Version 3.0 (1 November 2024)
n3 arranges various aggregation-based pricing and discount agreements ("Collective Purchasing Agreements") through which its customer base ("Members") may order various goods or services from contracted suppliers ("Suppliers"). Use of a Collective Purchasing Agreement will be subject to a separate supply agreement between that Member and the Supplier. This Agreement records the terms upon which the Member is entitled to access the Collective Purchasing Agreements.
1. Rights of participationDuring the term of this Agreement, subject to the Member’s Membership Type, the Member has the right to participate in Collective Purchasing Agreements listed on the n3 website from time to time, subject to some agreements having restrictions on parties who may access them, for example trade competitors, certain Association Members and any with special terms and conditions. The Member’s right to participate in a Collective Purchasing Agreement will automatically terminate if that Collective Purchasing Agreement is terminated.
Separate supply agreements result between the Member and the Supplier, for every purchase through a Collective Purchasing Agreement, which n3 is not a party to, nor liable under. n3 is only a broker in relation to each of those Collective Purchasing Agreements.
2. Term of AgreementIf the Member is a direct fee-paying Member, this Agreement will commence on the Start Date and continue for the Initial Term and thereafter will continue for successive periods each of the length stated in Start Date and Initial Term section of the Commercial Terms unless and until terminated in accordance with the terms of this Agreement.
If the Member is a Group Member, the term of this Agreement commences when the Member commences using the Collective Purchasing Agreements, products, services, or website and terminates on the termination of the Member’s Association or Channel group membership terminating. On such termination, Member will be offered the option of a direct fee-paying Membership.
3. Cancellation PeriodProvided that the Member is not a Group Member nor a Group Leader, the Member may terminate this Agreement in writing within 30 calendar days of the date of this Agreement, provided that the Member has not made use of Collective Purchasing Agreements. In the event the Member validly cancels during this cancellation period, n3 will refund any membership fees paid relating to the Initial Term.
Where the Member is a Group Member or a Group Leader, all fees paid are non-refundable.
4. Member acknowledges how n3 is remuneratedThe Member acknowledges that:
Where the Member holds a Trade Card Membership or a Full Membership, the Member will be provided with an individual login and a password for using the n3 secure website. Access to the website will be on the terms of this Agreement and any additional terms provided on the website. The Member will:
If any Supplier offers terms different from those notified to the Member under the relevant Collective Purchasing Agreement, the Member will immediately notify n3 in writing.
7. Notification of changes in this Agreementn3 reserves the right to make changes to this Agreement by not less than 30 days prior written notice. Member agrees it will be bound by the changes upon the expiry of the written notice period, unless prior to the expiry of that period the Member, acting reasonably, objects to the proposed changes in writing. If the parties cannot agree within 14 calendar days of that objection, the Member shall be entitled to terminate this Agreement in writing with immediate effect.
8. All orders direct with SupplierThe Member acknowledges that placing an order under a Collective Purchasing Agreement will give rise to a separate agreement between the Member and the Supplier on the Supplier’s terms of trade agreed between the Member and the Supplier. When placing an order using a Collective Purchasing Agreement, the Member must advise the Supplier of its desire to use the Collective Purchasing Agreement.
9. Goods for sole use of MemberGoods or services bought by the Member under the Collective Purchasing Agreements are for the use of that Member only. If the Member is considering on-selling or gifting goods or services to any other person, it must first obtain the written consent of n3.
10. ConfidentialityThe Member must at all times keep confidential and secure all n3’s information including information about Collective Purchasing Agreements which is, or would reasonably be expected to be, commercially sensitive or confidential. Disclosure or use to the extent required by law or necessary to use this Agreement is allowed, however the Member will use its reasonable endeavours to resist requests for disclosure of, or access to, the information (e.g. under Official Information Act 1982). The Member will promptly notify n3 of any such request. The Member will, to the extent allowed by law, indemnify n3 and its directors and employers against any claim, damage, loss or cost incurred by any of them due to breach of its obligations in this clause or at law. This provision is also for the benefit of, and may be enforced by, n3’s directors and employees. This provision is intended to survive termination of this Agreement.
11. Reporting of InformationThe Member acknowledges that Suppliers will provide n3 with information on the Member’s purchases and discounts and that n3 may analyse and share that information.
The Member also acknowledges that n3 will provide purchase and spending information and discounts received, which in some cases may reveal individual Member’s information, to Group Leaders to which the Member belongs, if applicable. Depending on the arrangement with the Group Leader, the information shared by n3 with the Group Leader may include details of the Member’s purchases and discounts and details on the Member’s use of the Services.
12. PrivacyEach party will ensure that its dealings with Personal Information acquired from the other party or in connection with this Agreement
The Member authorises n3 to collect, use and disclose any Personal Information about the Member or its employees in accordance with n3’s Privacy Policy and as permitted by this Agreement or required for the purpose of discharging n3’s obligations under this Agreement. The Member warrants that the disclosure of Personal Information to n3 for the purposes of this Agreement, and the collection and use of such information by n3, will not contravene the New Zealand Information Privacy Principles.
n3 will take reasonable steps to protect Personal Information in its possession against misuse or loss and it will destroy or de-identify such information in accordance its own policies and procedures following the termination or expiry of this Agreement. The Member may request n3 update or correct any Personal Information held by it. The Member authorises n3 to provide its contact details to Suppliers to encourage use of the Collective Purchasing Agreements. For more details on how n3, collect and handle Personal Information, please refer to n3’s privacy policy available on its website or by request. Personal Information has the meaning as defined in Privacy Act 2020, s 7, as amended from time to time. This clause will survive the termination or expiry of this Agreement.
13 Access to recordsThe Member will, when requested by n3, allow n3’s representatives access to the Member’s records, at reasonable times, for reasonable purposes (e.g. so that n3 can ensure that the provisions of this Agreement are being complied with) that are relevant to this Agreement or the agreements between n3 and its Suppliers.
14. Termination for failureA party may terminate this Agreement, by written notice to the other party, if the other party:
n3 may terminate this Agreement:
To the extent allowed by law, the Member will indemnify n3 for any direct and indirect damage, loss or cost (including legal costs) to n3 due to any breach by the Member of this Agreement or any Collective Purchasing Agreement. The Member will protect n3 and its directors and representatives from any claim or proceedings against any of them to the extent caused or contributed to by the Member (including passing on information provided to the Member). This provision is also for the benefit of, and may be enforced by, each of n3’s directors and representatives.
17. n3’s liability limitedTo the extent permitted by law, the total aggregate liability of n3 to the Member in respect of any and all claims arising under or in connection with this Agreement (including directly or indirectly from any breach by n3 of this Agreement or from any negligence or other act or omission of n3), shall in no event exceed the membership fees paid or payable under this Agreement in respect of a three month period.
18. n3’s liability exclusionsn3 shall not be liable to the Member for any loss of profits, loss of anticipated savings or loss of opportunity, or any consequential, indirect, or special loss or damages suffered by the Member, arising directly or indirectly from any breach by n3 of this Agreement or from any negligence or other act or omission of n3.
Any limitation of liability or exclusion set out in this Agreement shall not apply to any personal injury or death caused by, or any fraud, dishonesty, or wilful default of or by, either party or any of their representatives.
19. Membership TypesThe Member acknowledges and agrees that there are different types of membership offered by n3 that give different levels of access to the services and Collective Purchasing Agreements:
The Member’s Membership Type as at the date of this Agreement is stated in the Commercial Terms or as otherwise agreed in writing in Collective Purchasing Agreement. From time to time during the term, Members can request n3 amend or upgrade their Membership Type, and n3 may (at its discretion) agree to upgrade or change the Member’s Membership Type subject to paying any applicable increase in annual fees. n3 shall be under no obligation to provide a refund where a Membership Type is downgraded during the Initial Term or subsequent renewal period.
20. Consumer guarantees lawThe Member accepts that goods or services supplied by n3 pursuant to this Agreement are for the purposes of a business, and every guarantee and warranty of n3 which may be implied by custom, or law is excluded to the extent allowed by law.
21. NoticesWithout limiting methods of service, notices are to be in writing, addressed to the other party’s contact address and delivered by hand, by post, sent by fax or e-mail.
22. AssignmentThe Member will not directly or indirectly transfer, assign, or novate any of its rights or obligations under this Agreement without the prior written consent of n3.
23. InterpretationIn this Agreement, unless the context otherwise requires or specifically otherwise stated: