GrabOne Partner Terms and Conditions

These terms and conditions (Terms) set out the agreement between Grab One Limited (NZ company number 9392238) (GrabOne), and the Partner identified on the account application form (Partner Account Application) to which these Terms are referred to and/or attached (Partner). By signing the Partner Account Application or otherwise offering Deals through GrabOne, the Partner agrees to be bound by these Terms. 

GrabOne is the owner and operator of the website www.grabone.co.nz and any other sites or digital platforms GrabOne operates offering purchasing services under the name “GrabOne” which provides the Partner with a channel to promote its goods or services to Members. The Partner is a supplier of goods or services who is willing to sell those goods or services, sometimes at a discounted price, to Members who have either: (a) purchased through the relevant Portal; or (b) downloaded and redeemed coupons from the relevant Portal; and/or (c) advertise those goods or services through certain digital platforms offered by GrabOne.

1.1 In this Agreement:

Administration System means the online system made available by GrabOne to its Partners for the administration of Deals, which can be used, for example, by the Partner to:

1. complete Deal Schedules for those Deals that GrabOne may specify from time to time; and

2. submit information in relation to the redemption of Coupons;

Advertisement Content means any text, graphics, videos, sound recordings and any other content provided by the Partner to GrabOne so that GrabOne can prepare a Draft Advertisement;

Approved Advertisement means a Draft Advertisement that has been approved by the Partner in accordance with clause 3.2;

Banner Advertising means any advertising of the Partner’s goods, services and/or business that is displayed as an online banner on any Portal;

Commission means the commission payable by the Partner to GrabOne for facilitating a Live Deal, as specified in the Deal Schedule;

Coupon means a coupon (whether in hardcopy or electronic format) that allows Members (or their nominees) to be identified as purchasers of the Partner’s goods or services in a Live Deal or, after the Deal End Date, an entitlement to a Partner Credit or GrabOne Credit, and includes:

1. a Replacement Coupon;

2. the contact details of the Partner, a description of the Live Deal, the Deal End Date, the Credit Type, the Coupon Expiry Date, a unique code identifying the Member and the Live Deal, and the Specific Deal Conditions;

Coupon Expiry Date means the date that is three (3) years after the Purchase Date of the relevant Coupon, except for a Replacement Coupon, in which case the Coupon Expiry Date is three (3) years from the Purchase Date of the Original Coupon;

Deal means a deal offered by the Partner to Members and advertised on the Portal, whereby the Partner’s goods and/or services will be sold if the relevant Deal Criteria are met, as set out in the Deal Schedule;

Deal Criteria means the criteria applying to a specific Deal, as set out in the Deal Schedule and once the Deal is a Live Deal, as set out on the Coupon and/or in the Specific Deal Conditions;

Deal End Date means the end date as specified in the Deal Criteria;

Credit Type means the credit offered to Members based on the type of Deal specified in the Deal Schedule and Coupon, which for a Retention Deal shall be a Partner Credit and for a Pay on Redemption Deal shall be a GrabOne Credit;

Deal Schedule means a schedule containing the relevant information for each Deal as agreed between the Parties in accordance with clause 2.1.1 of these Terms; 

Deal Terms and Conditions means such terms and conditions applicable to a Live Deal, as set out in the GrabOne Terms and Conditions and in the Specific Deal Conditions for that Live Deal;

Digital Advertising means advertising conducted by way of:

• Email Advertising;

• Social Media Advertising; or

• Banner Advertising;

Draft Advertisement means a draft advertisement prepared by GrabOne for:

• the sales, promotion or other publicity relating to a Deal; or

• the sales, promotion or other publicity relating to the Partner’s goods, services and/or business that is intended to be advertised through Digital Advertising;

Email Advertising means any email advertising a Partner’s goods, services and/or business that is sent by or on behalf of GrabOne to the Member Database or a select group of the Member Database;

Social Media Advertising means any advertising of a Partner’s goods, services and/or business that is uploaded on any social media platform page that is owned or administered by or on behalf of GrabOne;

GrabOne Credit means a credit equal to the Paid Value of a relevant Coupon that GrabOne holds in the Member’s GrabOne account in accordance with clause 2.8.2 of these Terms which a Member may redeem dollar-for-dollar towards future purchases of Coupons on the Portal;

GrabOne Terms and Conditions means the general terms and conditions applicable to Members’ use of the Portal and any use of the services available through the Portal available at [add link], including the purchase of Coupons and the Specific Deal Conditions, as set out on the Portal and as may be amended by GrabOne from time to time by publishing the updated version on its website;

GST Act means the Goods and Services Tax Act 1985;

Late Entries has the meaning given in clause 2.12;

Line Item Dispatch Report means a dispatch report prepared by the Partner or their freight or logistics provider that provides track and trace detail for goods that are the subject of a Product Deal, which enables GrabOne to link consignments of those goods back to individual Member accounts for transparency purposes;

Live Deal means a Deal that has been activated by the agreement of the parties and is displayed on the Portal;

Member means any user of the Portal who is: (a) a prospective purchaser of a Deal; or (b) a purchaser of a Live Deal;

Member Confirmation means notification by email or other electronic means that a Member receives as confirmation of the Member’s purchase of a Partner’s goods in a Live Deal that is a Product Deal;

Member Database means a database containing information (including contact information) relating to each Member who has accessed and/or used the Portal; 

Partner Credit means a credit equal to the Paid Value of a relevant Coupon that the Partner must honour dollar-for dollar against future direct purchases by the Member of the Partner’s goods and/or services in accordance with clause 2.8.1 of these Terms; 

Partner Fees means the payment processing fees and any other fees that are set out in the Deal Schedule that are payable by the Partner to GrabOne for the Live Deal in addition to the Commission;

Net Amount means, in respect of a Live Deal, the Total Revenue for that Live Deal less: 

1. the Commission for that Live Deal;

2. the Partner Fees for that Live Deal;

Non-redeemed Coupons has the meaning given in clause 2.12;

Offer Period means the period during which GrabOne will advertise a Deal on the Portal, as specified in the Deal Schedule;

Original Coupon means, where a Member redeems a Coupon in accordance with the GrabOne Terms and Conditions and clause 2.7 of these Terms, the Coupon first purchased by a Member;

Paid Value means the actual dollar amount the Member pays to GrabOne for the Coupon; 

Pay on Redemption Deal means a Coupon identified as a pay on redemption deal on the Deal Schedule and where any monies due to the Partner are only paid upon redemption of the relevant Coupon in accordance with these Terms;

Portal means:

1. the relevant GrabOne website specified in the Deal Schedule;

2. any application (for use on an electronic device) that is made available by GrabOne to its Members and relates to the website specified in paragraph (a) of this definition, which provides similar functionality to that website;

Product Deal means a Deal identified as such on the Deal Schedule, and which is advertised on a Portal for the purchase of goods to be delivered by the Partner to the Member who purchases that Deal;

Purchase Date means the date that the Member purchases, and GrabOne sells, a Coupon on the Portal; 

Redemption Evidence has the meaning given in clause 2.13.2;

Replacement Coupon means, where a Member redeems a Coupon in accordance with clause 2.8.2 of these Terms, the replacement Coupon issued to the Member;

Retention Deal means a Deal identified as such on the Deal Schedule, and which is advertised on a Portal for the purchase of goods or services, and where GrabOne reserves the right to retain Retention Monies according to the payment section of the relevant Deal Schedule and these Terms;

Retention Monies means the portion of the Net Amount that GrabOne withholds from the Partner in respect of a Retention Deal in accordance with the payment terms of the applicable Deal Schedule and these Terms, and which is released to the Partner in accordance with clause 2.14.2 of these Terms;

Specific Deal Conditions means the specific terms, conditions and restrictions applicable to the relevant Live Deal (as agreed between the Parties in the relevant Deal Schedule in accordance with clause 2.1.1 of these Terms), as displayed on the Live Deal page of the Portal and the Coupon;

Total Revenue means the total gross revenue from sales of a Live Deal;

Track and Trace Report means a track and trace report prepared by the Partner or their freight or logistics provider that confirms delivery of the goods (that are the subject of a Product Deal) on behalf of the Partner to the relevant Members;

Working Day means a day other than Saturday, Sunday or a public holiday in New Zealand.

2.1 Deal Schedules

2.1.1 From time to time the Partner will seek to offer a Deal or Deals to Members and engage GrabOne to promote such Deals on the Partner’s behalf. In such circumstances, the Partner will submit a draft Deal Schedule in the manner specified by GrabOne. A Deal Schedule must include the Offer Period, Deal Criteria, Commission, Partner Fees (if any), the Specific Deal Conditions, whether the Deal is a Retention Deal or a Pay on Redemption Deal and the corresponding Credit Type and any other information reasonably required by GrabOne.   GrabOne may, in its sole discretion, approve or decline a Deal Schedule or any of the proposed terms set out in a draft Deal Schedule. 

2.1.2 Once a Deal Schedule is approved, the Deal Schedule will be deemed to incorporate the provisions of these Terms. GrabOne reserves the right, acting reasonably to shorten the Offer Period as set out in the Deal Schedule at any time. GrabOne may only extend the Offer Period with the Partner’s prior written consent. The parties acknowledge that there is no commitment by either of them to a minimum number of Deals being offered by the Partner on any of the Portals. If the Partner wishes to extend the Offer Period, it will before the end of the Offer Period request the consent of GrabOne to extend the Offer Period and GrabOne may agree to extend the Offer Period. Any such agreed extension will be recorded in writing, which may be by email.

2.2 Advertising Content:  As soon as reasonably practicable following the agreement of a Deal Schedule, the Partner will provide GrabOne with the Advertising Content in accordance with clause 3.2.

2.3 Changes to Deals: The Partner will not modify, cancel or withdraw a Deal once it has been published on the Portal by GrabOne without GrabOne’s written consent.

2.4 Administration System: If at any time GrabOne allows the Partner to use the Administration System in accordance with any Deal or Digital Advertising, GrabOne grants the Partner a revocable, non-transferable, non-exclusive licence to access and use the Administration System for such period as determined by GrabOne. The Partner will only access the Administration System using the username and password provided to it by GrabOne (together referred to as the User Details). The Partner will, and will procure that its employees will, keep the User Details required to access the Administration System secure and confidential and not reveal the same to any other person. The Partner acknowledges that it is entirely responsible for all activities that occur through the use of its User Details.

2.5 Live Deal Obligations: For any Live Deal the Partner warrants that it will perform its obligations under the Live Deal including promptly and efficiently:

2.5.1 providing the relevant goods and/or services to the Member in accordance these Terms and the Deal Terms and Conditions;

2.5.2 providing all after sales service and support to the Member in respect of the relevant good and/ or services;

2.5.3 dealing with any complaint or dispute relating to a Live Deal raised by a Member. Without limiting this clause 2.5.3, GrabOne will as soon as reasonably practicable inform the Partner in writing of any complaint or dispute made by a Member to GrabOne relating to a Partner’s Deal; 

25.4 complying with its obligations in accordance with the laws of New Zealand including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 as amended or replaced from time to time.

2.6 Product Deal Obligations: In addition to the obligations set out in clause 2.5, where goods are being provided by the Partner to a Member pursuant to a Product Deal, the Partner will:

2.6.1 be responsible for the packaging, logistics and the distribution of those goods to the relevant Member; and

2.6.2 provide GrabOne with:

• proactive and regular updates on expected delivery dates of the goods; and

• a Line Item Dispatch Report or Track and Trace Report within five Working Days of dispatch of all of the goods to Members; and

• a Track and Trace Report within five Working Days of delivery of all of the goods to Members; and

2.6.3 immediately notify GrabOne of any potential delays to the Deal’s expected delivery date. Where the Partner does not notify GrabOne of a delay of delivery (as advertised in the Deal) at least 48 hours prior to the delay, then the Partner will forfeit all rights to the Retention Monies due to the Partner from GrabOne on the Deal as payment to GrabOne for the additional member support costs and services that the delayed delivery causes. The Partner acknowledges that these charges represent a reasonable effort of GrabOne to establish its loss prospectively and shall be due as liquidated damages.

2.7 Redemption of Original Coupons: When a Member redeems an Original Coupon with the Partner on or before the Deal End Date, the Partner will provide the goods and/or services described in that Original Coupon to the Member up to the value specified on the redeemed Original Coupon.

2.8 Coupons not Redeemed by the Deal End Date: If:

2.8.1 a Coupon that is a Retention Deal has not been redeemed by the applicable Deal End Date, the Member shall be entitled to redeem the Partner Credit for that Coupon Deal directly with the Partner by means of the direct purchase of the Partner’s goods and/or services up to the amount of the Partner Credit on or before the Coupon Expiry Date. The Partner agrees to honour any Partner Credit that is redeemed by a Member on or before the Coupon Expiry Date in accordance with these Terms. Any Partner Credit not redeemed by the Member on or before the Coupon Expiry Date shall automatically expire; or 

2.8.2 a Coupon that is a Pay on Redemption Deal has not been redeemed by the applicable Deal End Date, the Member shall be entitled to redeem the GrabOne Credit for that Coupon with GrabOne by selecting a Replacement Coupon or Replacement Coupons on the Portal up to the amount of the GrabOne Credit on or before the Coupon Expiry Date. The Partner agrees to honour any Deal acquired by a Member in a Replacement Coupon. Any GrabOne Credit not redeemed by the Member on or before the Coupon Expiry Date shall automatically expire. 

2.9 Non-performance of Deal: The Partner will immediately notify GrabOne if at any time it considers it will not be able to carry out its obligations under a Live Deal and the reason for such non-performance. For the avoidance of doubt, any notice given under this clause will not relieve the Partner of its obligations under these Terms. If GrabOne receives notice under this clause, or otherwise considers that the Partner may not be able to carry its obligations under a Live Deal (whether or not that Deal has been advertised or becomes a Live Deal), then GrabOne may give notice to the Partner of its intention to immediately terminate these Terms if the Partner cannot reasonably show to GrabOne (within a reasonable time specified by GrabOne) that it is able to carry out such obligations.

2.10 Failure to Honour Terms of Deal: If for any Live Deal the Partner fails to honour the terms of the Live Deal (including in the case of a Coupon Deal failing to honour a Coupon and in the case of a Product Deal failing to deliver goods or services to a Member following the issue of a Member Confirmation) and GrabOne considers that the Partner has no reasonable cause to do so, or the Partner otherwise breaches the warranties provided in these Terms, then:

2.10.1 GrabOne may at its sole discretion withhold from the Net Amount any amount otherwise payable to the Partner in respect of the relevant Live Deal for so long as GrabOne believes (acting reasonably) is necessary so that GrabOne can:

• refund any amounts to Members that they may be legally entitled to; or

• otherwise to protect GrabOne’s legitimate business interests.

Any such funds withheld may be refunded to the Member by GrabOne at GrabOne’s sole discretion and the Partner will not make any claim against GrabOne for such refunded amounts; and

2.10.2 the Partner will indemnify GrabOne against all costs (including credit agency costs and legal costs on a solicitor client basis), losses, damages and expenses incurred by GrabOne arising out of or in connection with the Partner’s breach; and

2.10.3 GrabOne reserves the right to;

• register a default with a credit agency; and

• deduct claims and costs related to any Live Deal against any amounts payable to the Partner.

2.11 Returns: Where a Member returns a product to GrabOne in relation to a Product Deal, and the purchase price is refunded, the Partner may request that the product is returned to the Partner and GrabOne will provide all reasonable assistance in accordance with the Partner’s instructions provided:

2.11.1 the Partner will be liable for all return freight costs incurred by GrabOne;

2.11.2 GrabOne accepts no liability for the product;

2.11.3 where the Partner does not request the return of the product within 20 Working Days of notice to the Partner that the product has been returned to GrabOne, GrabOne may dispose of the product.

2.12 Payment Statement for Deal: Subject to clause 2.6, 2.9, 2.10 and 2.11, GrabOne will issue a statement to the Partner for each Deal setting out, in respect of the relevant payment cycle:

2.12.1 the Total Revenue;

2.12.2 the Commission payable to GrabOne;

2.12.3 the Partner Fees payable to GrabOne; and

2.12.4 the Net Amount due to the Partner subject to clause 2.12 or 2.13 (as applicable);

2.12.5 and GrabOne will pay the Partner the Net Amount at the times set out in the payment section of the relevant Deal Schedule and these Terms.

2.13 Payment for Pay on Redemption Deals: Subject to clause 2.6, 2.9, 2.10 and 2.11, for any Live Deal that is specified in the Deal Schedule as a Pay on Redemption Deal, the Partner acknowledges and agrees that:

2.13.1 GrabOne will only pay to the Partner the Net Amount for that Pay on Redemption Deal where a Member redeems the Coupon before the Deal End Date;

2.13.2 In order to receive payment, the Partner must submit via the Administration System sufficient evidence, to GrabOne’s satisfaction, establishing that the Coupon was redeemed prior to the Deal End Date (Redemption Evidence);

2.13.3 Where a Coupon for a Pay on Redemption Deal is not redeemed by a Member on or before the Deal End Date (Non-redeemed Coupon) the Partner shall not be entitled to any payment for the relevant Non-redeemed Coupon and instead the Member shall be entitled to a GrabOne Credit as set out in clause 2.8.2 of these Terms.  For the avoidance of doubt, any purchase by a Member of a new Coupon using valid GrabOne Credit on or before the relevant Coupon Expiry Date will be processed by GrabOne in the same manner as any other purchase of a Coupon Deal, including paying the Partner the Net Amount in accordance with either clause 2.13 (if the Deal is specified as a Pay on Redemption Deal in the Deal Schedule) or clause 2.14 (if the Deal is specified as a Retention Deal in the applicable Deal Schedule).   

2.14 Payment for Retention Deals: Subject to clause 2.6, 2.9, 2.10 and 2.11, for any Live Deal that is specified in the Deal Schedule as a Retention Deal:

2.14.1 GrabOne will pay the Partner eighty percent (80%) of the Net Amount received in relation to a purchased Coupon for that Live Deal, or such other percentage as is specified in the applicable Deal Schedule, during the Offer Period or as otherwise set out in the Deal Schedule;

2.14.2 The remaining balance of the Net Amount constitutes the Retention Monies, which GrabOne will pay to the Partner on the earlier of: 

• the date the Member redeems the Coupon; or 

• the Deal End Date, 

in each case, net of any refunds, chargebacks, or other adjustments applicable to that Coupon. Once the Retention Monies have been paid, no further payment obligations from GrabOne to the Partner arise in respect of the relevant Retention Deal. 

2.14.3 If a Member has not redeemed the Coupon for a Retention Deal by the Deal End Date, the Partner agrees to honour any redemption by the Member of its Partner Credit in accordance with clause 2.8.1 of these Terms.  

2.15 Time of Supply: In respect of any Coupon Deal, GrabOne and the Partner agree that, in accordance with section 5(11G) of the GST Act, the time of supply for GST purposes will occur on the redemption of the  Coupons (i.e. when the Member uses the Coupon to obtain the goods and services from the Partner) instead of on the issue or sale of the Coupons.

2.16 Responsibility for GST: In respect of any Deal, the Partner shall ensure that they account for GST on the provision of any underlying goods and services and the associated Total Revenue. GrabOne is not responsible for collecting, reporting or remittance of any GST in relation to sales made on behalf of the Partner, with the exception of the GST on GrabOne’s commission invoice. In relation to Pay on Redemption Deals only, should supply for GST purposes not occur due to non-redemption of Coupons then GrabOne will be responsible for collecting, reporting and remitting GST on sales made on behalf of the Partner for those Non-redeemed Coupons, in accordance with section 5(11E) of the GST Act.

2.17 Discounts Offered: The Partner warrants that where there is any discount advertised in a Live Deal, it has not offered and will not offer (whether in print, online, in store or otherwise) the goods or services that are the subject of that Deal issued by the Partner for sale on terms and/or at a price better than the Deal for the period beginning 40 Working Days prior to the Offer Period as set out in the Deal Schedule and ending at least 40 Working Days after the Offer Period including any extension of the Offer Period as agreed in accordance with clause 2.1. Any breach of this clause may (at GrabOne’s sole discretion) result in the Partner forfeiting all or part of the Retention Monies as set out in the Deal Schedule for the additional member support costs and services that the breach causes. The Partner acknowledges that these charges represent a reasonable effort of GrabOne to establish its loss prospectively and shall be due as liquidated damages.

2.18 International Money Transfers: Any bank fees deducted from payments made to Partners on international money transfers (by primary, intermediary or custodian banks) are exclusively for the Partners account. Foreign exchange rates applicable on international money transfers are those rates offered by GrabOne’s bank which are prevailing on the date that payments are physically made to Partners. GrabOne accepts no liability whatsoever for any adverse exchange rate movements.

3.1 Digital Advertising: From time to time the parties may agree that GrabOne will advertise for the Partner a Deal or the Partner’s goods or services by way of Digital Advertising. All Digital Advertising is subject to GrabOne’s advertising policies and any other applicable terms notified by GrabOne to the Partner from time to time. 

3.2 Advertising Content: As soon as reasonably practicable following the agreement of a Deal Schedule in accordance with clause 2.1 or any Digital Advertising in accordance with clause 3.1, the Partner will provide GrabOne with the Advertisement Content for the Deal or Digital Advertisement (as applicable). Following receipt of the Advertisement Content, GrabOne will prepare a Draft Advertisement for the Deal or Digital Advertisement (as applicable), which will include such Advertisement Content that GrabOne considers appropriate. GrabOne may make any changes to the Advertisement Content that it considers necessary, including:

3.2.1 in relation to any Deal, to ensure consistency in design with other advertisements on the Portal;

3.2.2 in relation to any Banner Advertising, to ensure consistency in design with other advertisements on the Portal; and

3.2.3 in relation to any Social Media Advertising, to ensure consistency in design with other advertisements on any Social Media page that is owned or administered by or on behalf of GrabOne or any Portal.

3.3 Approving Advertisements: GrabOne will submit or otherwise make available to the Partner the Draft Advertisement for its review and the Partner will as soon as reasonably practicable:

3.3.1 request reasonable changes to the Draft Advertisement in which case GrabOne will make those changes to the Draft Advertisement and re-submit the revised Draft Advertisement to the Partner for its approval in accordance with this clause;

3.3.2 or notify GrabOne of its approval of the Draft Advertisement (the approved Draft Advertisement shall be referred to as the “Approved Advertisement”.

Where GrabOne has not received a response from the Partner requesting changes or notification of approval within two Working Days from submission of the Draft Advertisement by GrabOne, the Partner will be deemed to have approved the Draft Advertisement and the Draft Advertisement shall be considered an Approved Advertisement for the purposes of these Terms.

3.4 Failure to Approve Advertisements: GrabOne will not be liable to the Partner for any delay or failure to provide Digital Advertising or advertise or promote a Deal where such delay or failure arises out of or is in connection with the Partner’s failure to promptly approve a Draft Advertisement.

3.5 Publishing Approved Advertisements: GrabOne will provide Digital Advertising and/or advertise and promote the Deal by using the relevant Approved Advertisement. In doing so, GrabOne:

3.5.1 will publish Approved Advertisements on the Portal for the Offer Period;

3.5.2 may at any time withdraw and/or refuse to publish any Approved Advertisement on the Portal without incurring any liability to the Partner if GrabOne reasonably believes (notwithstanding that the Approved Advertisement has been approved by the Partner) that the Approved Advertisement may make GrabOne or the Partner liable to any complaint, claim or proceedings by any third party.

3.6 Payment Options: Following approval of the Approved Advertisement in accordance with clause 3.3, GrabOne will provide the Partner with an invoice or an approved Direct Debit payment authority based on the relevant rate card.

3.7 Invoices: Each invoice provided by GrabOne will:

3.7.1 contain sufficient information to enable the Partner to establish the accuracy of the invoice; and

3.7.2 be in the form of a valid tax invoice.

3.8 Direct Debit Authority: Each Direct Debit authority will:

3.8.1 contain sufficient information to enable the Partner to establish the accuracy of the Direct Debit authority; and

3.8.2 be in the form of an authorised Direct Debit authority with GrabOne Group Limited as the authorised initiator.

3.9 Payment: The Partner must pay each invoice within 5 Working Days of receipt of the invoice or on the due date of the Direct Debit authority by electronic funds transfer to a bank account nominated by GrabOne and such payment must be:

3.9.1 in New Zealand dollars;

3.9.2 for the full amount of the invoice and not subject to any deduction for any currency conversion or other bank fee; and

3.9.3 free of any deduction, withholding, set-off, counter-claim, restrictions or conditions except to the extent the deduction or withholding is required by law.

3.10 Fees due on Termination: All invoices and Direct Debit authorities outstanding will become automatically due on the date that these Terms are terminated.

3.11 Late Payments: If the Partner does not pay each invoice or each Direct Debit authority on the due date, GrabOne may:

3.11.1 Remove the Approved Advertising from the relevant Portal; and

3.11.2 charge interest at the rate of 2% per calendar month on the overdue amount from the due date of payment until actual payment is made.

3.12 Credit Status: GrabOne will have the right to review its payment arrangements with the Partner in the event that in the reasonable opinion of GrabOne the credit status of the Partner has changed. GrabOne will notify the Partner of any such changes.

3.13 Sums inclusive of GST: All sums payable under these Terms are inclusive of GST unless stated otherwise.

4.1 GrabOne’s Responsibilities: The parties acknowledge that, at all times, GrabOne will act as agent for the Partner in promoting and facilitating any Live Deal and that the Partner will be solely responsible for carrying out its obligations under a Live Deal. GrabOne will not be responsible for any of the Partner’s obligations under the Consumer Guarantees Act 1993 or Fair Trading Act 1986, and such obligations are the sole responsibility of the Partner.

4.2 Non-exclusive: The Partner acknowledges that GrabOne may act as agent for any other Partner, may promote and facilitate any other Partner’s deals or discounts, or offer in its own right any deals or discounts, including any deals or discounts that are the same as or similar to the Deals offered by the Partner.

5.1 Partner’s Responsibilities: From time to time, GrabOne may offer the Partner the use of certain equipment (including barcode scanners and/or tablets) (GrabOne Equipment), or other methods relating to the redemption of Coupons (Redemption Methods), to be used solely for the Partner’s fulfilment of its obligations in respect of a Live Deal. The Partner acknowledges and agrees that:

5.1.1 all GrabOne Equipment remains the property of GrabOne and the Partner will promptly surrender the GrabOne Equipment to GrabOne upon request;

5.1.2 GrabOne may withhold $400 from any amounts payable by GrabOne to the Partner for each piece of GrabOne Equipment provided to the Partner as a bond, such amount to be payable to the Partner upon the return of the GrabOne Equipment in a condition that is satisfactory to GrabOne;

5.1.3 it will provide such information requested by GrabOne so that GrabOne may set-up, install, customise or configure the GrabOne Equipment or Redemption Methods; and

5.1.4 GrabOne may access data of a payment system provider as engaged by GrabOne from time to time, in relation to the Partner’s business in return for insight into the benefits generated for the Partner’s business from the Live Deal, including but not limited to up sell and repeat business opportunities.

6.1 Right to Use Partner’s Intellectual Property: The Partner grants to GrabOne a non-exclusive, worldwide, royalty-free licence to use, copy, reproduce, modify and publish the Partner’s trade marks and the Advertisement Content created by the Partner (Partner IP), for the purpose of Grabone  fulfilling its obligations under these Terms, to enable GrabOne to create, publish and promote Deals on the Portal. 

6.2 Ownership of GrabOne’s Intellectual Property: The Partner acknowledges that all intellectual property rights in and to the Portal and the Administration System (including all websites, mobile applications, and all content, software, databases, tools, and layout) and the Approved Advertisements (excluding the Partner IP, which remains the property of the Partner or its licensors),  and in any enhancements or modifications to the Portal and Administration System (together the GrabOne IP) are owned by GrabOne or its licensors and the Partner will not contest or dispute such ownership rights. GrabOne grants the Partner a limited licence to access and use the Administration System in accordance with clause 2.4 of these Terms solely for the purpose of managing Deals in accordance with these Terms.  The Partner must not, and must not permit any person to: 

6.2.1 use, copy, modify, reproduce, or create derivative works from any part of the GrabOne IP;

6.2.2 decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code of the GrabOne IP; 

6.2.3 sell, assign, transfer or sublicence or make the GrabOne IP available to any third party; or

6.2.4 use GrabOne’s trade marks, logos, or branding except as expressly authorised by GrabOne in writing. 

7.1 Partner to Indemnify: The Partner will defend, indemnify and hold GrabOne, its affiliated and related companies, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable legal fees and costs) arising out of or in connection with goods or services provided by the Partner to a Member pursuant to a Live Deal, including (without limitation) damage to property, and death or personal injury.

8.1 Partner’s Warranties: The Partner warrants that:

8.1.2 it has the right, power and authority to enter into these Terms;

8.1.3 the undiscounted price of the goods or services (including any recommended retail price) that it specifies in a Deal or any Advertisement Content is true and correct, and does not materially differ from the price that it usually charges for the provision of those goods or services in the ordinary course of its business;

8.1.4 the Deals, Advertisement Content, and Approved Advertisements do not mislead or deceive or are likely to mislead or deceive, or breach any applicable law or industry code (including but not limited to the Fair Trading Act 1986);

8.1.5 the Coupon, upon being delivered by GrabOne, will be available for redemption during the redemption period as specified in the Deal Schedule;

8.1.6 for Product Deals, the Partner will have in stock a number of units of the goods sufficient to fulfil its obligations;

8.1.7 the terms and conditions of the Deal, including any discounts or goods and services offered, do not and will not violate any law, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates;

8.1.8 it owns all interest in and to the Advertisement Contents, it has the right to grant to GrabOne the licence in clause 6.1, and that the granting of such licence or inclusion of the Advertising Contents in any Approved Advertisements does not infringe the intellectual property rights of a third party;

the Deal, Advertising Content and GrabOne’s use and promotion of these will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity.

9.1 To the extent permitted under law, the Partner will defend, indemnify and hold GrabOne, its affiliated and related companies, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable legal fees and costs) arising out of or relating to any breach or alleged breach by Partner of these Terms, or the representations and warranties made in these Terms.

10.1 Indirect Liability: GrabOne will not be liable whether in contract, tort (including negligence) or otherwise for any loss of profits, or indirect or consequential loss or damage, suffered or incurred by the Partner arising out of or in connection with these Terms.

10.2 Maximum Liability: To the maximum extent permitted by law, GrabOne’s aggregate liability to the Partner out of all claims for loss or damage under these Terms will not exceed in aggregate the amount of all Commissions, Partner Fees and any other amounts actually paid to GrabOne under these Terms by the Partner in the six months prior to the time such liability arises.

10.3 Force Majeure: Neither party will be liable to the other for any delays or non-performance of contractual obligation under these Terms caused by reason of flood, earthquake, war or civil strife, hurricane, industrial disturbance, fire, lockout, epidemic, failure or delays of scheduled transportation facilities, or other acts of God or any law, order, decree, rule or regulation of any government authority or for any other reason whether of similar or dissimilar nature beyond the control of the parties (Force Majeure Event), provided that each party has taken all reasonable steps to minimise any loss, damage or delay resulting from a Force Majeure Event.

11.1 Each Party shall comply with all applicable privacy and data protection laws, including the Privacy Act 2020, in relation to any collection, use or processing of personal information (including the collection, use and processing of personal information relating to Members) under or in connection with these Terms. 

GrabOne collects, processes and uses personal information in accordance with its Privacy Policy available at [add link to webpage], as updated from time to time.  

12.1 GrabOne may, at any time and in its sole discretion, suspend, restrict, or terminate the Partner’s access to the Portal, the Administration System, or any other part of the GrabOne services, including the ability to create, publish or participate in Deals.

12.2 GrabOne does not guarantee that the Portal, the Administration System or any associated services will be available, uninterrupted, error-free, or free from faults, delays or outages. Access may be suspended, restricted, or unavailable at any time, including for maintenance, upgrades, updates or events outside GrabOne’s control. 

12.3 To the maximum extent permitted by law, GrabOne shall not be liable to the Partner for any loss, cost, or damage arising from or in connection with any unavailability, interruption, suspension, or restriction affecting the Portal, the Administration System or any associated services. 

13.1 Termination for Cause: GrabOne may terminate these Terms immediately if:

13.1.1 it ceases to operate the Portal for any reason;

13.1.2 it is acting in accordance with clause 2.9;

13.1.3 the Partner commits a material breach of these Terms;

13.1.4 the Partner becomes bankrupt, ceases business, goes into liquidation, becomes insolvent, appoints a receiver, enters into a formal proposal for a compromise with creditors under the Companies Act 1993 or is subject to any form of insolvency or external administration.

13.1 Consequences of Termination: On termination of these Terms each party will continue to perform its existing obligations in respect of any Live Deals that have not expired as at the date of termination. Termination of these Terms will be without prejudice to any claim by either party against the other party arising out of any breach or non-performance of any obligations assumed by or imposed on that other party under these Terms at any time prior to termination.

14.1 If a dispute arises in connection with these Terms, neither party may commence any court or arbitration proceedings relating to the dispute unless it has complied with the following paragraphs, except where the party seeks urgent interlocutory relief:

14.1.1 A party claiming the dispute ( Dispute) has arisen under or in relation to these Terms must give written notice to the other party specifying the nature of the Dispute. 

14.1.2 On receipt of that notice by the other party, both parties must endeavour in good faith to resolve the Dispute first through their respective liaison persons and secondly through informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed by them.

14.1.3 If the parties do not agree within one week of receipt of a notice (or such period as agreed in writing by them) as to the dispute resolution technique and procedures to be adopted, the timetable for all steps in those procedures and the selection and compensation of the independent person required for such technique, the parties must mediate the Dispute in accordance with the procedures of Resolution Institute. For the avoidance of doubt, conduct of a mediation process in accordance with this clause will be without prejudice to each party’s ability to commence court or arbitration proceedings upon completion of such mediation process, if a binding agreement has not been reached as a result of that mediation process.

15.1 GrabOne may amend these Terms at any time by publishing the updated terms on its website, www.grabone.co.nz. The amended terms shall take effect from the date they are published. The Partner’s continued use of the Administration System or its continued participation in any Deal after the updated terms take effect constitutes acceptance of the updated terms. It shall be the Partner’s responsibility to regularly check GrabOne’s website to stay informed of any amendments to these Terms. 

15.2 Any notice given pursuant to these Terms must be in writing (whether by email or otherwise) and sent to the principal place of business of the other party.

15.3 No waiver of any breach of these Terms will be deemed to be a waiver of any other or any subsequent breach.

15.4 These Terms constitutes the entire agreement between the parties and supersedes all previous negotiations, commitments and/or writings.

15.5 The Partner will not assign or transfer any of its rights or obligations under these Terms without the prior written consent of GrabOne.

15.6 If any provision of these Terms is invalid or unenforceable, the remaining provisions of these Terms will not be affected and will continue in full force.

15.7 These Terms are subject to the laws of New Zealand and the Parties submit to the exclusive jurisdiction of the New Zealand courts.

15.8 The Partner must keep these Terms including the Deal Schedules confidential and may not disclose them to a third party without prior written consent from GrabOne.

Updated: 27 February, 2026