Introduction

By signing up for a BlackList Account (as defined in Section 1) or by using the BlackList website (www.theblacklist.nz) or any BlackList 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 “BlackList” means the applicable Black List Contracting Party (as defined in Section 4 below).
Any services offered by BlackList are referred to in these Terms of Services as the “Services”. And any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.theblacklist.nz/le... reserves the right to update and change the Terms of Service by posting updates and changes to the BlackList 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 conditions contained or expressly referenced in these Terms of Service, and Privacy Policy, and, if applicable, any supplementary Terms of Service for EU and International jurisdictions before you may sign up for a BlackList Account or use any BlackList Service.

1. Account Terms

1.1. To access and use the Services, you must register for a BlackList account (“Account”) by providing your name, phone number, a valid email address, and any other information indicated as required. BlackList may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

1.2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

1.3. You acknowledge that BlackList 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.

1.4. You are responsible for keeping your password secure. BlackList will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

1.5. You acknowledge that you are responsible for the creation and operation of your BlackList Account.

1.6. BlackList is not a marketplace. Any contract of sale through your Account is directly between you and the buyer.

1.7. 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”).

1.8. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of BlackList may result in an immediate termination of your Services.

2. Account Activation

2.1. The person signing up for the Service by opening an Account will be the contracting party (“Account 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 Account Owner in connection with the Service.

2.2. The Account Owner is responsible and liable for the acts, omissions and defaults arising from use of issued Accounts in the performance of obligations under these Terms of Service.

3. General Conditions

3.1. You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, the Privacy Policy, and, if applicable, any supplementary Terms of Service for EU and International jurisdictions before you may become a BlackList User, sign up for a BlackList Account or use any BlackList Service.

3.2. The Terms of Service shall be governed by and interpreted in accordance with the laws of New Zealand, without regard to principles of conflicts of laws. You submit to the exclusive jurisdiction of the New Zealand courts. 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.

3.3 You acknowledge and agree that BlackList may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on BlackList’s website, available at https://www.theblacklist.nz/le... and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to BlackList’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.

3.4. Technical support in respect of the Services is only provided to BlackList Account Owners.

3.5. You may not use the BlackList Services for any illegal or unauthorized purpose nor may you, in the use of the Service, 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.

3.6. 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 BlackList.

3.7. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use BlackList or BlackList trademarks and/or variations and misspellings thereof.

3.8. You understand that your Materials (not including credit card & payment information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card & payment information is always encrypted during transfer over networks.

3.9. You acknowledge and agree that your use of the Services, including information transmitted to or stored by BlackList, is governed by its privacy policy at https://www.theblacklist.nz/legal/privacy

3.10. 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 BlackList’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.theblacklist.nz/le... will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by BlackList (acting in its sole discretion) or as required by applicable law.

3.11. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. BlackList shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without BlackList’s prior written consent, to be given or withheld in BlackList’s sole discretion.

3.12. 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.

Sections 1, 3(2)-(5), 4, 6-8, 14-15, 17(8)-(10), 19, 21 and 22 will survive the termination or expiration of these Terms of Service.

4. BlackList Contracting Party

4.1. If the billing address of your Account is located in the Asia Pacific region (including Australia, New Zealand, China, Japan, Singapore), this Section 4(2) applies to you:

a. “BlackList Contracting Party” means The BlackList Limited, a limited company formed under the laws of New Zealand, with offices residing in New Zealand.

b. The parties irrevocably agree that the courts of New Zealand are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service and that accordingly any proceedings arising out of or in connection with the Terms of Service shall be brought in such courts. 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.

UPGRADE WHEN 2nD OFFICE / LOCATION OUTSIDE OF NZ/AU

5. BlackList Rights

5.1. 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.

5.2. We reserve the right to refuse service to anyone for any reason at any time.

5.3. 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 an Account, or the Materials uploaded or posted to an Account, or these Terms of Service.

5.4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any BlackList customer, BlackList employee, member, or officer will result in immediate Account termination.

5.5. BlackList does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Account.

5.6. 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 BlackList employees and contractors may also be BlackList customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

5.7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership.

5.8. BlackList retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, BlackList reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. Confidentiality

6.1. “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 personal & business information, technical processes and formulas, software, customer lists, prospective client lists, names, addresses and other information regarding customers and prospective customers, services, sales, costs, 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. BlackList’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.

6.2. 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 6. 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.

7. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, BlackList 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 BlackList 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, BlackList 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 the documents it incorporates by reference, 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.

BlackList does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

BlackList does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

BlackList is not responsible for any of your tax obligations or liabilities related to the use of BlackList’s Services.

BlackList 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.

8. Waiver, Severability, and Complete Agreement

8.1. The failure of BlackList 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.

8.2. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and BlackList and govern your use of the Services and your Account, superseding any prior agreements between you and BlackList (including, but not limited to, any prior versions of the Terms of Service).

9. Intellectual Property (IP) and Customer Content

9.1. We do not claim any intellectual property rights over the Materials you supply to the BlackList Service. All Materials you upload to your BlackList Account remains yours. You can remove your Materials at any time by deleting your Account.

10. Payment of Fees

10.1. You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees but not limited to Pay per view or pay per minute fees, one-off, upgrade, cancellation, on-site bookings or third party services (“Additional fees”). Together, the Subscription Fees any Additional Fees are referred to as the “Fees”.

10.2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. BlackList will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and BlackList 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 NZ currency.

10.3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at BlackList’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 available in your BlackList Account page and sent to the Account Owner via the email provided (optional). Users have 14 days to identify, communicate and settle any issues with the billing of Subscription Fees.

10.4. 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 during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, BlackList reserves the right to terminate your Account.

10.5. All Fees are exclusive of all applicable federal, provincial, state, local or other governmental sales, goods and services (such as Goods and Services Tax), or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

10.6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of BlackList services. To the extent that BlackList 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 you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to BlackList of your exemption. If you are not charged Taxes by BlackList, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

10.7. For the avoidance of doubt, all sums payable by you to BlackList under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by BlackList 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. BlackList 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.

10.8. BlackList does not provide refunds.

11. Cancellation and Termination

11.1. You may cancel your Account and terminate the Terms of Service at any time by contacting the BlackList support team and then following the specific instructions indicated to you in BlackList’s response.

11.2. Upon termination of the Services by either party for any reason:

A. BlackList will cease providing you with the Services and you will no longer be able to access your Account;

B. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

C. any outstanding balance owed to BlackList for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

D. your Account & Profile will be taken offline.

11.3. 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.

11.4. We reserve the right to modify or terminate the BlackList 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.

11.5. Without limiting any other remedies, BlackList 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.

12. Modifications to the Service and Prices

12.1. Prices for using the Services are subject to change upon 30 days’ notice from BlackList. Such notice may be provided at any time by posting the changes to the BlackList Site (theblacklist.nz) or the home/access page of your Account or via email communication to you.

12.2. BlackList 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).

12.3. BlackList shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

13. Rights of Third Parties

13.1. Except for BlackList and its agents, BlackList Users or anyone accessing BlackList 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.

14. Privacy & Data Protection

14.1. BlackList is 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 BlackList’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.