Terms & Conditions

 1.              Overview

1.1           This Site is provided by McGrath Ventures Limited (McGrath Ventures, we, us, or our) as a place where Users or Subscribers who wish to purchase Goods and/or Services, or Subscribers who wish to add a Place, at a particular location which may be unobvious or hard to find, can find each other.

1.2           These Terms and Conditions (Terms) apply to use of the Site by a User or a Subscriber. By being a User or Subscriber, or by downloading and installing the App (where/when available), you acknowledge that you have read and understood these Terms, and agree to be bound by these Terms and all applicable laws governing your use of the Site.

1.3           We reserve the right to amend and modify these Terms from time to time. We will communicate all changes by posting these on the Site. Unless otherwise stated, amendments will be effective immediately upon posting of the amended Terms on the Site, but will only apply to you at the time you next use the Site. You are responsible for ensuring you are familiar with the latest Terms. By continuing to use the Site, you agree to be bound by the Terms as they may be amended.

2.              Definitions and Interpretation

2.1           Definitions: For the purposes of these Terms:

     App means any app that may be created and owned by McGrath Ventures in the future, and which will provide access to the same features as those provided on the Website.

Entity means a roadside stall, pick your own, back-shed workshop, garage sale, mobile shop, farm shop, market, from-home service and/or anything similar, in New Zealand, selling Goods and/or Services.

Goods means goods offered by an Entity, including but not limited to animal feed, coffee, crafts and boutique goods, dairy products, flowers, seedlings and plants, fruit, vegetables and nuts, manure/compost, pinecones/firewood and/or prepared food.

Map means the map on the Site containing all the Places.

Place means added details of an Entity made by a Subscriber to advertise the Goods and/or Services of that particular Entity at a specific location on the Map.

Services means services offered by an Entity, including but not limited to animal care, automotive, business services, catering and entertainment, childcare, cleaning, repairs and maintenance, creative services, experiences, hair and beauty, trades, tutoring and/or wellbeing and fitness.

Site means the Website and/or the App.

Subscriber means a User who has submitted information about a Place through the Join      Passmebuy form on the Site, with the intent of placing the Place on the Map and becoming a subscriber of Passmebuy.

User means a user who visits the Site and interacts with the following Site’s features:

(a)                searching the Site;

(b)                viewing a Place;

(c)                 getting directions to a Place;

(d)                marking a Place as a favourite;

(e)                sharing a Place outside of the Site; and/or

(f)                  any other functionality of the Site.

     Website means the website www.passmebuy.co.nz.

2.2           Interpretation: For the purposes of these Terms:

2.2.1       headings are for ease of reference only and will not be deemed to form any part of the context or affect the interpretation of these Terms;

2.2.2       another grammatical form of a defined word or expression has a corresponding meaning;

2.2.3       the singular includes the plural and vice versa;

2.2.4       “you” or “your” means a User and/or Subscriber as the case may be;

2.2.5       a reference to a statute is to a New Zealand statute and includes all regulations, orders, bylaws, codes and notices made under or pursuant to such a statute and includes references to all amendments to that statute whether by subsequent statute or statute passed in substitution for the statute;

2.2.6       a reference to dollars or $ is a reference to the currency of New Zealand (NZD); and

2.2.7       the use of the words including, includes and include followed by a list of items or matters do not in any way limit the generality of the subject matter which goes before them or to which they refer.

3.             Subscribers and Places

3.1           Subscription and Subscription Fee: In order to add your Place to our Site, you must become a Subscriber and subscribe to Passmebuy via the Join Passmebuy Page on our Site and pay the subscription fee as set out on our Site (Subscription Fee).

3.2           Changes to Subscription Fee: We reserve the right to change the Subscription Fee from time to time, at our sole discretion. If we change the Subscription Fee, we will notify you via the contact details you have provided to us upon subscribing to Passmebuy. Unless you terminate your subscription in accordance with clause 3.14, your continuing subscription to our Site will be taken as confirmation of your acceptance of any new Subscription Fee.

3.3           Required Information to Subscribe to Passmebuy and add a Place: To become a Subscriber and add a Place to our Site, we require the following information from you

3.3.1       your name;

3.3.2       your email address, for communications with us;

3.3.3       type of Entity (e.g. roadside stall, pick your own, back-shed workshop, garage sale, mobile shop, farm shop, market, from home service etc.);      

3.3.4       availability of your Goods and/or Services (e.g. open hours, season, by appointment etc.);      

3.3.5       payment options you offer (e.g. Eftpos, cash etc.); and

3.3.6       location of the Entity.

3.4           Place Information: The information at clause 3.3 above may also be added to our Site as part of your Place description, should you advise us to do so. Other information that you may wish to provide and include with your Place description includes:

3.4.1       if you offer Goods, the category of Goods as specified on the Site;

3.4.2       if you offer Services, the category of Services as specified on the Site;

3.4.3       pricing information of the Goods and/or Services;      

3.4.4       contact details for Users or other Subscribers to contact you;    

3.4.5       relevant links (e.g. Website, Facebook, Instagram etc.); and/or

3.4.6       other information you may choose to add.      

3.5           Accuracy of Information: You agree that all information provided by you regarding your Place is accurate at the time it is provided. If at any time any of your information changes, you agree to update this information as soon as practically possible by contacting us via our Contact Us Page on our Site, to ensure the information is kept current.

3.6           Approvals: All proposed Places submitted to the Site by Subscribers, are subject to an approval process. The following process applies:

3.6.1       You must subscribe to our Site via the Join Passmebuy form, and pay the Subscription Fee. Once you have paid the Subscription Fee, your Place will automatically be added to the Site, subject to clauses 3.6.2 to 3.6.5 below.

3.6.2       We may remove a Place if we consider that it is in breach of these Terms or is not otherwise suitable for listing, at our sole discretion.

3.6.3       We may request amendments are made to a Place. The  Place may be taken off the Site while these amendments are agreed between us, at our sole discretion.

3.6.4       If we remove a Place from the Site for a temporary or extended period of time, Subscription Fees already collected will not be refundable, but any future Subscription Fees will be paused and/or cancelled by us, aligned to the time the Place is not on the Site.

3.6.5       The Subscription Fee must be maintained for ongoing appearance of the Place on our Site. If you cancel or pause your subscription, we reserve the right to remove the Place from our Site.

3.7           Number of Places: A Subscriber may submit more than one Place.

3.8           Subscriber’s Responsibilities:

3.8.1       You are solely responsible for all activity which occurs through your Place (e.g. communications between Subscribers and Users, or Subscribers and other Subscribers, in connection with a Place).

3.8.2       Adding the location of your Entity is at your own risk.

3.8.3       You take responsibility for ensuring you are following any local council, or national legislative requirements in respect of selling your Products and/or Services to the general public, including the ability to sell your Products and/or Services from the location which you do so.

3.9           Right to Remove: We reserve the right to remove any Places from the Site at any time and for any reason whatsoever.

3.10         Correction of Errors: We reserve the right at any time to change, correct or remove any error on the Site or in relation to any Place, including if such a change results in a change to a price that has been displayed.  Any such changes will take effect immediately that we make the change.

3.11         Transactions: The Site promotes the ability to find Places. However, the Site does not host transactions. Transactions between Users and Subscribers, or Subscribers and other Subscribers, must be facilitated outside of the Site by the Subscriber.

3.12         Transaction Risk: All transactions formed in connection with a Place are conducted entirely at your own risk.  We accept no responsibility or liability for any harm, fraud, or other misconduct that occurs in relation to any Place or a transaction in connection with a Place.  You accept that we are not party to any transaction in connection with a Place and agree not to involve or attempt to involve us in any dispute relating to any Place (including as to the payment or any failure to pay any price or cost associated with the relevant Place).  Our obligations are solely as set out in these Terms.

3.13         Transaction Indemnity: You indemnify us in relation to any claim made by any person against us in relation to a transaction that you enter into in connection with a Place.

3.14         Cancellation/Suspension of your Subscription and Removal/Suspension of Places: If you no longer wish to have a Place on our Site, you may remove your Place, or cancel your whole subscription via the link on our Manage Place Page on our Site. We also reserve the right to remove or suspend a Place, or suspend or cancel your whole subscription, if your conduct or Place breaches these Terms, or if such removal or suspension is necessary or desirable to protect the Site, our security or technology systems, or for any other reason at our sole discretion.

4.              The App

4.1           System requirements:

4.1.1       To use the App, you must install it on a compatible Smartphone with a compatible operating system, and maintain a public data network connection and a data usage plan with a telecommunications network providers.

4.1.2       You must keep the App updated with any updates or new versions that we make available on the relevant platform.

4.1.3       You must also not use the App otherwise than in the manner in which the App is designed to be used.

4.2           Compliance with local laws: When using the App, you are responsible for compliance with all local laws and regulations applicable to your use of the App when using the App. If you access the App from a country other than where we operate, you do so at your own risk.

4.3           Disclaimers:

4.3.1       You acknowledge and agree that the App is provided “as is” and thus your use of the App is at your own risk.

4.3.2       The App functionality relies on the availability of the Internet and various third party communication providers. It is your responsibility to have suitable agreements in place to enable use of the App. You acknowledge and agree that the App will not function if you are not connected to a functioning public data network, you have no data available on your plan, or there is a transmission failure.

5.              General Site Use

5.1           Legitimate Purpose: You may only access the Site for legitimate purposes and in good faith. You agree not to access the Site for any improper, injurious, offensive or unlawful purposes.

5.2           Accessing the Site: When accessing the Site you must ensure your access to the Site complies with all relevant laws and does not infringe our rights, the rights of other Users or Subscribers, the rights of any third parties, or inhibit or restrict other Users or Subscribers’ use of the Site.

5.3           Viruses and Interference: You are not permitted to do or use anything that interferes or may interfere with the Site, including introducing any virus, malware or other similar malicious code, modify, frame or reproduce the Site, or create a link to the Site (other than the homepage or where we expressly permit you to do so).

5.4           Prohibited Use: When accessing the Site you must not:

5.4.1       violate the security of the Site, or interfere, disrupt, damage or harm, or attempt to interfere, damage or harm the Site, or any system connected to the Site;

5.4.2       use any automated system, including without limitation, robots, spiders, or offline readers to access, acquire, copy or otherwise monitor the Site, any Site content or any Places;

5.4.3       reverse engineer or decode or study the Site for the purpose of developing any software that is intended to replicate the functions of the Site; or

5.4.4       obtain or seek to obtain information from the Site that has not been made publicly available.

5.5           Provision of Information on Site:

5.5.1       You confirm that you either own or have permission to use all the information that you provide to us when using our Site.

5.5.2       You retain ownership of any information you provide to us, and nothing in these Terms is intended to claim ownership of your information or to restrict your ability to use that information elsewhere.

5.5.3       You provide us with the right to use your information so that you can use the features of our Site, add a Place, and for other internal and/or business purposes. You grant us an irrevocable, perpetual, non-exclusive, non-transferable and royalty free worldwide license to use, store and reproduce your information for the following purposes:

(a)            add a Place on our Site, including enabling any Place to be used in connection with the Map and any third party providing features for the operation of the Map;

(b)            promote the Places;

(c)             improve and promote our Site;

(d)            display it on our Site;

(e)            display it on any social media channels we use; and/or

(f)              any other internal and business purposes.

5.5.4       Unless you expressly notify us in writing that certain information should not be made public, we reserve the right to utilise the information you provide us with in accordance with clause 5.5.3 above.

5.6           Removal/Suspension/Blockage of Site: We reserve the right to remove, suspend or block your use of our Site if your conduct and/or Place breaches these Terms, or if such removal, suspension or blockage is necessary or desirable to protect the Site, our security or technology systems, or for any other reason at our sole discretion.

6.              Intellectual Property

6.1           Intellectual Property: The Site, and any information provided on the Site, is owned by or licenced to us. All materials, including but not limited to text, pictures, images, sounds, video, graphics, page layout, or any other information, including  Places (together Content) are subject to copyright and other intellectual property laws and protections. No right, title or interest in or to the Site or any Content, features or functionality of the Site, is transferred to you. Any use of the Site or Content not expressly permitted by these Terms is a breach of these Terms, and may also violate copyright, trademark and other laws.

6.2           Limited Access: Subject to these Terms, we grant to you a non-exclusive, non-transferable, limited right to access the Site, to view the Content and to use the functionality of the Site for the purposes it is provided only.  Where an App is provided, subject to these Terms, we grant to you a non-exclusive, non-transferrable, limited right to download, install, access and use the App.

6.3           Unauthorised Copying Prohibited: You may not copy, reproduce, alter, modify, create derivative works, or publicly display the Site or any Content, or attempt to obtain the source code for the App, without our prior express written permission. Any unauthorised use is strictly prohibited.

6.4           Trademarks: All trademarks, logos, banners, designs and brands are all our registered or unregistered trademarks or have been licensed to us to use on the Site by the controlling third party.

6.5           Third Party Content: Content posted by third parties (Third Party Content) may be displayed on the Site. McGrath Ventures is not, nor does it purport to be, responsible for any Third Party Content.

7.              Liability and Indemnity

7.1           Liability: You agree that, to the extent permitted by law, we will not be liable for any claim, damage, liability or loss, whether direct or indirect, including any loss of revenue, money, profits, data, business, and all consequential and incidental loss, resulting from your use of the Site, whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise.

7.2           Express Limitations: Without limiting the above exclusion, to the maximum extent permitted by law, we will not be liable or responsible to you or any other person for any loss or damage you suffer or incur in connection with:

7.2.1       the Site being unavailable (in whole or in part) or performing slowly;

7.2.2       any error in, or omission from, any information made available through the Site (including in the unlikely event that any third person makes unauthorised changes to the Site, for which we do not accept any responsibility);

7.2.3       any misconduct, unlawful or fraudulent behaviour of a User or Subscriber;

7.2.4       any reliance placed on any information made available through the Site by you, or by anyone who may be informed of any of its contents; and

7.2.5       any exposure to viruses, malware or other malicious code when you access or use the Site or in any electronic mail sent to you by the Site.

7.3           Maximum Liability: In the event we are found liable to you despite the provisions of these Terms excluding or limiting our liability, our maximum aggregate liability to you will be limited to $10.00.

7.4           Indemnity: You agree to release, indemnify and keep indemnified McGrath Ventures, its officers, employees and agents and hold them harmless from all claims, losses, expenses, proceedings, costs and damages which result from a violation of any of these Terms by you, or from any Place you add to our Site.          .

8.              Disclaimers

8.1           Accuracy of Information: While we have taken care to ensure information on the Site is correct, we give no undertakings, representations, or warranties in relation to the content of the Site or the matters contained in a Place on the Site, including as to ownership, quality, description, legality, or the ability of Users, Subscribers or any third parties to complete transactions involving any Place. You are solely responsible for any actions you take in reliance on the content of the Site or any Place.

8.2           Disclaimer as to Places: To the maximum extent permitted by law, we disclaim and exclude all implied conditions, warranties or guarantees related to a Place, including but not limited to any warranties of merchantability, fitness for purpose and non-infringement.

8.3           Links to Other Sites: Information on Places may include links to third party sites.  Our Site also includes links to other third party sites which we think may be of value to you.  We do not control those sites and are not responsible for the content on those sites.  Such links do not imply any endorsement, approval or recommendation of those sites or their contents, operations, products or operators. You should read the terms of use applying to those sites before you use them.

8.4           Exclusion of Warranties: To the maximum extent permitted by law, we exclude all warranties that may be implied into these Terms by statute or otherwise.  You agree that the Consumer Guarantees Act 1993 does not apply where you use the Site for the purposes of your business.

8.5           Site Safety: While we have taken care with the Site, we do not warrant or represent that the Site is free from viruses, malware, or other malicious code.

8.6           Availability of Site: The Site is provided on an "as available" basis. While we will use our reasonable endeavours to make the Site available, we do not warrant that:

8.6.1       your use of the Site will be uninterrupted, timely, secure, or error-free;

8.6.2       the quality of any services, information, or other material provided to you through the Site or in respect of any Place will meet your expectations; or

8.6.3       any errors on the Site or in relation to any Place will be corrected.

9.              Miscellaneous

9.1           Disputes: If you have a concern in relation to the Site, please contact us via our Contact Us Page on our Site. We will use reasonable endeavours to try and resolve the concern through discussion and negotiation.  If the concern is not able to be resolved, either party can take such steps as it considers appropriate in relation to the matter. Nothing in this clause prevents either party from seeking interim relief from a court.

9.2           Privacy Policy: We collect, hold, use and disclose personal information about you as outlined in our Privacy Policy on our Site.

9.3           No Waiver: Our failure to exercise or enforce any right we may have under these Terms will not constitute a waiver of such right.

9.4           Force Majeure: We have no liability for any failure of the Site, or any failure to comply with these Terms if such a failure is due to an act, event or cause which is beyond our reasonable control, including acts of God, war, sabotage, riot, national emergency, fire, lightening, flood, cyclone, earthquake, landslide, storm, explosion, power shortage, pandemic, epidemic, strike or other labour difficulty.

9.5           Severance: If any provision of these Terms becomes invalid or unenforceable that provision shall be severed from the remaining Terms and the remaining Terms will continue in full force and effect.

9.6           Minors: If, under Subpart 6 of Part 2 of the Contract and Commercial Law Act 2017, any provision of these Terms is held not to be fair and reasonable, then that provision will be deemed to be amended in relation to the relevant User to reflect the original intention (as determined from this Site) as nearly as possible, but so as to be fair and reasonable and, in any case, in accordance with applicable law.

9.7           Governing Law: Use of this Site and these Terms are governed by the laws of New Zealand, and by using the Site you agree to be bound by such laws. You agree to submit to the jurisdiction of the New Zealand courts with respect to the application of these Terms. Access and use of this Site from any other country is done at your own risk, and you are responsible for complying with the laws and regulations of the relevant jurisdiction.