MiMaii NZ Limited
Standard Client Terms & Conditions – eCommerce Services
1. CLIENT AGREEMENT
The Company and the Client will sign a Client Agreement before the commencement of any work. By signing it the Client confirms that have read and agreed to these Terms & Conditions of the Company published on www.mimaii.co.nz website. A Client Agreement is not a Service Delivery Agreement or substitute for one.
2. SERVICE DELIVERY AGREEMENTS
For all services and charges the Company will prepare a Service Delivery Agreement (SDA) including service description, timing, fees and any other relevant information not generally covered by these Terms & Conditions. For an SDA to come into effect the client must confirm in writing that it agrees to the terms of the SDA by the provision of a signed document, email authorisation, or other digital or electronic means of communication by a duly authorised person.
3. THE COMPANY’S SERVICE OBLIGATIONS
The Company will provide the Services in accordance with the terms of this Agreement and act with reasonable care, skill, and diligence and in accordance with industry best practice.
4. THE CLIENT’S OBLIGATIONS
The client will supply Products in excellent condition for sale by the Company on a consignment basis and provide information and support material as requested so the Company can fulfil its obligations under the SDA.
The client shall use the eWallet Services supplied under this Agreement solely for the purpose of processing of payment from WeChat Pay or AliPay Users for the supply of client’s goods and or services to such WeChat Pay or AliPay Users.
The client shall ensure that the logo of “WeChat Pay”, “AliPay” and “MaiPay” shall be displayed in parity with all other forms of payment supported by the client on the client’s Platform where forms of payment are featured for the purchase of good and/or services. The client shall ensure that WeChat Pay and AliPay are identified as prominently as other payment forms via physical placement on client’s Platform.
5. COMPANY FEES
The Client must pay the Fees and Charges for any Service provided by the Company as set out in the relevant SDA. The Fees are exclusive of GST (if any).
6. SALE OF CLIENT PRODUCTS AND SERVICES
The Company will sell the products and services of the Client in the method described in the SDA at the price named in writing by the client. The Client gives permission for the Company to identify other avenues of sale in China and the Company will present these opportunities to the Client when they arise. The Client will in its discretion decide whether to take up these opportunities and if so a separate SDA is required.
7. PAYMENT TO CLIENT
The Company will hold the nett proceeds of sale on behalf of the Client, or payment funds from WeChat or AliPay and, unless otherwise agreed in writing, these will be paid to the Client monthly on or before the second working day of each month for the sales of products and services that occurred in the preceding calendar month.
8. PAYMENT OF COMPANY INVOICES
The Client must pay the Company the amount of each invoice issued by the Company on or before the 20th day of the month following the month when the invoice was issued, unless otherwise specified in the relevant SDA.
9. DISPUTED INVOICES & PAYMENTS
If the Client considers that there is a mistake in any invoice or payment or otherwise bona fide disputes the invoice, the Client will immediately give written notice to the Company. The Client will pay the undisputed part of the invoice by the original invoice due date and the Company and Client will work to resolve the dispute in a timely manner.
10. COMPANY DEDUCTIONS FROM PROCEEDS OF PRODUCT SALES
The Company will maintain appropriate accounting records and will provide to the Client sales reports and returns showing Product sales, Proceeds, and deductions made by the Company before payment of Proceeds to the Client, the Company will deduct:
a) Transaction fees by payment service providers;
b) Costs of sale (e.g. freight to the customer);
c) Local taxes, including sales taxes, duties and consumption taxes (if applicable);
d) Other charges and after-sales costs (if any)
e) Commission and Fees.
11. COMPANY SERVICE AGENTS
The Client authorises the Company to Act as its agent and engage third party Service Agents in its discretion as required, but only in relation to Services agreed in an SDA. The Terms & Conditions of the Company will be extended to include the Service Agent(s) acting in the interest of the Client as set out in the SDA.
12. CLIENT WARRANTY & INTELLECTUAL PROPERTY
The Client Warrants that all information supplied by the Client to the Company or its agents is true, accurate and complete; and that the Client has all necessary Intellectual Property Rights to give permission to use the Intellectual Property provided to the Company.
13. INDEMNITY BY CLIENT
The Client indemnifies the Company against all costs and losses, including consequential or indirect losses, and legal costs on a solicitor-client basis, resulting from an error, omission, misrepresentation, or supply of faulty product by the Client.
14. LIMITATION OF LIABILITY OF THE COMPANY
Except in the case of fraud, dishonesty or wilful breach of this agreement by the Company, the maximum liability of the Company to the Client for all claims will not in any circumstances exceed two (2) times the Fees paid or payable to the Company by the Client in the previous 6-month period.
15. LIMITATION TO PRODUCTS INSURED AMOUNT
Except in the case of fraud or dishonestly by the Company or its agents, if Products or goods in the possession of the Company or its agents are lost, damaged, stolen or destroyed, then the Company’s liability shall be limited to passing the benefit of any insurance policy that covers the loss, damage, theft or destruction, and neither the Company nor its agents shall have any further liability to the Client.
16. EXCLUSION ON LOSS
The Company will not be liable to the Client for any indirect losses, consequential losses or special damages.
17. EVENTS BEYOND COMPANY’S CONTROL
The Company will not be liable to the Client for losses or costs (including indirect and consequential loss) that result from:
a) Prohibition on sale of Products because of action or decision by an agency of the Government of China (including a court or judicial body);
b) Seizure of Products or Proceeds by an agent of the Government of China (including a court or judicial body).
18 INSURANCE
a) The Company will maintain appropriate insurance cover, including professional indemnity and product liability insurance, and any additional insurance specified in an SDA, on appropriate terms with reputable insurers.
b) Where an SDA requires the Company to obtain insurance cover relating to the Products, the Company will pass on the costs of that insurance to the Client.
c) Where, after the Company agrees to supply Services, the Company is not able to obtain insurance cover, or to obtain cover at a reasonable price (for example, due to an unusual goods type), The Company may require that the Client arrange insurance at the Client’s costs and may require the Client provide current insurance certificates before the Company provides further Services.
19. BENEFIT OF THIS AGREEMENT FOR CHINESE ENTITY
The Client acknowledges that the company will, in its discretion, engage Chinese Entity as its agent to supply some services in China. Chinese Entity will be entitled to the benefit of all clauses in this Agreement that are for the benefit of the company.
20. COMPANY CEASES TO SELL CLIENT PRODUCTS
If the Company ceases to sell the client’s Products for any reason, or if an agreement is terminated to that effect, the Company will promptly provide to the Client an up-to-date statement of Product sales and Proceeds and pay to the Client any net Proceeds to the Client.
21. EXPIRED OR WITHDRAWN STOCK
If products are close to their expiry date, best-before date or have been withdrawn from sale, and the Client does not want stock returned or sent to a third-party, the Company will use best efforts to sell or otherwise dispose of the product in the way that it thinks best fit after receipt of prior written approval from the Client. Any costs associated with the disposal or movement of products will be borne by the Client and any Proceeds of sale after costs will be returned to the Client in the normal manner.
22. COMPANY INTELLECTUAL PROPERTY RIGHTS
Neither the Company nor its agents or suppliers transfer to the Client any right, title or interest in any copyright, trade marks, or other Intellectual Property Rights relating to any of the Services.
23. USE OF NAME. TRADEMARK OR SYMBOL IN WRITING
Neither Party may use the name, trade name, trade mark or symbol of the other Party unless agreed by the other Party in writing.
24. CONFIDENTIALITY
Each Party must keep the other Party’s Confidential Information confidential and must not disclose such Confidential Information to any person or use such Confidential Information for any purpose other than for the purposes of performing their Duties in relation to any agreement. In fulfilling its obligations, as a minimum standard, use the same degree of care to avoid disclosure as it uses to protect its own confidential information.
25. FORCE MAJEURE
A Party (the “Affected Party”) will not be liable for any failure or delay in its performance of any obligations under this Agreement to the extent such failure or delay is due to a Force Majeure Event. If the Force Majeure Event prevails for a continuous period of more than 20 Business Days the Party who is not the Affected Party may terminate this Agreement by giving ten (10) Business Days’ notice to the other Party; and neither Party will have any liability to the other in respect of any termination of any Agreement, but such termination will be without prejudice to rights and liabilities which have accrued prior to termination.
26. DISPUTE RESOLUTION
In the event where a dispute is unable to be resolved within 20 working days of the written notice of the dispute being provided to the other party, either party may refer the dispute to mediation to be conducted in Wellington under the LEADR New Zealand Incorporated (“LEADR”) standard mediation agreement. if the Parties do not agree on a mediator or the mediator’s fees within five (5) Business Days of receipt of the notice of mediation, the mediator will be appointed or the fees set by the chair of LEADR (or his/her nominee) at the request of either Party; and the Parties must bear the mediator’s fees equally. While any dispute remains unresolved, each Party must continue to perform the duties in respect of any agreement to the extent practicable, but without prejudice to their respective rights and remedies. Nothing in this condition will preclude a Party from seeking urgent interlocutory relief.
27. SUSPENSION OF SERVICE
The Company may, on written request from the Client at any time, agree to suspend the provision of any part of the Services. The Client must continue to pay all Fees during the period of suspension and in addition will compensate the Company for any costs reasonably incurred by the Company in giving effect to the Client’s direction, including any costs already incurred in the fulfilment of any current SDA.
28. TERMINATION FOR CAUSE
Either Party may terminate the Client Agreement (or any SDA) immediately by giving notice to the other Party if the other Party commits a material breach or a persistent series of breaches of the relevant SDA, and if such breach is capable of remedy, fails to remedy that breach within 15 Business Days after receipt of notice by that Party requiring the breach to be remedied; or the other Party is subject to an Insolvency Event.
29. TERMINATION FOR CONVENIENCE
A Party may terminate their Client Agreement immediately giving thirty (30) days’ notice to the other party. The Client must continue to pay all Fees during the period of termination and in addition will compensate the Company for any costs reasonably incurred by the Company in giving effect to the Client’s direction, including any costs already incurred in the fulfilment of any current SDA.
30. GOVERNING LAW AND JURISDICTION
Any agreements and terms of trade are governed by New Zealand Law and the Parties irrevocably submit to the non-exclusive jurisdiction of the New Zealand courts in any proceedings relating to it.
31. REVIEW AND UPDATE OF TERMS AND CONDITIONS
The Company may in its sole discretion review and update these Terms and Conditions from time to time and make changes it deems necessary to maintain good work practice, protect Parties, provide clarity or reflect a change in the business. The Company will notify the Client of changes to these Terms and Conditions and unless written notice is received from Client within fourteen (14) days then it is commonly understood that the Client has agreed to the new Terms & Conditions of the Company.
32. INTERPRETATION
a) “Company” means MiMaii NZ Limited
b) “Client” means a NZ business customer of MiMaii NZ Limited
c) “Chinese Entity” means Tianjin GPEC Technology Co. Ltd and Beijing Sanjiaoyi Software Technology Co. Ltd, duly incorporated companies under China Company Law.
d) “Acquirer” means MiMaii NZ Limited an acquirer of WeChat Pay
e) WeChat Pay is a payment option offered by the Acquirer allowing WeChat Pay Users to use their WeChat account to make purchases of Products and Services