Acceptance of terms
These terms and conditions are the terms on which Wrap it Up Limited offers you the Service. By registering as a User of Wrap it Up and clicking the "I accept" button on the Website you accept these terms and conditions. You must click the "I accept" button before you can use the Service, or become a User of Wrap it Up.
If you do not agree to be bound by these terms and conditions you must not use or access this Service.
Amendments to terms
We may amend these terms and conditions at any time by posting the amended terms on the Website. You will be notified of the amendment the next time you log in to the Website. If you continue use of the Service after you have been notified of an amendment you will be deemed to have accepted the amendment and will be bound by the amended terms and conditions.
You acknowledge that it is your responsibility to ensure that you are familiar with the terms and conditions, as amended from time to time.
Definitions and Interpretation
The following expressions shall have the following meanings unless the context requires otherwise:
"Agreement" means these terms and conditions, and any amendments from time to time made to them.
"User" means any person who has registered as a user of Wrap it Up.
"User Account" means the user account created for the User on registration with Wrap it Up.
"Fee" means our transaction fee or any other fee as posted on the Website.
"GST" means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time.
"Organisation" means a school, club or other organisation that is registered with us as a participating organisation.
"Price" means the purchase price for a Product as listed on the Website or otherwise advised to you from time to time.
"Product" means any item, donation, activity, good or service that an Organisation or other Supplier may offer for purchase through the Website.
"Service" means the online system provided by Wrap It Up through which Users can purchase Products as more fully described in clause 4.1
"Supplier" means an Organisation or a person or company that makes Products available for Users to purchase via the Website.
"we", "us" and "our" are references to Wrap it Up Limited (a New Zealand incorporated company having its registered office, and place of business at 26 Rewa Road, Hataitai, Wellington), and where the context requires, its agents, directors, employees and shareholders.
"Website" means the web site located at www.wrapitup.co.nz.
"you" and "your" are references to you, the User.
Words importing the singular include the plural, and words referring to persons include bodies corporate and unincorporated entities and, in each case, the reverse.
Wrap it Up provides an online system that enables participating Organisations and Suppliers to load Products onto the Website to be purchased or paid for by Users. The aim of the Service is to provide a simple payment solution for Organisations, Suppliers and Users.
It is the User’s responsibility to log in to the Website to check when the Organisations they are connected with have loaded Products on the Website.
When registering as a User on the Website, a User Account will automatically be created. Users may then order the Products using their User Account on the Website. It is the User's responsibility to ensure that any order they place is for the Organisation that they have an association with.
Once the payment for a User's order has been processed, the User will receive an email from Wrap it Up to confirm their order.
On purchasing a Product, the money is paid into Wrap it Up's account. The money is held in Wrap it Up's account until it is transferred into the Supplier's nominated account in accordance with the agreement that Wrap It Up has with each participating Supplier. Before transferring the money, Wrap it Up will deduct its Fee in accordance with clause 9 of this Agreement.
You may use the Service if you have a child who is enrolled with, or belongs to an Organisation, if you are a staff member at a participating Organisation, or you otherwise have an affiliation with a participating Organisation.
Delivery of Product
Delivery of Products will be at the sole responsibility of the Suppliers.
Where an Organisation requires the User to provide their permission in relation to the purchase of a Product that is being purchased for, or in connection with a child, the User will be prompted during the ordering process on the Website to tick an additional box. By ticking this box you confirm that your child has the required permission.
The User may make a donation to a participating Organisation by selecting on the Website ‘donation’ as the Product being purchased.
It is the responsibility of the Organisation which receives the donation to issue a receipt to the User.
Registration and Warranties
To make an order through the Website you must be registered as a User. To do so, you must complete the registration form on the Website and accept any terms and conditions set out in the Website and in this Agreement.
By registering with us, you warrant that:
We reserve the right to not accept your registration or terminate your registration as a User at any time.
You must promptly notify us of any change to your registration details.
You must ensure that you keep your registration details secure, including your password. You must not allow any other person to use your registration details to access the Service without our express permission. If we authorise another person to use the Service using your registration you must ensure that the authorised person is aware of the terms of, and complies with, this Agreement. You will be responsible for the use of the Service by the authorised person.
Should you no longer wish to be a User, you can cancel your registration by sending us an email.
When your registration is accepted by us, you will be able to use the Service to purchase Products provided that the Organisations you have designated are participating Organisations.
If your User Account has been unused for more than 12 months, Wrap it Up reserves the right to close your User Account and cancel your registration.
Forms of Payment
When you place an order, the Price for each Product will be added and an amount due calculated. You must pay in advance for the Products ordered. Subject to any changes to the acceptable forms of payment notified on our Website, payment may be made by:
Payment instructions will be provided on our Website.
You agree that you will not receive interest or other earnings on any funds you pay in advance to Wrap it Up, notwithstanding that we may earn interest on those funds, or may receive a reduction in fees or expenses charged for banking services by the banks that hold such funds.
The Prices payable for the Products are set out on the Website. You acknowledge the Prices may change at any time. We will publish any changes to the Prices on the Website.
We may charge a Fee for each payment transaction as set out on the Website.
You acknowledge that our Fee and any other charges set out on the Website may change at any time. You also acknowledge that we charge a separate transaction Fee for credit card transactions which reflects the additional costs when processing payments by these means.
Wrap it Up reserves the right to charge an additional Fee on termination of a User's registration.
Wrap it Up may deduct a certain percentage from all purchases completed using the Website. This deduction is made in accordance with the agreement that Wrap it Up has with each participating Supplier.
Availability of Website and Product
We will use reasonable endeavours to make sure that the Website and the Products remain available to you. Notwithstanding this, we accept no responsibility for any loss incurred due to unavailability of the Website or any Product. You acknowledge that we have no responsibility to you to ensure that Products are provided to you on a continuing basis.
You acknowledge that a Supplier may put time limits on the availability of Products or the period in which Products may be ordered.
Cancellation of orders
Once an order has been placed for a Product it cannot be cancelled unless cancellations are specifically allowed by the relevant Supplier in connection with the Product ordered.
Where cancellation is allowed, Wrap it Up will not provide a refund but will give you a credit for the value of the cancelled order which will be automatically applied to your next purchase.
If the credit is insufficient to complete your next purchase you will be prompted to pay the balance by another means. Your order will not be completed until it has been fully paid for and you have received confirmation in accordance with clause 4.4.
Limitation of Liability and indemnity
Wrap it Up cannot guarantee the continued availability, currency, description, delivery capability, fitness for purpose or quality of Products, or the performance of the Suppliers. To the fullest extent permitted by law we exclude all liability and responsibility to you in connection with the Products and/or the acts or omissions of the Supplier, whether arising in contract, equity, tort, breach of statute or otherwise.
Wrap it Up also cannot guarantee the continued availability, currency or description of the Service or the Website.
To the fullest extent possible we exclude liability to you for any direct, indirect, incidental, special or consequential loss whatsoever arising in connection with the Service, the Website, or this Agreement.
In the event that the exclusion of liability in clauses 12.1 and 12.3 is unenforceable, Wrap it Up limits its liability to direct loss only and to a maximum of the charges paid by you to us in connection with the Products acquired by you using the Service in the 90 days immediately preceding the event giving rise to our liability under this clause.
You agree to indemnify us, and keep us indemnified from and against all actions, claims, costs, losses, proceedings, damages, or liabilities suffered or incurred by us to any person arising out of or in connection with a breach by you of this Agreement, or your use of the Service.
Communication and Website Contents
You agree that all notices or other communications to be given under this Agreement ("Communication") may be provided to you, at our election electronically, by email or text, or in paper format, by prepaid post. You agree to accept all Communication from us in electronic form if we so elect. Electronic Communication will be delivered by email to your email address or by text to your mobile phone using contact details provided by you when you registered to use the Service.
We will periodically send you emails with updates regarding the Service and Website, such as details of enhancements and other changes to them. All email updates will contain instructions on how to unsubscribe.
You must take your own precautions to ensure that the process which you employ for accessing the Website does not expose you to risk or viruses or other forms of interference which may damage your own computer system. We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your accessing of the Website or any linked website.
We are not responsible in the event the purchase of a Product is not processed or delayed due to technical difficulties affecting the Website.
Although Wrap it Up strives to ensure that the Website is accurate, you acknowledge that you use any information and data provided on the Website at your own risk. Wrap it Up does not warrant or guarantee the accuracy or currency of any information, data or material on the Website, and reserves the right to update, amend or delete information, data or material from the Website at any time.
The Website may provide links to other Websites not operated or controlled by Wrap it Up. Wrap it Up shall not be liable for any representation, services, content or data contained in such external sites.
Ending this Agreement
|You may terminate this Agreement, and consequently your registration as a User and your right to use the Service, by giving us 48 hours notice by emailing us [here].|
We may terminate this Agreement, and consequently your registration as a User and your right to use the Service:
On termination of your registration to the Service, you will receive a refund of any credit provided under clause 11.2 which has not been used, less any termination Fee as outlined on our Website. However if the termination of your registration is due to a breach of this Agreement, Wrap it Up reserves the right to retain the remaining credit, or any part of it, as compensation for any losses, costs or damages arising directly or indirectly as a result of your breach. This is without prejudice to our other rights and remedies, including our right to pursue you for any amount due to it that has not been recovered from the credit.
Termination of this Agreement does not relieve you from liability for prior breaches of the Agreement or of your obligations to pay any money owed by you to us.
Upon termination of this Agreement for any reason, all rights you have been granted under this Agreement terminate and you must stop using the Service and immediately pay to us all outstanding money payable under this Agreement. We may deduct from your any credit due to you any amount that you owe us on termination.
We may, at our discretion, charge a cancellation Fee if you terminate this Agreement and your registration at any time other than the end of a school term.
If you have not used our Service for a period of longer than 12 months, we reserve the right to terminate this Agreement and your registration. Any credit balance we hold will be forfeited to Wrap it Up.
The Privacy Act 1993
We may collect personal information from you in the following ways:
You acknowledge that personal information collected or held by us is provided and may be held, used and disclosed for the following purposes:
Any personal information collected will be held by us at our registered office and electronically in secure networks and data storage facilities. Other than as set out in this Agreement, or in accordance with the Act or as required by law, we will not disclose your personal information to any other party without your express consent.
You have the right under the Act to obtain access to and to request correction of any personal information we hold about you.
Wrap it Up does not store credit card details, and all payments are handled by a third party Payment Express by DPS. Payment Express have a dedicated and purpose built development and data centre, specially designed for payments processing. They have invested and continue to re-invest in state of the art, bank grade security and infrastructure, and are fully certified as Visa AIS and MasterCard SDP (PCI DSS) compliant at processor level; using an approved QSA for quarterly scans on systems and full onsite audits, annually. All sensitive information is encrypted with the 3DES protocol, with Atalla Network Security Processors.
If a dispute arises between us in connection with this Agreement , either party may at any time give notice to the other party specifying the nature of the dispute.
Within 10 business days after a dispute notice is given under clause 16.1 both parties must meet and, in good faith and acting reasonably, do their best to resolve the dispute quickly through negotiation.
If the parties do not resolve the dispute by negotiation within the following 10 business days or such later date as the parties may agree, the parties must immediately refer the dispute to mediation.
The mediation must be conducted by a mediator agreed by the parties, or failing agreement between the parties, the mediator will be selected by the President of the New Zealand Law Society.
Unless the parties agree otherwise, the mediator’s fee and any other costs of the mediation itself (such as for venue hire or refreshments) will be shared equally between the parties, but the parties will each pay their own costs of preparing for and participating in the mediation (such as for travel and legal representation).
The parties must do whatever is reasonably necessary to put into effect any negotiated or mediated agreement or other resolution of the dispute.
If the parties do not resolve the dispute by negotiation or mediation within either three months from the date of the dispute notice given under clause 16.1, or any other period agreed by the parties, then the dispute must be submitted to a single arbitrator (the arbitrator to be agreed between the parties or otherwise appointed by the President of the New Zealand Law Society) with the arbitration to be conducted in accordance with the provisions of the Arbitration Act 1996.
While the above procedures for resolving the dispute are being followed and this agreement has not been terminated, each party must to the extent reasonable continue to perform its obligations under this agreement.
Each User acknowledges that Wrap It Up and each Organisation and each Supplier are not agents or authorised representatives of each other.
By using this Service each User acknowledges that Wrap it Up may assign any of its rights or obligations under this Agreement without seeking the User's prior approval.
Force Majeure: We are not liable for lack of performance, unavailability or failure of the Website, or a failure to perform, or a delay in performing, our obligations under this Agreement because of any cause beyond our control.
No Waiver: If we do not enforce any right available to us under this Agreement, it does not constitute a waiver of that right or any other right under this Agreement.
Partial Invalidity: If any term under this Agreement is held to be invalid, unenforceable or illegal for any reason, it will not affect the remaining terms, which will remain in full force.
Governing Law: This Agreement is governed by the laws of New Zealand. You submit to the non exclusive jurisdiction of the Courts of New Zealand.
Entire Agreement: This Agreement represents the entire agreement between you and us. This Agreement supersedes any other agreement made, past or future that relates to the subject matter contained in this Agreement.