Merchant Terms & Conditions

Terms and Conditions

1 Introduction

1.1 These terms and conditions (Terms) are entered into between Shaara Deals Limited NZBN 9429053596291 (we, us or our)

and you, together the Parties and each a Party.

1.2 We provide an online deals and vouchers marketplace platform that connects Merchants with Customers (Customers) by

running time-limited promotional deals (Platform).

1.3 In these Terms, you or Merchant (Merchant) means (as applicable) the business entity or person registered with us as a

Merchant on the Platform, or the individual accessing or using the Platform on behalf of that business.

1.4 If you are using the Platform on behalf of a business entity, you, in your individual capacity, represent and warrant that you

are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to

these Terms.

2 Acceptance and Platform Licence

2.1 You accept these Terms by completing the merchant onboarding process, creating a Merchant Account, and accepting

these Terms on the Platform.

2.2 You must be at least 18 years old to use the Platform.

2.3 We may amend these Terms at any time by publishing the updated Terms on our website and updating the "Last updated"

date accordingly. We will also provide written notice to you of any material changes. By continuing to use the Platform

after 30 days from the date the updated Terms are published (or from the date of written notice, whichever is earlier), you

agree to be bound by the amended Terms. We encourage you to review these Terms regularly to stay informed of any

updates. If you do not agree to the amendment and it adversely affects your rights, you may terminate your Account with

effect from the date of the change by providing written notice to us.

2.4 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide,

non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our

prior written consent.

2.5 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information

without an individual's consent) or any other legal rights;

(b) using the Platform to defame, harass, threaten, menace or offend any person;

(d) interfering with any user of the Platform;

(e) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);

(f) using the Platform to send unsolicited electronic messages;

(g) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(h) facilitating or assisting a third party to do any of the above acts.

3 Merchant Accounts

3.1 To access the Platform’s features as a Merchant, you must register on the Platform and create a merchant account

(Merchant Account).

3.2 You may only have 1 Merchant Account.

3.3 Onboarding Process:

(a) You must first complete the “Get in Touch” form on our website, providing your name, designation, business name,

email address, phone number and message; and

(b) Following initial contact, we will request the following information for Merchant onboarding: business legal name,

business trading name, email, phone number, business address, and website URL (if applicable); and

you do not provide us with information we reasonably request, we may refuse to create a Merchant Account for you.

If provide us with any information which indicates you are not a fit and proper person to be provided with a Merchant

Account, we may refuse to provide you with a Merchant Account, in our sole discretion.

3.4 You must provide and maintain up to date information in your Merchant Account and must not share your account

password with any other person. Your Merchant Account is personal and you must not transfer it to others.

3.5 You are responsible for keeping your Account details and your username and password confidential and you will be liable

for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of

any unauthorised use of your Account.

3.6 All personal information you provide to us will be treated in accordance with our Privacy Policy and the Privacy Act 2020.

4 Platform summary

4.1 The Platform is a marketplace where Customers can purchase time-limited promotional deals, vouchers, goods and services

offered by merchants. We provide the Platform to users (including hosting and maintaining the Platform), process

payments between Customers and Merchants provide promotional and advertising opportunities for Merchants and hold

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funds on behalf of Merchants until voucher redemption. (together the Shaara Deals Services). You understand and agree

that we only make available the Shaara Deals Services. We are not party to any agreement entered into between a

Purchaser and a Merchant and we have no control over the conduct of Merchants, Purchasers or any other users of the

Platform.

4.2 How the Platform Works:

(a) Merchant Listings: You create a Merchant Account and work with us directly to set up time-limited promotional deals.

You provide an accurate and complete description of the goods and services you can provide, including the price for

the goods and services (Listing Fees), deal terms, expiry dates and any other relevant details (Merchant Listing). We

will create and publish the Merchant Listing on your behalf on the Platform. Deals can be valid for a maximum period

of 90 days from the date of purchase, unless sold out earlier or otherwise subject to your stock availability and

promotional limits. Customers must redeem their vouchers within this timeframe.

(b) Customer Purchases: Customers browse Merchant Listings on the Platform and purchase vouchers for your goods and

services by paying the Listing Fees through the Platform.

for verifying the voucher code and providing the goods and services described in the Merchant Listing.

4.3 You may only create new promotional deals by contacting us directly. You cannot independently create or modify Merchant

Listings on the Platform. By creating a Merchant Listing (or instructing us to create one on your behalf), you confirm that

you are legally entitled to and capable of supplying the goods and services described in the Merchant Listing.

4.4 You are responsible for the accuracy of all information in your Merchant Listings, and quality of goods and services you

provide, and compliance with all consumer guarantees and applicable laws.

5 Merchant Obligations

5.1 As a Merchant, you agree to:

(a) Accuracy of Listings: Ensure that all information in your Merchant Listings is accurate, complete, current and not

misleading. This includes descriptions of goods and services, pricing, terms and conditions, expiry dates, and any

restrictions or limitations.

(b) Quality of Goods and Services: Provide goods and services of acceptable quality and fit for purpose as described in

your Merchant Listings. You are solely responsible for the quality, safety and legality of the goods and services you

provide.

the Fair Trading Act 1986 and all other applicable consumer protection laws. You acknowledge that Customers have

rights under New Zealand consumer laws in relation to the goods and services you provide.

(d) Compliance with Laws: Comply with all applicable laws, rules and regulations in relation to your business and the

provision of goods and services, including (without limitation) health and safety laws, food safety laws, licensing

requirements, and fair trading laws.

(e) Voucher Redemption: Accept and honour all valid vouchers purchased through the Platform in accordance with the

terms of the relevant Merchant Listing. You must verify voucher codes presented by Customers and provide the goods

and services as described.

(f) Customer Service: Deal with Customers in a professional, courteous and lawful manner. You are responsible for

handling all Customer enquiries, complaints and issues relating to your goods and services.

(g) Cooperation: Cooperate with us in good faith in relation to the operation of the Platform, including providing

information we reasonably request and responding to enquiries in a timely manner.

(h) Insurance: Maintain appropriate insurance cover for your business and the goods and services you provide, including

public liability insurance and professional indemnity insurance (where applicable).

(i) Refunds: Process all refund requests from Customers in accordance with your refund and cancellation policies,

consumer laws and these Terms. You must refund Customers the full Listing Fees (being the deal price paid by the

Customer) where a refund is due.

(j) Pay In-Store Vouchers: Accept and honour all valid pay in-store vouchers presented by Customers. You must collect

the Listing Fees directly from Customers when they redeem pay in-store vouchers. You must accurately track and

report all pay in-store voucher redemptions through your Merchant Account.

5.2 You represent, warrant and agree that:

(a) you are appropriately qualified and have any required skills, knowledge, training, licences and permits to provide the

goods and services described in your Merchant Listings;

(b) you are solely responsible for determining the type, timing, manner and means of providing your goods and services,

and the price you charge for goods and services;

of the goods and services you offer. We do not set your fees, work hours, schedule or location. We do not provide you

with training, equipment, tools or materials to provide your goods and services; and

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(d) you are responsible for any taxes payable on any fees you receive for your goods and services, including GST, income

tax and any other applicable taxes.

6 Payments and Commission

6.1 Payment Options: Customers purchasing vouchers through the Platform are offered two payment options:

(a) Pay Online: The Customer pays the Listing Fees online through the Platform at the time of purchase via our third-party

payment processor.

(b) Pay In-Store: The Customer claims a voucher through the Platform at no upfront cost and pays the Listing Fees directly

to you when they redeem the voucher in-store.

You do not control which payment option is available to Customers. Both payment options are always presented to

Customers at the time of purchase.

6.2 Pay Online Vouchers: When a Customer selects the pay online option:

(a) The Customer pays the Listing Fees via our third-party payment processor at the time of purchase.

(b) Customer payments are linked to you and the specific deal immediately upon purchase.

(d) Our payment processor automatically splits the payment and releases the Listing Fees (minus the Commission plus

GST) directly to the bank account details you provide in your Merchant Account, and releases the Commission (plus

GST) to us, in accordance with the payment processor's payment cycle.

(e) We do not earn, retain, invest or receive any interest or financial benefit from customer funds held by the payment

processor prior to payout.

6.3 Pay In-Store Vouchers: When a Customer selects the pay in-store option:

(a) The Customer claims a voucher through the Platform at no upfront cost.

(b) No payment is processed through the Platform at the time the voucher is claimed.

(d) You must verify the voucher code and collect the Listing Fees directly from the Customer at the time of redemption.

(e) You are responsible for collecting payment from the Customer.

(f) You must track all pay in-store voucher redemptions through your Merchant Account.

6.4 Commission for Pay In-Store Vouchers: For pay in-store vouchers that are redeemed:

(a) We will invoice you for the Commission (plus GST) on a weekly basis.

(b) Invoices will be issued each Monday for all pay in-store vouchers redeemed during the period Monday to Sunday of

the previous week.

(d) Payment must be made to the bank account details specified on the invoice.

6.5 Overdue Invoices: If invoices are not paid within 4 days from the date of issue and become overdue, we may:

(a) immediately remove your Merchant Listings from the Platform;

(b) immediately suspend or terminate your Merchant Account;

(c) refer the overdue amount to a debt collection agency for recovery. You will be liable for all costs associated with debt

collection and recovery, including legal fees, debt collection agency fees, and any other reasonable costs incurred by

us in recovering the overdue amount;

(d) Charge default interest on the overdue amount at the rate of 10% per annum (calculated daily and compounded

monthly) from the due date until the date of payment in full.

6.6 No Representation of Payment: You acknowledge and agree that:

(a) Listing a deal on the Platform does not create any representation, warranty or guarantee that you will receive

payment for every voucher claimed or redeemed.

(b) Pay in-store vouchers that are claimed but not redeemed do not result in any payment to you or any commission

payable to us.

presents the voucher to you and you provide the goods and services).

(d) The number of vouchers claimed does not necessarily reflect the number of vouchers that will be redeemed.

6.7 Commission: In consideration for providing the Shaara Deals Services (including advertising, promotion, payment

processing and platform access), we will charge a commission fee as agreed between us and set out in your Merchant

Account or as otherwise communicated to you (Commission). The Commission is exclusive of GST. GST will be added to the

Commission where applicable.

6.8 GST: All amounts payable under these Terms are inclusive of GST (where applicable). You are responsible for issuing tax

invoices to Customers where required by law.

6.9 Payment Method: You must provide valid bank account details in your Merchant Account. You warrant that you are

authorised to receive payments into the nominated bank account.

7 Refunds and Cancellation Policy

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7.1 Merchant Responsibility: You are solely responsible for processing all refund requests from Customers in relation to

vouchers (whether unused, expired or redeemed). This includes:

(a) determining your own refund and cancellation policies in relation to vouchers;

(b) processing refunds directly to Customers for unused, expired or redeemed vouchers;

7.2 Customers will contact you directly for any refund requests or disputes relating to vouchers.

7.3 Refund Amount: Where you process a refund to a Customer, you must refund the full Listing Fees paid by the Customer

(being the deal price paid by the Customer).

7.4 Refunds for Pay In-Store Vouchers: For pay in-store vouchers:

(a) If the Customer has not yet redeemed the voucher or paid you, no refund is required as no payment has been made.

(b) If the Customer has already redeemed the voucher and paid you, you must process any refund requests in accordance

with your refund policy and consumer laws.

Commission, the Commission (plus GST) remains payable to us and is non-refundable.

7.5 Non-Refundable Fees: The Commission (plus GST) and payment processing fees paid to us are non-refundable. You

acknowledge that once a voucher is purchased, the Commission (plus GST) is earned by us and is not refundable to you,

regardless of whether the voucher is redeemed, unused, expired or refunded to the Customer.

7.6 Consumer Law Rights: Customers have rights under the Consumer Guarantees Act 1993, Fair Trading Act 1986 and other

New Zealand consumer laws in relation to the goods and services you provide. Where a Customer is entitled to a remedy

under consumer laws (including a refund, replacement, repair or compensation), you are responsible for providing that

remedy directly to the Customer.

7.7 Disputes with Customers: For disputes with Customers relating to refunds, quality of goods and services, expired or unused

vouchers, or any other matter, you must attempt to resolve disputes with the Customer directly and in good faith. We are

not a party to disputes between Customers and Merchants and we do not mediate, arbitrate or resolve disputes on your

behalf.

7.8 This clause will survive the termination or expiry of these Terms.

8 Accommodation Providers

8.1 If you provide accommodation services (including hotels, motels, lodges or other accommodation providers), the following

additional terms apply.

8.2 Booking Management: You are responsible for managing all bookings, including:

(a) Confirming booking availability with Customers;

(b) Managing booking changes, cancellations and amendments;

(d) Maintaining accurate availability information.

8.3 Cancellation Policies: You must clearly set out your cancellation policies in your Merchant Listings, including but not limited

to:

(a) Cancellation deadlines;

(b) Cancellation fees or penalties;

(d) Your no-show policy.

(e) Any other terms and conditions applicable to an accommodation booking.

8.4 You are responsible for enforcing your cancellation policies and processing any refunds or cancellation fees in accordance

with your policies and consumer laws.

8.5 Additional Charges: You must clearly disclose in your Merchant Listings any additional charges that may apply. You are

responsible for collecting any additional charges directly from Customers.

8.6 Check-In Requirements: You may require Customers to provide identification, credit card details for incidentals, or other

information at check-in. You must clearly communicate your check-in requirements to Customers in advance.

8.7 Accommodation Policies: You must clearly set out your accommodation policies in your Merchant Listings. You are

responsible for enforcing your accommodation policies and may refuse service or charge additional fees for breaches of

your policies, provided such actions are consistent with your policies and consumer laws.

8.8 Availability: You must maintain accurate availability information and promptly communicate any changes in availability to

Customers who have purchased vouchers. If you are unable to honour a booking due to overbooking or other reasons, you

must:

(a) Notify the Customer as soon as possible;

(b) Offer alternative dates or comparable alternative accommodation (where available);

8.9 This clause will survive the termination or expiry of these Terms.

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9 Intellectual Property

9.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in

connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest,

or remain vested, in us.

9.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.

9.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to

any third party; or

(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying

any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website;

or creating derivative works from any of Our Intellectual Property.

9.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media

page or blog, provided that:

(a) you do not assert that you are the owner of Our Intellectual Property;

(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

deceptive; and

(d) you comply with all other terms of these Terms.

9.5 You grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use your business

name, trading name, logos, trade marks, images, content and other intellectual property (Merchant IP) for the purpose of:

(a) creating, publishing and promoting Merchant Listings on the Platform;

(b) advertising and marketing your goods and services on the Platform and on other platforms, including Google,

Facebook, Instagram, and other social media or advertising channels; and

9.6 You represent and warrant that:

(a) you are either the sole and exclusive owner of all Merchant IP or you have all rights, licences and consents necessary

to grant us the licence set out above;

(b) our use of the Merchant IP in accordance with this clause will not infringe, misappropriate or violate any third party's

intellectual property rights or other legal rights.

9.7 We may modify or adapt the Merchant IP to the extent reasonably required for the purposes set out above (for example,

resizing images or reformatting text for promotional materials).

9.8 You acknowledge that larger or established brands may wish to negotiate additional oversight or approval rights over the

use of their Merchant IP. If you require additional controls over our use of your Merchant IP, please contact us to discuss.

9.9 This clause will survive the termination or expiry of these Terms.

10 Content you upload

10.1 You may be permitted to post, upload information, images, descriptions and other content to the Platform or provide such

content to us for the purpose of creating Merchant Listings (Merchant Content).

10.2 If you provide Merchant Content to us or upload Merchant Content to the Platform, you grant us a worldwide, irrevocable,

perpetual, non-exclusive, transferable, royalty-free licence to use, copy, adapt, modify, distribute, publish, display and

communicate the Merchant Content on the Platform and for promotional and marketing purposes.

10.3 You agree that you are solely responsible for all Merchant Content. You represent and warrant that:

(a) you are either the sole and exclusive owner of all Merchant Content or you have all rights, licences and consents

necessary to grant us the rights in the Merchant Content as contemplated by these Terms;

(b) the Merchant Content does not infringe, misappropriate or violate any third party's intellectual property rights, privacy

rights or other legal rights;

10.4 We do not endorse or approve, and are not responsible for, any Merchant Content.

10.5 We may, at any time (at our sole discretion), remove any Merchant Content from the Platform.

This clause will survive the termination or expiry of these Terms.

11 Privacy and Customer Information

11.1 All personal information collected through the Platform is handled in accordance with our Privacy Policy.

11.2 Customer Information Shared with Merchants: When a Customer purchases a voucher for your goods and services, we will

provide you with the Customer's full name and voucher details (including the unique voucher code) to enable you to verify

and redeem the voucher. We will not provide you with the Customer's phone number, email address or other personal

information unless necessary for the provision of the goods and services or as otherwise required by law.

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11.3 Use of Customer Information: You must only use customer information provided to you through the Platform for the

purpose of providing the goods and services described in the relevant Merchant Listing and complying with your obligations

under these Terms. You must not:

(a) use Customer information for any other purpose (including marketing) without the Customer's express consent;

(b) disclose Customer information to any third party without the Customer's express consent or as required by law;

11.4 You must comply with the Privacy Act 2020 and all other applicable privacy laws in relation to any Customer information

you collect, use or disclose.

12 Communication

12.1 We may contact you via the Platform using in-account notifications, or via email, text, or phone using the contact details

you provide in your Merchant Account.

12.2 You must respond to our communications in a timely manner, particularly in relation to Customer complaints, refund

requests or other urgent matters.

12.3 You may contact us using the contact details set out at the end of these Terms.

13 Warranties and Disclaimers

13.1 You represent, warrant and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

(d) you have all necessary rights, licenses, permits and qualifications to provide the goods and services described in your

Merchant Listings;

(e) the goods and services you provide will comply with all applicable laws and will be of acceptable quality and fit for

purpose.

13.2 Our Disclaimers: We provide the Platform and the Shaara Deals Services on an "as is" and "as available" basis. To the

maximum extent permitted by law:

(a) No Responsibility for Merchant Services: We are not responsible for the quality, safety, legality or delivery of any

goods or services provided by you. We do not endorse, guarantee or assume responsibility for any goods or

services advertised or offered by you through the Platform.

(b) No Responsibility for Disputes: We are not responsible for any disputes, claims or issues between you and

Customers. All disputes must be resolved directly between you and the Customer.

(c) No Responsibility for Third Party Services: We are not responsible for the actions or omissions of third party service

providers, including our payment processor, hosting provider, or any other third party services used in connection

with the Platform.

(d) No Responsibility for Platform Availability: We do not guarantee that the Platform will be available at all times or

that it will be error-free, secure or free from viruses or other harmful components. The Platform may be

unavailable due to maintenance, technical issues, hosting or server failures, natural disasters, war, cyber-attacks or

other events beyond our reasonable control.

(e) No Responsibility for Data Loss or Security: We are not responsible if the Platform is hacked, if personal

information is compromised, or if there is any loss or corruption of data. You are responsible for maintaining your

own backups of any data you upload to the Platform.

(f) No Responsibility for Device Damage: We are not responsible if the Platform affects your device or data in any

way, including damage to your device or loss of data.

(g) Exclusion of Warranties: Subject to any rights you may have under New Zealand consumer laws, we exclude all

express and implied warranties, and the Platform and all services are provided to you without warranties of any

kind, either express or implied, whether in statute, at law or on any other basis.

13.3 Business Use: If you are a business using our Platform, you agree and represent that you are using our Platform for the

purpose of trade, and we and you both agree that:

(a) the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to the Shaara

Deals Services and these Terms; and

(b) it is fair and reasonable that we and you are both bound by these Terms, including this clause.

13.4 This clause will survive the termination or expiry of these Terms.

14 Limitations on liability

14.1 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any

Liability caused or contributed to by, arising from or connected with:

(a) any aspect of the interaction between you and Customers, including the goods and services you offer, the description

of goods and services, any advice you provide, the performance of services or supply and delivery of goods;

(b) any disputes, claims, complaints or issues between you and Customers;

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(d) any loss, damage or injury suffered by Customers or third parties as a result of your goods or services (including

allergic reactions, side effects, personal injury, property damage or any other harm);

(e) the unavailability of the Platform due to maintenance, technical issues, hosting or server failures, natural disasters,

war, cyber-attacks, hacking or other events beyond our reasonable control;

(f) any loss or corruption of data, or any damage to your device or systems;

(g) the actions or omissions of third party service providers, including payment processors, hosting providers or other

third parties.

14.2 Despite anything to the contrary, to the maximum extent permitted by law:

(a) Neither party will be liable for Consequential Loss.

(b) Each party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant

Liability was caused or contributed to by the acts or omissions of the other party or any of that party's personnel,

including any failure by that party to mitigate its losses.

(c) Our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the greater of

NZD $100 or the Commission (plus GST) paid by you to us for the relevant voucher or transaction that gave rise to the

Liability.

14.3 This clause will survive the termination or expiry of these Terms.

15 Indemnity

15.1 You agree to indemnify, defend and hold us harmless from and against any and all Liability (including legal costs on a

solicitor-client basis) arising from or in connection with:

(a) your breach of these Terms or any applicable laws;

(b) your provision of goods and services to Customers, including any claims by Customers or third parties relating to the

quality, safety or legality of your goods and services;

(d) your use of Customer information in breach of privacy laws or these Terms;

(e) any infringement or alleged infringement of third party intellectual property rights or other legal rights arising from

your Merchant Content or Merchant IP;

(f) any negligent, fraudulent or unlawful acts or omissions by you or your personnel.

15.2 This clause will survive the termination or expiry of these Terms.

16 Termination

16.1 Termination by You: You may terminate your Merchant Account and these Terms at any time by providing written notice

to us. Your termination will take effect 30 days after we receive your notice (or such other period as we agree in writing).

16.2 Termination by Us: These Terms will terminate immediately upon written notice by us if:

(a) you breach a material term of these Terms and that breach has not been remedied within 10 business days of you

being notified of the breach by us;

(b) you are unable to pay your debts as they fall due;

(d) you repeatedly receive poor reviews or complaints from Customers;

(e) we reasonably believe that your continued use of the Platform poses a risk to us, to Customers or to other users of the

Platform.

(f) you fail to pay invoices for Commission on pay in-store vouchers within 4 days from the date of issue, or you

repeatedly fail to pay invoices on time.

16.3 We may also terminate these Terms for convenience by providing you with 30 days' written notice.

16.4 Suspension: Should we suspect that you are in breach of these Terms, we may suspend your Merchant Account while we

investigate the suspected breach.

16.5 Effect of Termination: Upon expiry or termination of these Terms:

(a) we will remove your access to the Platform and your Merchant Account will be deactivated;

(b) we will immediately cease providing the Shaara Deals Services to you;

redeemed, in accordance with the Refunds and Cancellation Policy clause;

(d) the payment processor will pay you any amounts owing to you in accordance with the payment processor's payment

cycle, less any amounts you owe to us;

(e) where we terminate these Terms as a result of your unrectified breach, you agree to pay us our reasonable additional

costs directly arising from such termination, including recovery fees and legal costs.

16.6 Where termination is due to our breach of these Terms, we agree to refund you for any prepaid amounts on a pro-rata

basis.

16.7 Termination of these Terms will not affect any rights or liabilities that a party has accrued under it.

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16.8 This clause will survive the termination or expiry of these Terms.

17 General

17.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or

obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably

withheld).

17.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us (including unpaid invoices for

Commission on pay in-store vouchers), arising under or in connection with these Terms, to a debt collector, debt collection

agency, or other third party. You will be liable for all costs associated with debt collection and recovery, including legal fees

and debt collection agency fees.

17.3 Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any

question regarding its existence, validity or termination) (Dispute) between a Purchaser and us, or a Merchant and us, a

Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the

other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that

initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be,

either Party may ask the New Zealand Disputes Resolution Centre to appoint a mediator. The mediator will decide the time,

place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The

costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party

from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

17.4 Entire Terms: These Terms contains the entire understanding between the Parties and the Parties agree that no

representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in

these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings,

representations, warranties, commitments and agreements, in respect of its subject matter.

17.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these

Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on

the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event

and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration

and adverse consequences of the Force Majeure Event.

17.6 Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and

effect to these Terms and your obligations under it.

17.7 Governing law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits

to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those

courts and waives any right to object to proceedings being brought in those courts.

17.8 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the

details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been

served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

17.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency

subject to us acting as your limited payment agent relationship between the Parties.

17.10 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read

down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that

provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that

provision or the other provisions in these Terms.

17.11 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do

not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you

make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a

third party website linked from the Platform, such third party provides the goods and services to you, not us. We may

receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link

on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice

to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links

are Affiliate Links.

18 Definitions

18.1 Commission means the commission fee charged by us as set out in the Payments and Commission clause.

18.2 Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;

any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act

or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the

Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or,

any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity,

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loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay

us the Fee under these Terms will not constitute “Consequential Loss”.

18.3 Customer means a person who registers for an account on the Platform for the purpose of browsing and purchasing

vouchers for goods and services offered by merchants through the Platform and redeeming vouchers with merchants to

receive the goods and services.

18.4 Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.

18.5 Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law,

equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how,

inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or

source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or

modifications of, the foregoing, whether or not registered or registrable.

18.6 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or

judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising,

whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party

or a party to these Terms or otherwise.

18.7 Listing Fees means the price charged by you for goods and services as set out in a Merchant Listing.

18.8 Merchant means a business entity or person that registers for a merchant account on the Platform for the purpose of

offering goods and services for sale through time-limited promotional deals and vouchers on the Platform, and providing

those goods and services to customers who purchase and redeem vouchers.

18.9 Merchant Account means your account on the Platform.

18.10 Merchant Content means information, images, descriptions and other content you upload to the Platform or provide to us.

18.11 Merchant IP means your business name, trading name, logos, trade marks, images and other intellectual property.

18.12 Merchant Listing means a listing of your goods and services on the Platform.

18.13 Our Intellectual Property means all intellectual property in the Platform, our branding, logos, content and materials.

18.14 Pay In-Store Voucher means a voucher claimed by a Customer through the Platform where the Customer elects to pay the

Listing Fees directly to the Merchant at the time of redemption, rather than paying online through the Platform.

18.15 Pay Online Voucher means a voucher purchased by a Customer through the Platform where the Customer pays the Listing

Fees online via our third-party payment processor at the time of purchase.

18.16 Platform means the Shaara Deals online deals and voucher marketplace platform.

For any questions or notices, please contact us at:

Shaara Deals Limited (NZBN 9429053596291)

Email: admin@shaaradeals.com

Last update: 16 June 2026