the Services will be
corrected.
Soomi is not liable for
any shipping or supply costs that are associated with your account, any liabilities on your account to Soomi
partners will be paid in accordance with our partners Terms & Conditions. Failure to pay a Soomi partner
may also result in the hold or termination of your store until Soomi partners have confirmed your account is
no longer owing to our partner team.
Waiver, Severability, and Complete
Agreement
The failure of Soomi to
exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such
right or provision. If any provision of the Terms of Service, including all terms and conditions and other
documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law,
such provision shall be changed and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall
remain in full force and effect.
The Terms of Service,
including the documents it incorporates by reference, constitute the entire agreement between you and Soomi
and govern your use of the Services and your Account, superseding any prior agreements between you and Soomi
(including, but not limited to, any prior versions of the Terms of Service).
Intellectual Property and Customer Content
We do not claim any
intellectual property rights over the Materials you provide to the Soomi Service. All Materials
you upload to your Soomi Store remains yours. You can remove your Soomi Store at any time by deleting your
Account.
By uploading Materials,
you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to
allow Soomi to store, and in the case of Materials you post publicly, display and use your Materials; and
(c) that Soomi can, at any time, review and delete all the Materials submitted to its Service, although
Soomi is not obligated to do so.
You retain ownership
over all Materials that you upload to the Store; however, by making your Store public, you agree to allow
others to view Materials that you post publicly to your Store.
You are responsible for
compliance of the Materials with any applicable laws or regulations.
Soomi shall have the
non-exclusive right and license to use the names, trademarks, service marks and logos associated with your
Store to promote the Service.
Soomi Shipping
You must comply with any of our shipping partners Terms
of Services. Links to these can be found below:
CourierIt:
https://bit.ly/2RK0bUJ
Our shipping partners from time-to-time reserve the right
edit their terms of service at their sole discretion. The latest version of their Terms of Service can be
found directly on www.courierit.co.nz and was last updated in these Terms of Service on
14/3/2021.
Payment of Fees
You will pay the Fees
applicable to your subscription to Online Service and any other applicable fees, including but not limited
to applicable fees relating to the value of sales made through your Store when using all payment providers
("Transaction Fees"), and any fees relating to your purchase or use of any products or services such as
shipping, apps, Themes, domains, payment provider costs.
You must keep a valid
payment method on file with us to pay for all incurred and recurring Fees. Soomi will charge
applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and Soomi will
continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and
any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges
are in NZ dollars, and all payments shall be in New Zealand currency.
Subscription Fees are
paid in advance and will be billed in the intervals selected by the user on the set up of their account. Any
additional Fees will be charged from time to time at Soomi's discretion. You will be charged on each Billing
Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which
will be sent to the Store Owner via the email provided. As well, an invoice will appear on the
Account page of your Store's administration console. Users have approximately two weeks to bring up and
settle any issues with the billing of Subscription Fees.
If we are not able to
process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment
using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a
final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend
and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of
any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access
your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for
60 days following the date of suspension, Soomi reserves the right to terminate your Account.
Based on preferred
payment method for your authorised payment of the service, late payment penalties may be applicable. These
penalties if applicable will be disclosed in the specific payment partners terms and conditions and
displayed on the store set up.
All Soomi Fees will be
inclusive of GST at a rate of 15%, which will be identified on the invoice, along with Soomi GST number.
Soomi’s fees do not
include any taxes other than New Zealand GST, which may or may not be applicable in your local region.
You are responsible for
all applicable Taxes that arise from or as a result of your subscription to or purchase of Soomi's products
and services. To the extent that Soomi charges these Taxes, they are calculated using the tax rates that
apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such
products and services and will be billed to your Authorized Payment Method.
If a business or entity
is exempt from payment of GST Taxes in New Zealand, the Account Owner is responsible for reclaiming the GST.
Soomi New Zealand will still charge the GST any billable items.
For the avoidance of
doubt, all sums payable by you to Soomi under these Terms of Service shall be paid free and clear of any
deductions or withholdings whatsoever. Other than Taxes charged by Soomi to you and remitted to the
appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be
borne by you and paid separately to the relevant taxation authority. Soomi shall be entitled to
charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method
ignoring any such deduction or withholding that may be required.
You are responsible for
all applicable Taxes that arise from or as a result of any sale on your Soomi Store.
You must maintain an
accurate location in the administration menu of your Soomi Store. If you change jurisdictions you must
promptly update your location in the administration menu.
Soomi does not provide
refunds.
Cancellation and Termination
You may cancel your
Account and terminate the Terms of Service at any time by contacting info@soomi.co.nz and then following the
specific instructions indicated to you in Soomi's response. Upon termination of the Services by either party
for any reason:
Soomi will cease
providing you with the Services and you will no longer be able to access your Account;
Unless otherwise
provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or
otherwise; any outstanding balance owed to Soomi for your use of the Services through the effective date of
such termination will immediately become due and payable in full; and your Store website will be taken
offline.
If you purchased a
domain name through Soomi, upon cancellation your domain will no longer be automatically renewed. Following
termination, it will be your sole responsibility to handle all matters related to your domain with the
domain provider.
If at the date of
termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice
via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right to
modify or terminate the Soomi Service, the Terms of Service and/or your Account for any reason, without
notice at any time (unless otherwise required by applicable law). Termination of the Terms of
Service shall be without prejudice to any rights or obligations, which arose prior to the date of
termination.
Fraud: Without
limiting any other remedies, Soomi may suspend or terminate your Account if we suspect that you (by
conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent
activity in connection with the use of the Services.
Modifications to the Service and Prices
Prices for using the
Services are subject to change upon 30 days' notice from Soomi. Such notice may be provided at any time by
posting the changes to the Soomi Site (Soomi.co.nz) or the administration menu of your Soomi Store via an
announcement.
Soomi reserves the
right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with
or without notice (unless otherwise required by applicable law). Soomi shall not be liable to you
or to any third party for any modification, price change, suspension or discontinuance of the Service.
Third Party
Services
Soomi may from time to
time recommend, provide you with access to, or enable third party software, applications ("Apps"), products,
services or website links (collectively, "Third Party Services") for your consideration.
Such Third Party
Services are made available only as a convenience, and your purchase, access or use of any such Third Party
Services is solely between you and the applicable third party services provider ("Third Party
Provider").
In addition to these
Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services
you purchase from, or that is provided by, Third Party Providers. You are responsible for ensuring you are
agreeing to any 3rd parties latest terms and conditions.
If you install or
enable a Third Party Service for use with the Services, you grant us permission to allow the applicable
Third Party Provider to access your data and other Materials and to take any other actions as required for
the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials
or other interaction between you and the Third Party Provider is solely between you and such Third Party
Provider.
Soomi is not
responsible for any disclosure, modification or deletion of your data or other Materials, or for any
corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third
Party Provider to your data or other Materials.
The relationship
between you and any Third Party Provider is strictly between you and such Third Party Provider, and Soomi is
not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances
shall Soomi be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary,
exemplary or other damages whatsoever that result from any Third Party Services or your contractual
relationship with any Third Party Provider.
These limitations shall
apply even if Soomi has been advised of the possibility of such damages. The foregoing limitations shall
apply to the fullest extent permitted by applicable law. You agree to indemnify and hold us and (as
applicable) our parent, subsidiaries, affiliates, Soomi partners, officers, directors, agents, employees,
and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your
use of a Third Party Service or your relationship with a Third Party Provider.
Feedback and Reviews
Soomi welcomes any
ideas and/or suggestions regarding improvements or additions to the Services.
Under no circumstances
shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party
Services or any Third Party Provider (collectively, " Feedback") to Soomi be subject to any
obligation of confidentiality or expectation of compensation.
By submitting Feedback
to Soomi (whether submitted directly to Soomi or posted on any Soomi hosted forum or page), you waive any
and all rights in the Feedback and that Soomi is free to implement and use the Feedback if desired, as
provided by you or as modified by Soomi, without obtaining permission or license from you or from any third
party.
Any reviews of a Third
Party Service or Third Party Provider that you submit to Soomi must be accurate to the best of your
knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of
intellectual property rights, or otherwise injurious to third parties or objectionable. Soomi reserves the
right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers,
but does not regularly inspect posted Feedback.
Rights of Third Parties
Save for Soomi and its
affiliates, Soomi Users or anyone accessing Soomi Services pursuant to these Terms of Service, unless
otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of
Service shall have any right to enforce any term of these Terms of Service, regardless of whether such
person or entity has been identified by name, as a member of a class or as answering a particular
description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or
transferee of these Terms.
Privacy & Data Protection
Soomi is firmly
committed to protecting the privacy of your personal information and the personal information of your
customers.
By using the Service,
you acknowledge and agree that Soomi's collection, usage and disclosure of this is governed by our Privacy
Policy.
Soomi Privacy Policy
Last Updated: 01 March 2021
Our goal is to create and
encourage a community that supports local businesses. But we will never forget the need to protect your
privacy online.
· Every business must sign up with
their real name and provide real contact information.
· soomi.co.nz is protected by a
password and encrypted by HTTPS.
· Soomi NZ may from time-to-time may
share some data with its associated partners for the purposes of improving its services, promoting Soomi
members, advertising and any other requirement Soomi or its associated partners may need.
We are committed to continually
improving our privacy policy to better protect the information of our users.
Soomi NZ Limited is the data
controller of personal information processed through your use of our site.
The type of personal information
processed by us includes information that you provide when using our site or services, technical information
about your device, settings and site use, information that we receive from third parties, such as other
website providers, ad networks, and social media companies.
We use your data, amongst other
things, to provide you with our site and services or information about our site and services, tailor our
services to you, carry out an analysis of our services, provide (or allow others to).
You agree that we may send you
marketing materials relating to our services and associated partners which you can opt-out of at any time by
sending an email to info@soomi.co.nz
Soomi NZ may from time-to-time share
information with our WERU.co.nz platform for the purpose of promoting your store on our free business
directory.
