Terms & Conditions

These Terms & Conditions (“Terms”) govern your access to and use of the website at silverearth.co.nz and the SilverEarth Commerce platform (collectively, the “Service”) provided by SilverEarth Commerce (“SilverEarth”, “we”, “us”, or “our”).

By accessing or using the Service, or by clicking “I agree” during registration, you accept these Terms in full. If you do not agree, do not use the Service.

1. Definitions

• “Account” — the tenant account created when you complete the onboarding process.
• “Authorised Users” — the individuals you invite to access your Account under your subscription.
• “Content” — all data, text, images, files, and other material you upload, import, or create within the Service.
• “Subscription” — the paid licence to access the Service under the plan you select at signup.
• “Terms” — this document, together with our Privacy Policy incorporated by reference.

2. Eligibility and Registration

You must be at least 18 years of age and have the legal authority to enter into a binding agreement on behalf of yourself or the organisation you represent. By creating an Account you represent and warrant that this is the case.

You agree to provide accurate, complete, and current registration information and to keep it up to date. We reserve the right to suspend or terminate Accounts where we have reason to believe the information provided is false or misleading.

3. Subscriptions and Payment

3.1 Subscription plans

Access to the platform features requires a paid subscription. Plan details, pricing, and features are described on the Pricing page. We reserve the right to change pricing with at least 30 days’ notice to existing subscribers, except when signed up as a Founder (during initial launch) in which case prices are grandfathered in for at least 2 years.

3.2 Billing

Subscriptions are billed in advance on a recurring basis (monthly or annually) via Stripe. By providing payment details you authorise us to charge the applicable subscription fees on each renewal date. All amounts are exclusive of taxes unless stated otherwise; applicable taxes will be added at checkout.

3.3 Trial period

New accounts receive a trial period (currently 10 days, extendable on request) during which no charge is made. At the end of the trial your subscription will convert to a paid plan unless you cancel beforehand.

3.4 Cancellation and refunds

You may cancel your subscription at any time from your account dashboard. Cancellation takes effect at the end of the current billing period; you will retain access until that date. We do not provide pro-rated refunds for partial periods, except where required by applicable consumer protection law.

3.5 Non-payment and suspension

If a payment fails and remains unpaid for 7 days after the due date, we may suspend your Account until payment is received. If an Account remains unpaid for 30 days we may terminate it and delete associated data in accordance with our data retention policy.

4. Prohibited Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

4.1 Illegal or harmful activity

• Use the Service to transmit, distribute, or store material that violates any applicable law or regulation;
• Use the Service to engage in fraud, deception, phishing, or any other criminal activity;
• Use the Service to harass, threaten, defame, or harm any person or entity;
• Use the Service to distribute malware, viruses, ransomware, spyware, or any other malicious code;
• Attempt to gain unauthorised access to any system, network, database, or account;
• Engage in any activity that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of it (including denial-of-service attacks or automated scraping at scale).

4.2 Subscription and access restrictions

• No resale or sub-licensing: you may not resell, sublicense, transfer, assign, or otherwise make your Subscription available to any third party who has not been explicitly invited as an Authorised User within your Account. Offering access to the platform as a service bureau, white-label product, or shared-access arrangement without our prior written consent is strictly prohibited.
• No credential sharing: individual login credentials are personal to the Authorised User to whom they are issued. You must not share login credentials with persons outside your organisation or use a single account to serve multiple unrelated organisations.
• One Account per entity: each legal entity (company, sole trader, etc.) may hold one Account. Creating multiple Accounts to circumvent plan limits or trial restrictions is prohibited, unless explicitly authorised by us in writing.

4.3 Content restrictions

You must not upload or publish content that:

• Infringes any intellectual property right, privacy right, or other right of any third party;
• Is unlawful, obscene, defamatory, discriminatory, or that promotes violence or hatred;
• Constitutes unsolicited commercial communication (spam).

4.4 Consequences of prohibited use

Violation of these prohibitions may result in immediate suspension or termination of your Account without refund, reporting to law enforcement agencies, and/or civil or criminal legal action. We reserve the right to determine in our sole discretion what constitutes a violation of these Terms.

5. Your Responsibilities

You are solely responsible for:

• Ensuring all products, services, and content listed through the platform comply with applicable laws in the jurisdictions you sell to;
• Accurately describing your products and services;
• Correctly configuring tax settings and ensuring you are registered for taxes where required — the platform provides tools to assist with this but does not constitute tax advice;
• Complying with consumer protection laws applicable to your customers;
• Obtaining all necessary rights, licences, and permissions for Content you upload (including images, book content, and other media);
• Maintaining the security of your Account credentials and notifying us promptly if you suspect unauthorised access.

6. Intellectual Property

6.1 Our intellectual property

The Service, including all software, designs, text, graphics, and documentation, is owned by SilverEarth Commerce Limited or its licensors and is protected by copyright and other intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable licence to access and use the Service during your Subscription period. No other rights are granted.

6.2 Your content

You retain ownership of all Content you upload to the Service. By uploading Content you grant us a limited licence to store, process, and display it solely to provide the Service to you. We will not use your Content for any other purpose without your consent.

6.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback without restriction or compensation to you.

7. Data and Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You are responsible for ensuring you have the appropriate legal basis to collect, store, and process any personal data of your customers that is handled through the platform, and for maintaining your own privacy policy and cookie notice if required by applicable law.

8. Stripe Connect and Payments

The platform facilitates direct payment processing through your own Stripe account via Stripe Connect. Your customers’ payments go directly to your Stripe account; SilverEarth does not handle or hold customer payment funds.You remain the Merchant of Record for all transactions. Your use of Stripe is governed by the Stripe Services Agreement.

9. Third-Party Integrations

The Service integrates with third-party services including Stripe (payments), Xero (accounting), Zoom (virtual events), NZ Post, EasyShip, and others. Your use of those services is subject to their own terms and privacy policies. We are not responsible for the availability, accuracy, or conduct of third-party services.

10. Availability and Support

We aim to provide the Service on a continuous basis but do not guarantee uninterrupted or error-free operation. We may perform scheduled maintenance at any time and will endeavour to give advance notice where practical. We are not liable for any loss resulting from Service unavailability.

Support is provided via email and through the built-in help documentation within the platform. Response times are on a best-efforts basis.

11. Disclaimer of Warranties

To the maximum extent permitted by law, the Service is provided “as is” and “as available” without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms excludes or limits any statutory guarantee or warranty under the New Zealand Consumer Guarantees Act 1993 to the extent it applies to you as a consumer (though for business use the Consumer Guarantees Act may not apply — see Section 13).

12. Limitation of Liability

To the maximum extent permitted by applicable law, SilverEarth’s total aggregate liability to you for any claims arising out of or in connection with these Terms or the Service shall not exceed the total fees you have paid to us in the 12 months immediately preceding the event giving rise to the claim.

We shall not be liable for any indirect, incidental, consequential, special, or exemplary loss or damage, including loss of profits, revenue, data, goodwill, or business opportunity, even if we have been advised of the possibility of such damages.

13. Business Use

The Service is intended for use in trade or commerce. Where you acquire the Service in trade (as a business), the Consumer Guarantees Act 1993 (NZ) does not apply, and you agree that it is fair and reasonable that it does not apply. The Fair Trading Act 1986 (NZ) continues to apply.

14. Indemnification

You agree to indemnify, defend, and hold harmless SilverEarth Commerce Limited and its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your use of or access to the Service;
• Your violation of these Terms;
• Your Content or the products and services you offer through the platform;
• Your violation of any applicable law or the rights of any third party.

15. Termination

Either party may terminate the agreement by providing written notice. You may terminate at any time by cancelling your Subscription and ceasing to use the Service. We may terminate or suspend your Account immediately, without notice, if you breach these Terms or if required to do so by law.

On termination: (a) your right to use the Service ceases immediately; (b) we will retain your data for a period of 30 days during which you may request an export; (c) thereafter we will delete or anonymise your data subject to our legal retention obligations. Sections 6, 12, 14, and 17 survive termination.

16. Modifications to the Service and Terms

We reserve the right to modify or discontinue any part of the Service at any time. We will provide reasonable notice of material changes to the Service that adversely affect your use.

We may update these Terms from time to time. Material changes will be notified by email to the address on your Account at least 14 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not accept the revised Terms you must stop using the Service and cancel your Subscription before the effective date.

17. Governing Law and Disputes

These Terms are governed by the laws of New Zealand. Any dispute arising out of or in connection with these Terms that cannot be resolved amicably shall be referred to the exclusive jurisdiction of the courts of New Zealand.

Before commencing formal proceedings, you agree to notify us in writing at legal@silverearth.co.nz and allow us 20 working days to attempt to resolve the dispute.

18. General

• Entire agreement: these Terms, together with our Privacy Policy, constitute the entire agreement between you and SilverEarth regarding the Service and supersede all prior agreements.
• Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force.
• No waiver: failure to exercise or enforce any right under these Terms does not constitute a waiver of that right.
• Assignment: you may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights without restriction.
• Force majeure: we are not liable for delays or failures resulting from circumstances beyond our reasonable control.

19. Contact

Questions about these Terms? Contact us:

• Email: legal@silverearth.co.nz
• Web: silverearth.co.nz/contact