Terms and Conditions
Palaver.co.nz Terms of Use Agreement
By using this site you agree to the following Terms and Conditions;
This site and its contents Copyright 2008 by Palaver Limited - All rights reserved. The contents of this website may not be copied in part or full without express written permission from Palaver Ltd. By using the palaver.co.nz web site, you (the “user” or “you”) agree to be bound by the following terms and conditions (the “Terms of Use” or the "Agreement"), including those available by hyperlink. If you have any questions, please refer to the Help section of the Site.
By Becoming a member of Palaver, you acknowledge that you have read and accepted all the terms and conditions in, and linked to, the Agreement.
This legal notice applies to all proprietary material available through this Internet site, www.palaver.co.nz, hereafter referred to as "this Site."
1. Palaver is a Venue
Palaver acts as a venue to allow users who comply with Palaver’s policies to offer, sell, and buy certain handmade goods within a fixed price format. Palaver is not directly involved in the transaction between buyers and sellers. As a result, Palaver has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Palaver does not pre-screen users or the content or information provided by users. Palaver cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, Palaver does not transfer legal ownership of items from the seller to the buyer. Palaver cannot guarantee the true identity, age, and nationality of a user. Palaver encourages you to communicate directly with potential transaction partners through the tools available on the Site.
You agree that Palaver is a venue and as such is not responsible or liable for any content, for example, data, text, information, user names, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Palaver. You use the Palaver service at your own risk.
2. Membership Eligibility
Age: Palaver’s services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use this service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Palaver‘s policies as stated in the Agreement and these Palaver policy documents:
• The DOs & DON’Ts of Palaver
• Fees Policy
• Privacy Policy
• Copyright and Intellectual Property Policy
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Palaver of any unauthorised use of your password or any breach of security. You also agree that Palaver cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Palaver, you must keep your Palaver account in credit at all times.
Account Transfer: You may not transfer or sell your Palaver account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service: Palaver’s services are not available to temporarily or indefinitely suspended Palaver members. Palaver reserves the right, in Palaver’s sole discretion, to cancel unconfirmed or inactive accounts. Palaver reserves the right to refuse service to anyone, for any reason, at any time.
Emails & Newsletters: Palaver will send you emails relating to your membership, transactions and other activities on the Website. Palaver may also send regular electronic newsletters to members. Newsletters will contain clear and obvious instructions for how you can unsubscribe from the mailing list.
3. Fees and Services
Joining and setting up a shop on Palaver is free. Palaver charges fees for listing an item for sale, as well as a percentage of the sale price when the item sells. Palaver’s fee’s policy is subject to change & is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees for Palaver’s services are effective after Palaver provides you with at least fourteen (14) days' notice by posting the changes on the Site. However, Palaver may choose to temporarily change the Fees Policy and the fees for Palaver’s services for promotional events (for example, free listing days); such changes are effective when Palaver posts the temporary promotional event on the Site. Palaver may, at Palaver’s sole discretion, change some or all of Palaver’s services at any time. In the event Palaver introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in GST inclusive NZ Dollars. Any payment to your Palaver account of an amount less than $10 incurs a $2 handling fee that is payable to Palaver.
You are responsible for paying all fees associated with using Palaver. Palaver does not keep credit card or other accepted payment information on file. To place listings to sell items, your Palaver Account must be in credit. If the seller's account goes into debt & is not paid in full, the seller risks penalties such as the suspension of privileges and/or termination of the account.
Fees and Termination: If Palaver terminates your account, if you close your account, or if the payment of your Palaver fees cannot be completed for any reason, you remain obligated to pay Palaver for all unpaid fees plus any penalties, if applicable. If you have a question or wish to dispute a charge, contact Palaver.
4. Listing and Selling
Listing Description: By listing an item on the Site you warrant that you and all aspects of the item comply with Palaver’s policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Palaver shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate catagory. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.
Shop Policies: All sellers are urged to outline shop policies for their Palaver shop. These policies may include, for example: shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Palaver’s site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Palaver reserves the right to request that a seller modify a shop policy.
Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Palaver transaction fees, misrepresent the item’s location, or use another user’s account without permission. Your listing may only contain a URL for a website that contains further information on the item you have listed. This website must not offer any items for sale, or contain contact details. You must not use Palaver listings to promote a business or website other than one for sale in your listing.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to Palaver and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on Palaver.
Restricted Activities: Your Content and your use of Palaver shall not:
a. Be false, inaccurate or misleading
b. Be fraudulent or involve the sale of illegal, counterfeit or stolen items
c. Infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy.
d. Violate this Agreement, The DOs & DON’Ts of Palaver , any site policy or community guidelines, or any applicable law or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
e. Be defamatory, trade libellous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Palaver staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
f. Be obscene including anything of a pornographic, or racially or ethnically objectionable nature.
g. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
h. Host images not part of a listing
i. Modify, adapt or hack Palaver or modify another website so as to falsely imply that it is associated with Palaver;
j. Appear to create liability for Palaver or cause Palaver to lose (in whole or in part) the services of Palaver’s ISPs or other suppliers
k. Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, the DOs & DON’Ts of Palaver , or other policy documents as posted on Palaver.
Furthermore, you may not list any item on Palaver (or consummate any transaction that was initiated using Palaver’s service) that, by paying to Palaver the listing fee or the final value fee, could cause Palaver to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.
You agree that Palaver may disclose your personal information, including your name and contact details, to the relevant authorities, parties and/or the applicable intellectual property right holders (or their representatives) if we consider that you are in breach of this clause 5 at any time.
6. Content
License: Palaver does not claim ownership rights in your Content. You grant Palaver a license solely to enable Palaver to use any information or Content you supply Palaver with, so that Palaver is not violating any rights you might have in that Content. You grant Palaver a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Palaver to store or re-format your Content on Palaver and display your Content on Palaver in any way as Palaver chooses. Palaver will only use personal information in accordance with Palaver’s Privacy Policy.
As part of a transaction, you may obtain personal information, including email address and shipping information, from another Palaver user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction. Palaver has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Palaver user to your email or physical mail list.
Re-Posting Content: By posting Content on Palaver, it is possible for an outside website or a third party to re-post that Content. You agree to hold Palaver harmless for any dispute concerning this use. If you choose to display your own Palaver -hosted image on another website, the image must provide a link back to its listing page on Palaver.
7. Information Control
Palaver does not control the Content provided by users that is made available on Palaver. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretence.
Additionally, there may also be risks dealing with international trade and foreign nationals. By using Palaver, you agree to accept such risks and that Palaver (and Palaver’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Palaver. Please use caution, common sense, and practice safe buying and selling when using Palaver.
8. Resolution of Disputes and Release
In the event a dispute arises between you and Palaver, please contact Palaver .
Should you have a dispute with one or more users, or an outside party, you release Palaver (and Palaver’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Palaver encourages users to report user-to-user disputes to your local police, postmaster general, or a certified mediation or arbitration entity, as and where applicable.
Palaver, for the benefit of users, may try to help users resolve disputes. Palaver does so in Palaver’s sole discretion, and Palaver has no obligation to resolve disputes between users or between users and outside parties. To the extent that Palaver attempts to resolve a dispute, Palaver will do so in good faith based solely on Palaver’s policies. Palaver will not make judgements regarding legal issues or claims.
9. Palaver’s Intellectual Property
Palaver, and other Palaver graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Palaver, Inc. Palaver’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
10. Breach
Without limiting any other remedies, Palaver may, without notice, and without refunding any fees, delay or immediately remove Content, warn Palaver’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:
If Palaver suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, the DOs & DON’Ts of Palaver , or other policy documents and community guidelines incorporated herein; Palaver is unable to verify or authenticate any of your personal information or Content; Or Palaver believes that a user is acting inconsistently with the letter or spirit of Palaver’s policies, has engaged in improper or fraudulent activity in connection with Palaver or the actions may cause legal liability or financial loss to Palaver’s users or to Palaver.
11. Privacy
Palaver will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Palaver stores and processes Content on computers located in New Zealand that are protected by physical as well as technological security.
12. No Warranty
PALAVER, PALAVER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND PALAVER’S SUPPLIERS PROVIDE PALAVER’S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PALAVER, PALAVER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND PALAVER’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM PALAVER SHALL CREATE ANY WARRANTY. WHERE ANY PART OF THIS DISCLAIMER CANNOT BE HELD UP IN A COURT OF LAW THE REST OF THE TERMS AND CONDITIONS SHALL STILL BE VALID.
13. Liability Limit
IN NO EVENT SHALL PALAVER, AND (AS APPLICABLE) PALAVER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR PALAVER’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, PALAVER’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
PALAVER’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF PALAVER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO PALAVER IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.
14. Indemnity
YOU AGREE TO INDEMNIFY AND HOLD PALAVER AND (AS APPLICABLE) PALAVER’S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
15. No Guaranty
Palaver does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Palaver’s control.
16. Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of Palaver’s service and your listing, purchase, solicitation of offers to purchase, and sale of items.
17. Severability
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
18. No Agency
You and Palaver are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
19. Palaver Service
Palaver reserves the right to modify or terminate the Palaver service for any reason, without notice, at any time. Palaver reserves the right to alter these Terms of Use or other Site policies at any time. If the alterations constitute a material change to the Terms of Use, Palaver will notify you via email to the email address in your account. What constitutes a "material change" will be determined at Palaver’s sole discretion, in good faith, and using common sense and reasonable judgement.
20. Notices
Except as explicitly stated otherwise, any notices shall be given by postal mail to Palaver NZ Limited, PO Box 3112, Kaiti, Gisborne, New Zealand (in the case of Palaver) or, in your case, to the email address you provide to Palaver (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Palaver may give you notice by mail, postage prepaid and return receipt requested, to the address provided to Palaver. In such case, notice shall be deemed given three days after the date of mailing.