These terms and conditions (Terms) are entered into between GoZero Limited (NZBN 9429048927352) (we, us or our) and you, the person or entity registered with us as a business on the Platform (you or your), together the Parties and each a Party.
1 Acceptance
1.1 You accept these Terms by the earlier of:
(a) signing and returning the Sales Campaign Offer Form and these Terms to us including by email or any electronic executions platform acceptable to us; or
(b) confirming by email that you accept these Terms; or
(c) by clicking “I agree to GoZero’s terms and conditions for Business” in the Business registration form (https://go0.com/registerbusiness); or
(d) by using the Platform.
1.2 If you are signing the Sales Campaign Offer Form and these Terms on behalf of your employer or 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.
1.3 By signing the Sales Campaign Offer Form and these Terms, you agree to receive promotional or marketing material or other electronic communications via email from us from time to time. You may opt-out of receiving such communications at any time by clicking the “unsubscribe” link at the bottom of the relevant email. You acknowledge and agree that you cannot op-out of receiving updates or information from us regarding your Business Account, Vendor Accounts, or other information related to your use of the GoZero Services, as these communications are crucial to your arrangements with us.
2 Disclaimer
2.1 You acknowledge and agree that:
(a) we are not in any way endorsed by or affiliated with any emissions trading schemes;
(b) the purchase and sale of Carbon offsets is a commodity market, meaning that market prices fluctuate, and that we reserve the right to periodically reprice the value of our Carbon offsets in relation to the current market price;
(c) If any Carbon offsets are from one particular Carbon reduction project, they are not indefinitely available and we reserve the right at any time to substitute one Carbon reduction project for another. Any Carbon reduction projects shown on our Platform are examples only and may change from time to time; and
(d) any Carbon reduction value assigned to your actions is an estimate only and is not to be used to determine an official Carbon footprint, Carbon reduction or Carbon offset, nor to determine benefits or liabilities under any emissions trading scheme or to make claims of Carbon neutrality or similar.
3 Platform Licence
3.1 Subject to your compliance with these Terms, we grant you and your Vendor Accounts 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.
3.2 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;
(c) using the Platform for unlawful purposes;
(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.
4 Business Accounts
4.1 On receipt of the signed Sales Campaign Offer Form and these Terms from you, we will create an account for you on the Platform using the details contained in the Sales Campaign Offer Form (Business Account). Your Business Account will act as your virtual store front on the Platform and will include information about your business, Deals that you are offering and a listing in our business directory.
4.2 You must ensure that all information you provide to us in the Sales Campaign Offer Form is complete, true and correct. You must promptly advise us of any changes to information relating to your Business Account, business or products.
4.3 All personal information you provide to us will be treated in accordance with our Privacy Policy.
4.4 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of services and threshold of reviews.
5.1 You may be permitted to link several accounts for use by your staff, different stores or different tills to your Business Account (Vendor Accounts). You must advise us how many Vendor Accounts you require in the Sales Campaign Offer Form.
5.2 Vendor Accounts will be able to scan QR codes for Deals on behalf of your Business Account which will notify us that Deals have been redeemed by Users.
5.3 You will ensure that each Vendor Account complies with these Terms. You are solely responsible and liable for all acts and omissions of, or relating to, any Vendor Accounts.
6.1 The Platform is a place where we will list Deals on your behalf (as set out in your completed Sales Offer Campaign Form) which can be accepted by Users. We will provide the Platform to you (including hosting and maintaining the Platform) (together the GoZero Services). You understand and agree that we only make available the GoZero Services. We are not party to any agreement entered into between you and a User and we have no control over the conduct of Users or other listed on the Platform.
(a) a Deal for Users who have not accrued a particular number of Carbon Points (as determined by us) (Carbon Deal); and
(b) a Deal for Users who have accrued over a certain number of Carbon Points in a relevant month and access a discount (or similar) on your goods and/or services for that month and the month immediately following (Hero Deal),
available for acceptance by Users.
6.3 To list a Deal on the Platform you must have:
(a) signed and returned to us the Sales Campaign Offer Form (which can be signed electronically via our Platform) and these Terms and provided us with all required information to enable us to create Business and Vendor accounts for you;
(b) purchased Carbon offsets or provided us with evidence of your Carbon reduction or prevention efforts in accordance with clause 7; and
(c) paid us the Price in full and it must have been received by us.
6.4 Users can redeem a Deal by scanning their QR code at the physical point of sale. A User who redeems a Deal will be allocated the applicable number of Carbon Points by us. Once all Carbon Points we have allocated to that Deal have been allocated to Users, the Deal will end and will be removed from the Platform. You can request that we renew or extend an existing Deal or list a new Deal on the Platform by complying with clauses 6.2 and 6.3 in relation to that Deal.
6.5 You acknowledge and agree that Carbon Points are a loyalty scheme operated by us and that we determine the number of Carbon Points allocated to a Deal by reference to the amount of Carbon you have offset, reduced or prevented as well as the number of Carbon Points a User will receive when they purchase a Deal. We will allocate 1 Carbon Point for every kilogram of Carbon you have offset, reduced or prevented in relation to a Deal you want listed on the Platform. It is expected that you will offer at least a 10% discount on your goods or services in each Deal.
6.6 You are solely responsible for all interactions with the User in relation to the Deal, including their purchase of and payment for the goods and/or services and any returns or refunds in relation to the goods and/or services.
6.7 To avoid doubt, the cancellation, exchange, variation, or refund of any goods and/or services the subject of a Deal listed on the Platform is strictly a matter between you and the User. We are not liable for any Liability which arises as a result of a User’s acceptance, purchase, completion or otherwise of a Deal.
6.8 You warrant and represent to us that you will at all times maintain sufficient stock of the products the subject of a Deal. If at any time your stock levels of the products the subject of a Deal run, or are likely to run, out you must notify us immediately. We will suspend the Deal on the Platform so that it is no longer capable of acceptance by Users until you notify us that you have sufficient stock of the products to enable the Deal to be reinstated on the Platform. We are not liable for any Liability which arises as a result of your failure to advise us of insufficient stock of a product.
6.9 You agree that you are solely responsible for all Deals that you make available on or through the Platform, including their content. You represent and warrant that:
(a) you are either the sole and exclusive owner of Your Materials or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Materials (as contemplated by these Terms); and
(b) neither Your Materials nor the posting, uploading, publication, submission or transmission of any Deals or our use of Your Materials on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.10 We do not endorse or approve, and are not responsible for, Your Materials. We may, at any time (at our sole discretion), remove any of Your Materials from the Platform.
6.11 This clause will survive termination or expiry of these Terms.
7 Purchase of Carbon Offsets and Carbon Reduction
7.1 You must purchase Carbon Offsets or provide evidence of your Carbon reduction or prevention efforts in order to list a Deal on the Platform in accordance with clause 6.
7.2 Carbon offsets can be purchased by requesting that we procure a certain amount of Carbon emissions avoidance or sequestration (Carbon Services) on your behalf. When we purchase Carbon Services at your request, these will be purchased from verified projects and the applicable Carbon units will be retired and we will attribute the benefit of those Carbon Services to you (where possible). You acknowledge and agree that we are not liable for any Liability which arises as a result of our procuring Carbon emissions avoidance or sequestration on your behalf.
7.3 Carbon reduction or prevention efforts can be shown by you providing us with evidence (in a form acceptable to us in our sole discretion) of:
(a) actions taken by you to reduce, prevent or offset your Carbon emissions (including but not limited to, source of actions, type of offsets and information on amounts avoided through new technologies). Where we consider the evidence you provide is not sufficient, we may either estimate the amount of Carbon reduced, prevented or offset by you by reference to such materials and information as we consider relevant, or refuse to accept such evidence (in our sole discretion). Any estimate by us is final; or
(b) your purchase of Carbon offsets from a credible provider (as determined by us in our sole discretion).
7.4 You acknowledge and agree that we will charge the Price for listing a Deal on the Platform, providing associated administration services, providing the Carbon Services and for calculating or estimating any Carbon reduction, prevention or offset on your behalf. You agree to pay us the Price in accordance with these Terms and the terms of the Invoice.
8 Intellectual Property
8.1 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.
8.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
8.3 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.
8.4 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;
(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
(d) you comply with all other terms of these Terms.
8.5 You grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use Your Materials, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit Your Materials on, through or by means of the Platform and our social media platforms. We agree to only modify Your Materials to the extent reasonably required by us.
8.6 This clause will survive the termination or expiry of these Terms.
9.1 Subject to clause 9.2, we will (and ensure that our Personnel do) keep confidential, and not use or permit any unauthorised use of, all of your Confidential Information in relation to your Carbon offsets and evidence of same.
9.2 Clause 9.1 does not apply to Confidential Information that:
(a) is required to be disclosed (including to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms) in order for you to comply with their obligations under these Terms;
(b) is authorised to be disclosed by us;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or
(d) must be disclosed by law or by a regulatory authority, including under subpoena.
10 Warranties
10.1 You represent, warrant and agree that:
(e) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(f) there are no legal restrictions preventing you from entering into these Terms;
(g) you are not a financial services business;
(h) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(i) you are responsible for complying with all laws, rules and regulations which apply to providing the goods and/or services in your Deals, including any laws applying to the advertisement of your Deals to Users; and
(j) you are appropriately qualified, and have any required skills, knowledge or training, to provide the goods and/or services.
11 Consumer Law
11.1 You agree and represent that you are signing up to the Platform for the for the purposes of trade. The Parties agree that:
(a) to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to the Platform, the GoZero Services or these Terms and any implied condition or warranty (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) is excluded; and
(b) it is fair and reasonable that the Parties are bound by these Terms, including this clause.
11.2 This clause will survive the termination or expiry of these Terms.
12 Limitations on liability
12.1 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 your interactions with Users, including in relation to Deals;
(b) the provision of the Carbon Services where we purchase Carbon offsets from third parties;
(c) any information you provide to us in the Sales Campaign Offer Form;
(d) any Vendor Accounts;
(e) your failure to have sufficient stock of a product the subject of a Deal; or
(f) Your Materials.
12.2 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; and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you for Carbon Points in the 12 months immediately preceding the act, event or omission giving rise to the Liability.
12.3 You agree to indemnify us from and against any Liability which arises as a result of a breach of the warranty in clause 9.1(c). Where this warranty is breached, we may immediately terminate these terms upon becoming aware of such breach and you agree to pay us any costs or expenses we suffer as a result of such termination pursuant to this clause.
12.4 This clause will survive the termination or expiry of these Terms.
13 Termination
13.1 Your Business Account and/or Vendor Accounts and these Terms may be terminated by you at any time on 10 Business Days’ notice in writing to us.
13.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party is unable to pay its debts as they fall due.
13.3 Should we suspect that you are in breach of these Terms, have falsified any of your Carbon reduction, prevention or offset claims or are responsible for any significant negative environmental or climate impacts (as determined by us on our sole discretion), we may either suspend your Business Account and Vendor Accounts while we investigate the suspected breach or terminate your Business Account and Vendor Accounts (in our sole discretion). .
13.4 Upon expiry or termination of these Terms:
(a) we will remove your access to the Platform and your account will be deleted;
(b) we will immediately cease providing the GoZero Services; and
(c) you agree that the Price paid is not refundable;
(d) where we terminate the Terms as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.
13.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
13.6 This clause will survive the termination or expiry of these Terms.
14 General
14.1 Amendment: These Terms may only be amended by written instrument executed by the Parties.
14.2 Assignment: 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).
14.3 Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this clause).
14.4 Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
14.5 Force Majeure: Despite anything to the contrary, to the maximum extent permitted by law, neither party will be liable for, and each party waives and release the other party from and against any liability caused or contributed to by, arising from or connected with any event or circumstance which is beyond its reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
14.6 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
14.7 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.
14.8 Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. 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.
14.9 Online execution: These Terms may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
14.10 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
14.11 Survival: Each clause, which by its nature survives termination, will survive the termination or expiry of these Terms.
15 Interpretation & Definitions
15.1 In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time; and
(c) words like including and for example are not words of limitation.
15.2 In these Terms, unless the context otherwise requires:
Carbon means greenhouse gases with global warming potential identified under the Kyoto Protocol, including carbon dioxide (CO2) methane (CH₄), nitrous oxide (N₂O), hydrofluorocarbons (HFCs), sulphur hexafluoride (SF₆) perfluorocarbons (PFCs), or any other gases that can be measured in “carbon dioxide equivalent” based on their global warming potential.
Carbon Point means a loyalty point which we allocate to a User when they redeem a Deal and which allows a User to unlock Hero Deals once they have accrued a certain number of Carbon Points.
Confidential Information includes information which:
(a) is disclosed to us in connection with these Terms at any time;
(b) is prepared or produced under or in connection with these Terms at any time; or
(c) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the information is received.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under these Terms will not constitute “Consequential Loss” for the purposes of this definition.
Deal means an offer for your goods and/or services which Carbon Points will be allocated to Users by us and which is advertised to Users on the Platform by way of either a Carbon Deal or a Hero Deal (as applicable).
Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or 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.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Invoice means an invoice issued by us to you for the Price incorporating these terms and conditions.
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, a Party to these Terms or otherwise.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Platform means the website and/or application (as applicable) owned and operated by us through which businesses can register to be part of our business directory and offer Deals to Users.
Price means the price set out in the Invoice for our administration services, Carbon Services, listing a Deal on the Platform and estimating your Carbon reduction or prevention efforts.
Sales Campaign Offer Form means the form set out in Annexure 1 or on the GoZero website.
User means a person registered as a user on the Platform.
Your Materials means your brand, logo, all information, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before your acceptance of these Terms and/or developed by or on behalf of you or your Personnel independently of these Terms.