Merchant Terms and Conditions
1 In these terms and conditions the following terms have the meanings specified:
(a) Advertising Period in relation to a Deal Period means a period of time commencing at a time chosen by LSB before the start of the Deal Period and ending at the end of the Deal Period
(b) Deal means a Proposed Deal that has been accepted for Listing by LSB and in respect of which Subscribers may purchase Vouchers redeemable from the Deal Merchant.
(c) Deal Availability Period means, in relation to a Proposed Deal, the period of time specified in the Deal Form relating to that Proposed Deal during which the Deal Merchant is prepared to offer the relevant Proposed Deal and during which LSB is entitled to accept the Proposed Deal for Listing.
(d) Deal Period means a period commencing at 12.00.00 noon on a Friday and ending at 11.59.59 a.m. on the following Friday or such other period of time as LSB determines from time to time at its absolute discretion.
(e) Deal Form means in relation to a Proposed Deal, the then current form used by LSB on which the Deal Merchant may submit details of Proposed Deals to LSB.
(f) Deal Merchant means a person who wishes to offer Deals to Subscribers through the Site and who submits Deal Forms to LSB.
(g) Exclusive Period means the period beginning before the start of the Deal Availability Period and ending a period of time after the end of the Deal Availability Period during which the Deal Merchant warrants that the deal is offered solely to Subscribers to the Site.
(h) Listing means the process by which LSB accepts a Proposed Deal for advertising on the Site (which in turn will give Subscribers the opportunity of purchasing Vouchers in relation to the Deal).
(i) LSB means LSB Limited.
(j) Proposed Deal means the terms on which the Deal Merchant, through the Site, proposes to offer Subscribers an opportunity to purchase products or services from them.
(k) Site means the LSB Deal Club website www.lsbdealclub.co.nz.
(l) Subscriber means a person who is a subscriber to the Site.
(m) Terms means these Merchant Terms and Conditions (as amended from time to time).
(n) Terms of Subscription means the terms and conditions that apply to persons who are Subscribers in their use of the Site.
(o) Validity Period in relation to a Voucher means the period of time during which the Voucher may be redeemed, with the end of the Validity Period being the time at which the Voucher expires.
(p) Voucher in relation to a Deal means a document purchased by a Subscriber from LSB as agent for the Deal Merchant which entitles the Subscriber to redeem the Deal from the Deal Merchant, subject to the Terms of Subscription and any other applicable conditions applying to the Deal.
2 The Deal Merchant may from time to time submit Proposed Deals to LSB (by way of a Deal Form) for consideration by LSB for Listing. Deal Forms must be submitted to LSB in the manner required by LSB in its sole discretion from time to time.
3 Provided that LSB has not accepted a Proposed Deal for Listing, the Deal Merchant may revoke or vary the Deal Form that was submitted to LSB in respect of that Proposed Deal at any time by submitting an updated Deal Form which includes clear notice that the previous Deal Form is to be varied or revoked. Proposed Deals that have been accepted for Listing (i.e. Deals) may be varied or revoked by the Deal Merchant by giving a reasonable period of written notice to LSB provided however that any such variation or revocation is subject to:
(a) LSB being satisfied (in its complete discretion) that varying or revoking the relevant Deal will not breach any law or expose LSB to any liability; and
(b) any Vouchers purchased by Subscribers for that Deal prior to the time of variation or revocation remain valid and enforceable in the manner specified in clause 9.
4 By submitting a Deal Form to LSB, the Deal Merchant appoints LSB, and LSB accepts the appointment, to advertise Deals on the Site to Subscribers and facilitate the purchase by Subscribers of Vouchers relating to such Deals. The Deal Merchant acknowledges that:
(a) LSB is acting as the Deal Merchant’s agent in selling Vouchers to Subscribers and that at no time is LSB acting as the Deal Merchant’s agent in selling the products or services that are the subject of any Deal;
(b) the products and services which are the subject of any Deals are supplied directly from the Deal Merchant to Subscribers where Vouchers are redeemed (and not through LSB’s agency); and
(c) the Deal Merchant is responsible for all claims from Subscribers that relate to the products or services supplied by the Deal Merchant in redeeming Vouchers (including, without limitation, any claims under the Consumer Guarantees Act 1993 and the Sales of Goods Act 1908 (as applicable)) and that LSB is not responsible in any way for such claims.
5 In submitting a Proposed Deal to LSB, the Deal Merchant agrees, represents, warrants and undertakes (as applicable) as follows:
(a) LSB is not obliged to accept or consider any Proposed Deal for Listing and has the sole discretion to decide whether a Proposed Deal shall be accepted for Listing.
(b) A Proposed Deal submitted to LSB is open for acceptance for Listing by LSB at any time during the Deal Availability Period.
(c) All information or material submitted by the Deal Merchant to LSB in relation to a Proposed Deal (“Deal Information”) is true and correct and will not cease to be true and correct during the Deal Availability Period or the Validity Period.
(d) LSB has no obligation to verify or check the Deal Information for correctness or accuracy.
(e) The use of the Deal Information by LSB in the manner contemplated by these Terms will not cause LSB to breach any law, infringe any intellectual property rights or incur any liability. The Deal Merchant grants LSB a non-exclusive, royalty-free license to reproduce, distribute, re-format, store, prepare derivative works based on, and publicly display and advertise the Deal Information for the purposes contemplated by these Terms.
(f) The Deal Information is not in any way defamatory, contains no unsubstantiated claims, is not false, misleading or deceptive and is not likely to be false, misleading or deceptive.
(g) It is not illegal to sell the products or services which are the subject of the Proposed Deal.
(h) The Deal Merchant holds all necessary licences, permits, authorisations, consents, approvals or similar (as the case may be) that are required for it to sell the products or services which are the subject of the Proposed Deal.
(i) The Proposed Deal is exclusive to Subscribers and will not otherwise be made available by the Deal Merchant during the Exclusive Period.
6 LSB will advertise Deals on the Site during the relevant Advertising Period. The Deal Merchant acknowledges the following in respect of any Deal advertised on the Site:
(a) Only then current Subscribers will be able to purchase Vouchers.
(b) Subscribers will only be able to purchase Vouchers during the relevant Deal Period.
(c) Persons who are not Subscribers may not be able to view full details of the Deal and will not be able to purchase Vouchers.
(d) LSB has the sole discretion to determine what details of a Deal that persons who are not Subscribers will be able to view.
7 Once a Subscriber’s purchase of a Voucher has been confirmed in a manner acceptable to LSB, LSB may issue a Voucher to the Subscriber by email.
8 Each Voucher will specify the following information, if applicable (or such other information that LSB considers necessary or desirable at its sole discretion):
(a) the relevant Subscriber’s name;
(b) a description of the relevant Deal;
(c) a unique Voucher identification number (“Voucher Number”);
(d) contact details for the Deal Merchant;
(e) a summary of the Voucher’s conditions; and
(f) the Validity Period and/or the expiry date of the Voucher.
9 All Vouchers issued by LSB are done so as agent and are valid and enforceable by Subscribers against the Deal Merchant, as the principal to Voucher sale transactions, on the terms and conditions that were detailed in the relevant Deal Form. The Deal Merchant agrees that it will honour all valid, non-expired Vouchers duly presented to it. For the purposes of the Contracts (Privity) Act 1982, this clause confers a benefit on Subscribers and is enforceable by Subscribers against the Deal Merchant. If LSB makes an error in advertising a Deal or in generating a Voucher which leads to a Subscriber attempting to redeem a Voucher outside of the terms and conditions that were detailed in the relevant Deal Form (“Incorrect Voucher”), the Deal Merchant may or may not agree to allow the Subscriber to redeem the Incorrect Voucher. If the Deal Merchant allows the Subscriber to redeem the Incorrect Voucher, LSB will not have any liability to the Deal Merchant. If the Deal Merchant refuses to redeem an Incorrect Voucher, LSB’s only liability will be to the relevant Subscriber under the Terms of Subscription and LSB will have no liability to the Deal Merchant whatsoever in relation to that Incorrect Voucher.
10 The price of Vouchers will be set by LSB at its sole discretion. All money received by LSB from the purchase by Subscribers through the Site of Vouchers relating to Deals constitutes LSB’s commission for selling such Vouchers whether or not the relevant Voucher is redeemed.
11 If LSB delays or does not exercise any right or remedy under these Terms, it is not a waiver of that right or remedy. The single or partial exercise of any right or remedy under these Terms by LSB does not preclude the exercise of any other right or remedy or its further exercise. Any waiver or consent given by LSB is only effective if it is in writing and will only be effective in the specific instance and for the specific purpose for which it is given.
12 The Deal Merchant may not transfer, assign or sub-contract its rights or obligations arising under these Terms.
13 Notwithstanding any other provision in these Terms, LSB reserves the right to modify, suspend or discontinue operating the Site at any time, in its sole discretion, and without notice and LSB will not be liable to the Deal Merchant if it does so.
14 LSB makes no warranty to the Deal Merchant that services available through the Site (including, without limitation, the advertisement of Deals on the Site or the facility for Subscribers to purchase Vouchers) will be uninterrupted or error free. LSB makes no representations or warranties of any kind, express or implied as to the operation of the Site. LSB disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. The Deal Merchant agrees that it is utilising the services provided by LSB under this agreement for business purposes and that the provisions of the Consumer Guarantees Act 1993 do not apply.
15 To the maximum extent permitted by law LSB excludes all liability or responsibility that it might have to the Deal Merchant. The Deal Merchant agrees that the Liability Exclusion applies:
(a) regardless of how any liability it suffers arises (whether in contract, tort, negligence, equity, breach of statutory duty or otherwise); and
(b) in respect of any type of liability it suffers (whether direct, indirect, consequential, loss of profits, goodwill, use, data or other intangible losses); and
(c) despite it advising LSB of the possibility of any such liability.
16 The Deal Merchant indemnifies LSB against all costs, expenses, claims and liabilities of whatever nature (including legal costs on a solicitor and own client basis) incurred by LSB as a result of the Deal Merchant breaching these Terms, where it eventuates that a representation or warranty made by the Deal Merchant is incorrect, or where the Deal Merchant breaches any law or violates any rights of a third party.
17 Unless otherwise expressly stated:
(a) all prices on the Site and in these Terms include GST and are in New Zealand dollars; and
(b) all times and dates on the Site and in these Terms are New Zealand times and dates.
18 These Terms are governed by the laws of New Zealand. The Deal Merchant may only take legal action against LSB in a New Zealand court or tribunal. The Deal Merchant may not take any legal action in a New Zealand court or tribunal until it has notified LSB in writing of the relevant details of its claim and given LSB 90 days to resolve the claim with the Deal Merchant.
19 If any provision of these Terms becomes or is held to be invalid, unenforceable or illegal for any reason, that provision shall be deemed to be severed from the Terms, which shall otherwise continue in full force and effect.
20 These Terms supersede all previous agreements, representations and warranties whatsoever whether oral or written, and constitutes the entire agreement, between the parties, relating to the subject matter of these Terms. To the extent that there is any inconsistency or conflict between the provisions of these Terms and a Deal Form, the provisions of these Terms shall prevail.
21 LSB reserves the right to amend or replace these Terms from time to time in its sole discretion. Where the Deal Merchant submits a Deal Form to LSB, the Deal Merchant agrees to be bound by the then current Terms. The Deal Merchant can request a copy of these Terms from LSB.