This agreement ("Agreement") is a contract between you and Tenderit Limited ("the Company"), and applies to any and all use by you (howsoever described) of the Services.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement, before you may use any of the services offered by the Company via this website, or become a member. By registering as a member, whether as User and/or Supplier, you accept the terms and conditions of this Agreement.

If you do not agree to be bound by the terms and conditions of this Agreement, you must not use or access any of the Services.

We reserve the right to unilaterally amend any or all of the terms of this Agreement at any time by posting the amended terms on our website. You expressly acknowledge that it is your obligation to ensure that you are familiar with the terms and conditions of this Agreement, as amended from time to time, prior to using any of the Services. Your use of any of the Services constitutes your acceptance of, and agreement to be bound by this Agreement (as amended from time to time).

You agree to abide by our policies as published in the members' section of the website. These policies may be updated from time to time. You expressly acknowledge that it is your obligation to ensure that you are familiar with these policies, as amended from time to time, prior to using any of the Services. Your use of any of the Services constitutes your acceptance of, and agreement to be bound by the policies.

Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following words or phrases have the following meanings:

"User" means any person responding to any tender placed on the website or subscribing to the Services in order to bid on tenders advertised on the website.

"member" means a person registered to use of the services provided by the Company, whether as a User or Supplier;

"Services" means the services provided by the Company pursuant to this Agreement, and all matters incidental thereto;

"Tender Documents" means the content of a tender placed by a Supplier for display on the website and includes any documents which may be downloaded by a User containing the terms and conditions of the tender;

"Supplier" means any person displaying Tender Documents or otherwise advertising a tender on the website;

"we", "us" and "our" refer to Tenderit Limited, and where the context requires, its agents, directors, employees and shareholders;

"website" means the website located at www.tenderit.co.nz

"you", "your", and "the Customer" are a reference to you; and

Clause and other headings are for reference purposes only and do not affect the interpretation of this Agreement.

Words importing the singular include the plural, and words referring to persons include bodies corporate and unincorporated entities and, in each case, the reverse.

You may not register as a member if you cannot form a legally binding contract. By registering as a member, you warrant to us that you can form a legally binding contract and have authority to act on behalf of and to bind any body corporate or unincorporate that you purport to represent.

You are solely and legally responsible for:

1. the content and legality of all information contained in your profile;
2. the content and legality of any material, including Tender Documents, you display on the website;
3. all your communications with other members, including all Users;
4. compliance with all applicable laws at all times when using the Services;
5. keeping your login information, including email address and password, secret and secure. You agree not to permit any other person to use your username or membership and not to disclose your password or any other information in connection with your membership to any person that may allow them to gain access to your membership

We provide a service whereby Suppliers may register tenders by displaying Tender Documents and where Users may view the Tender Documents and submit a response to the tender. You acknowledge that we do not otherwise take any part in the tender process other than providing the website as a venue for the process. If a bid is accepted by a Supplier, a contract will be formed between the Supplier and the User. We do not act as agent for either party.

If you display Tender Documents on the website, you, as a Supplier, warrant that:

1. the Tender Documents are accurate and do not breach the rights (including intellectual property rights) whatsoever of any third party in submitting the Tender Documents;
2. you are authorised to advertise the tender;
3. the contents of the Tender Documents do not breach any laws applicable in New Zealand.

By submitting a response to a tender, you, as a User, warrant that:

1. you are authorised to respond to the tender;
2. your response does not breach the rights (including intellectual property rights) whatsoever of any third party;
3. the contents of your response do not breach any laws applicable in New Zealand.

Charges and payment

Charges for our services are those advertised on our website.

We reserve the right to vary any charges or introduce new charges for Services at any time. The charge applicable for any service will be that advertised on our website at the time the contract was formed between you and us.

Payment of all charges must be made by credit card at the time the contract is formed, except where we have previously agreed in writing to advance you credit.

Where we have agreed to advance you credit, all invoices will be due for payment 28 days after the invoice date. In the event that the invoice remains unpaid beyond 28 days, we reserve the right to

1. refer the debt to a collection agency of our choosing and all costs incurred in the collection of the debt, including collection fees, commissions and legal costs, will be added to your outstanding invoice(s); and
2. suspend your account with us and remove all current information displayed on the website on your behalf until such time as all outstanding debts are paid.

We will use reasonable endeavours to make sure that the website and the Services remain available to you during our normal hours of operation. Notwithstanding the foregoing, we accept no responsibility whatsoever for any loss arising due to unavailability of the website or the Services. You acknowledge that we have no responsibility to you to ensure the services are provided to you on an uninterrupted basis.

We may terminate your membership (and thereafter terminate your right to access the Services immediately on notice to you), if you:

1. fail to make any payment due to us when such payment falls due; or
2. being a company, go into liquidation, have a receiver or statutory manager appointed, or are wound up, or a meeting is called for the purpose of considering the appointment of a liquidator;
3. being a natural person, commit any act of bankruptcy or have judgment entered against you in a sum exceeding $1000.00;
4. propose or enter into any scheme of arrangement or composition with your creditors;
5. commit a breach of this Agreement and fail to rectify such breach within two days of notice from us requiring rectification of it.

Without limiting any right that we may have, we may, at our sole discretion, edit, modify, or delete content from your profile, delete any other content or material you have displayed on the website, or suspend or cancel your membership if we believe that content entered creates, or may create, liability for us or if we believe you have breached this Agreement. We are not liable to you if we exercise any of these rights, including cancellation of registration as a member.

Termination of your membership does not relieve you from liability for prior breaches of the Agreement or of your obligations to pay all money owed by you to us on any account whatsoever, which money is payable immediately upon termination notwithstanding that the date for payment of the money may not have arrived.

Upon termination of your membership for any reason, all rights you have been granted under this agreement terminate and you will not be entitled to receive any rebate or refund of the whole or any part of any money paid pursuant to this Agreement, and you must pay to us all outstanding money payable under this Agreement and stop all use of the Services). Your obligations under this Agreement, including those contained in clauses 11 and 12, continue past termination of your membership.

Disclaimer and indemnity

Responsibility for the content of Tender Documents and any other documents displayed by a member (including advertisements and hyperlinks to members' websites) rests solely with the member. Display on the website does not constitute our recommendation or endorsement of any member or a third party advertiser. Advertisers are solely responsible for any representation made in any advertisement.

The website may contain links to external internet sites. These external sites are outside our control. It is your responsibility to make decisions about the accuracy, currency, reliability and correctness of any information found.

Your use of the Services is at your sole risk. To the maximum extent permitted by law, any and all liability we may have to you, and any liability any of our directors, employees, agents, members or subcontractors may have to you arising out of or howsoever touching upon this Agreement (whether in contract, quasi-contract, tort, or equity) is excluded.

To the extent that any liability we may have to you, or that any of our directors, employees, agents, or subcontractors may have to you is incapable of exclusion by contract, you acknowledge and agree that our liability to you, and that of our directors employees, agents, or subcontractors shall be limited, in aggregate, to the extent of the charge incurred by you using the Services immediately preceding the event giving rise to our liability under this clause.

You agree to release, indemnify and keep indemnified us from and against all actions, claims, costs (including legal costs and expenses), losses, demands or liabilities incurred by us to any person arising out of or in connection with your failure to comply with these terms and conditions, your failure to perform any subsequent contract as a User or Supplier or arising out of any content, including Tender Documents, you make available through the website.

General provisions

Non-waiver: Failure by us at any time to enforce any provision of this Agreement is not a waiver of such provision and does not affect the validity of this Agreement or in any manner limit or restrict our ability to enforce such provision.

Partial invalidity: The invalidity of any part of this Agreement will not affect the enforceability of the rest of this Agreement. To the extent that it is practicable to do so without materially increasing our obligations under this Agreement, or materially decreasing our benefits under this Agreement any invalid clause shall be severed and the remaining terms of this Agreement shall continue in full force and effect.

Entire agreement: These terms and conditions supercede all previous conditions, agreements and representations whether oral or written, and constitutes the entire agreement between the parties relating to the provision of the Services.

Dispute resolution: If there is any dispute between the parties concerning this Agreement, or as to any matter in any way connected with or arising out of or howsoever touching upon this Agreement, you agree that such dispute will be resolved in accordance with our then current dispute resolution procedure (the details of which we will notify to you in writing) for the time being in force.

Enforcement: You agree to pay to us upon demand any costs incurred by us in remedying any default by you under this Agreement or in enforcing any provision of this Agreement, including all solicitor and client costs on an indemnity basis.

Assignment: You must not sell, transfer or assign any of your rights under this Agreement. We may assign this Agreement (including any right or interest arising under it) by written notice to you.

Force majeure: We have no liability for any lack of performance, unavailability or failure of the Services or the website, or any failure of us to comply with these terms and conditions where the same arises from any cause reasonably beyond our control.

Compliance with legislation: Subject to the provisions hereof, the parties to this Agreement shall do such things as are necessary to comply with all relevant national and local legislation in New Zealand, and agree to use their best endeavours to ensure that the terms and conditions contained in this Agreement are enforceable under such legislation. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

Electronic communications: You agree that to the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your use of the Services ("Communications"), may be provided to you, at our election (in our sole, absolute and unfettered discretion) electronically, or in paper format, by prepaid post, and you agree to receive all Communications from us in electronic form if we so elect. Electronic Communications will be delivered to your e-mail address. Any Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than three (3) business days after posting or dissemination, whether or not you have received or retrieved the Communication.

Confidential information: You agree that any information provided at any time to us may be used by us for any purpose connected with our business including (but not limited to) debt collection and credit reporting or assessment. We are authorised to provide such information to external agency or party for credit information and assessment purposes and that agency or party is hereby authorised to use and continue to use such information as part of their business services. We may from time to time publish email newsletters to the email address you have provided on registration. Each newsletter will include details of how you may unsubscribe.

Intellectual property

Unless otherwise agreed in writing, all intellectual property in, and relating to the Services (including inventions, patents, trademarks, copyright, know how, designs, trade secrets and other proprietary rights or forms of intellectual property, and information confidential to us) and any alterations, additions or amendments to intellectual property shall remain the property of us, and shall not be disclosed to any other person without our written consent.

You may not, without our prior written approval, in any form or by any means, adapt, reproduce, copy, store, distribute, print, display, publish or create derivative works from any part of this website.

You agree to take all reasonable steps to protect our intellectual property and ownership rights.

Confidentiality

Confidential Information includes all business, strategic and technical information or data, in any form whatsoever, disclosed to or received by you pursuant to the delivery of the Services (whether in writing, verbally, or by any other means and whether directly or indirectly). This includes, by way of example and not limitation, the all information pertaining to our affairs, products, software, operations, processes, costings, pricing methods, personnel, plans or intentions, product information, know-how, intellectual property, design rights, trade secrets and market opportunities.

Any and all Confidential Information received by you from us shall be held and kept confidential by you and shall be used by you solely for the strict purpose of performing your obligations pursuant to the Agreement. Confidential Information shall not be disclosed by you to any third party except with, and on the terms of, our prior written consent or as required by law.

Our Confidential Information remains our property and no right, entitlement or interest in our Confidential Information is extended or conveyed to you. At our request, and upon termination of this Agreement, you must ensure that all our Confidential Information is either destroyed or returned as requested, and must, if requested by us, forthwith certify in writing that this has occurred.