DRAFT — NOT IN FORCE. COUNSEL REVIEW REQUIRED BEFORE PUBLICATION.
Version: 0.2-draft · Operator: [OPERATOR ENTITY — COUNSEL] · Governing law: New Zealand
You will see these terms on the page where you press Accept. They are short on purpose. Please read them — pressing Accept is the moment you enter a contract.
1.1 Offers is operated by [OPERATOR ENTITY — COUNSEL] ("we", "us", the "Platform"). Offers is a directory of merchant offers and an acceptance rail: we let you discover offers through an AI assistant, and we operate the page where you accept one.
1.2 We are not the seller. Every offer is made and sold by the merchant named on it (the "Merchant"). The Merchant is the seller of record and the issuer of your Voucher. Your purchase contract is between you and the Merchant. We do not provide, deliver, supervise, or inspect any good or service. [COUNSEL — disclosed-agency wording; supplier status under NZ CGA/FTA and GST]
1.3 We never hold your money. When you pay for an offer, your payment goes directly to the Merchant through Stripe, the Merchant's payment processor (see section 5). We do not receive, hold, or control your funds at any point — there is no escrow, trust, or holding account — and we are not a bank, money transmitter, or custodian. [COUNSEL]
1.4 You never pay us anything, and here is exactly how we make money. Using Offers as a consumer is free, and we never add any fee or margin to the price you see. We are paid by Merchants only, in three ways: (a) a commission on each paid Offer, deducted from the Merchant's side of the payment; (b) a service charge to the Merchant when a Code Offer is Accepted; and (c) a fee we charge the Merchant if a paid Voucher expires unredeemed (see clause 6.5 — this fee is the Merchant's cost, is never deducted from any refund due to you, and does not change your rights). [COUNSEL — prominence of the unredeemed-voucher fee disclosure on the consumer surface]
1.5 No offer can buy its way in front of you. No Merchant can pay us to be shown to you, ranked higher, promoted, or marked as verified. There are no sponsored results and no advertising on the consumer surface. Verification (section 8) is independent measurement and is never for sale.
3.1 You can browse and discover Offers without an account and without giving us your name or contact details. As a contract, these terms bind you only when you press Accept. While you are only browsing, the rules in section 10 (acceptable use) apply as conditions of access to the Platform.
3.2 You must be legally capable of entering a contract to Accept an Offer. Some Offers may state additional eligibility conditions (for example age-restricted goods) in their Per-Offer Terms; those conditions are the Merchant's, and the Merchant is responsible for lawfully supplying restricted goods or services. [COUNSEL — age-gating duties for restricted categories]
4.1 When you press Accept on the consent page, two agreements form at the same moment:
a. a purchase contract between you and the Merchant, on the Per-Offer Terms shown to you at that moment (the Merchant, not us, is the other party to this contract); and
b. an agreement between you and us on these terms, governing your use of the Platform — discovery, the consent page, your Voucher record, and our conduct toward you. [COUNSEL — electronic assent under Contract and Commercial Law Act 2017, Part 4]
4.2 For a paid Offer, your payment method is charged at Acceptance (section 5) and your Voucher is issued. For a Code Offer, your code is issued and no payment is collected.
4.3 Per-Offer Terms can only ever add to your protections, never subtract. If Per-Offer Terms conflict with these terms, the Per-Offer Terms prevail only to the extent they describe the specific good or service or are more favourable to you. Per-Offer Terms can never reduce or override clauses 6.4, 6.5, 7, 11, or 12 of these terms, or any statutory right.
4.4 What you see on the consent page — the named good or service, the price, the expiry date and what happens at expiry, and any redemption conditions — is what you are agreeing to. We keep a record of exactly what was shown to you at Acceptance, and you may request a copy of it at any time.
5.1 Your payment method is charged directly by the Merchant using Stripe. The Merchant is the merchant of record: the charge is the Merchant's, the receipt (including any GST receipt or tax invoice) comes from the Merchant, and the name on your statement is the Merchant's (or their trading descriptor). [COUNSEL — checkout/receipt/descriptor wording required to hold the Merchant's supplier status]
5.2 Our commission is deducted from the Merchant's side of that payment by Stripe. It is never added to your price and never comes out of any refund due to you.
5.3 We do not receive or store your payment details; they are handled by Stripe under Stripe's own terms and privacy policy.
5.4 The price shown includes GST where applicable. The Merchant is the supplier for GST purposes and is responsible for its own GST obligations, including issuing any receipt or tax invoice you are entitled to. [COUNSEL — GST supplier status; NZ listed-services / marketplace deemed-supplier rules for the relevant categories]
6.1 Your Voucher is the Merchant's obligation. The Merchant was paid in full at the moment you Accepted, and the Merchant must honour the Voucher for the named good or service, on the Per-Offer Terms. Redemption happens between you and the Merchant; we record it but take no part in delivering the good or service.
6.2 Delivery and safekeeping. Your Voucher is delivered electronically to the contact details you give at Acceptance. Check them carefully — and if a Voucher does not arrive, contact us at [SUPPORT CONTACT — COUNSEL] and we will re-send it against our Acceptance record. Keep your Voucher confidential: it is single-use, and can be redeemed once only.
6.3 Giving your Voucher to someone else. Unless the Per-Offer Terms say otherwise, you may give your Voucher to another person (for example as a gift). It remains single-use, and the Per-Offer Terms and expiry still apply.
6.4 Expiry — read this before you buy. Every Voucher shows its expiry date before you Accept and on the Voucher itself. If you do not redeem before expiry, the Voucher lapses and — unless the Per-Offer Terms say otherwise or a statutory right applies — the amount you paid is forfeited to the Merchant and is not refunded. Do not buy a Voucher you do not expect to use within its window. [COUNSEL — expiry-consequence disclosure prominence; characterisation of this offer class against FTA 1986 subpart 3A gift-card expiry rules]
6.5 What happens on our side when a Voucher expires unredeemed. We charge the Merchant a fee on expired unredeemed Vouchers (see clause 1.4(c)). That fee is a business charge between us and the Merchant: it is never deducted from any refund or remedy due to you, and it never affects how offers are shown, ranked, or verified (section 8).
6.6 Expiry floors. We validate every Offer's expiry against the minimum redemption window the law allows for that type of offer before it can be listed, and no Voucher's window exceeds three years. If, despite that validation, a Voucher is ever issued with an expiry shorter than the law allows, the lawful minimum period applies to your Voucher instead. [COUNSEL]
6.7 If a Merchant refuses to honour a valid, unexpired Voucher:
a. your rights are against the Merchant — they were paid, and honouring the Voucher is their legal obligation;
b. tell us at [SUPPORT CONTACT — COUNSEL]. We are not the seller and cannot compel performance, but we investigate, and we can remove the Merchant's offers, freeze the Merchant's ability to sell, and suspend or remove the Merchant from the Platform;
c. your statutory remedies (section 7) and your card issuer's dispute process (clause 7.4 — note the time limits) remain fully available.
6.8 Suspension or removal of a Merchant never cancels your Voucher. If we freeze a Merchant, take down their offers, or remove them from the Platform, that stops new sales only. A Voucher you already hold remains the Merchant's obligation, redeemable directly with the Merchant until it expires. Our Merchant Terms require the Merchant to keep its payment and redemption arrangements open while any Voucher is outstanding, and give every Merchant complete records of the Vouchers they have issued and redeemed — precisely so your Voucher survives anything that happens between us and the Merchant, including the Platform itself shutting down. [COUNSEL — consumer enforceability of these Merchant Terms covenants (CCLA 2017 privity)]
6.9 If a Merchant becomes insolvent. We must be honest about this risk: because the Merchant is paid at sale and we never hold your money, we have no fund to refund you from. If a Merchant becomes insolvent before you redeem, your Voucher is a claim against the Merchant (usually as an unsecured creditor), and we do not guarantee, insure, or underwrite it. Your card issuer's dispute process may allow you to recover a payment for goods or services never supplied — dispute schemes have strict time limits, so act promptly (clause 7.4). We may also, at our discretion, help by notifying affected Voucher holders. [COUNSEL — insolvency disclosure wording; whether any voluntary assistance creates an assumed duty]
7.1 Nothing in these terms excludes, restricts, or modifies your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, or any other consumer protection law that cannot be excluded. If anything in these terms or any Per-Offer Terms is inconsistent with such a right, the right prevails. [COUNSEL — CGA s43 contracting-out; FTA unfair contract terms provisions for consumer standard-form contracts]
7.2 Those rights — to goods and services of acceptable quality, fit for purpose, matching their description, and to remedies when they are not — sit with the Merchant as the seller. Claims about the good or service (including any loss or damage it causes you) go to the Merchant first.
7.3 Per-Offer Terms may give you refund or cancellation rights beyond the statutory minimum; where they do, they are enforceable against the Merchant.
7.4 Card and payment disputes. Because your payment was made directly to the Merchant, your card issuer's or payment provider's chargeback and dispute process is available to you in the usual way. Using it does not waive any other right. These processes have time limits set by the card schemes — often measured in months from the charge, which can be much shorter than your Voucher's life. If something has gone wrong, do not wait for expiry to act.
7.5 Any refund due to you must be paid by the Merchant in full. No Platform fee, commission, or charge between us and the Merchant (including the fee in clause 6.5) is ever deducted from a consumer refund. If the Merchant fails to pay a refund it owes you, clause 6.7 applies.
8.1 Some Merchants or offers carry a "Verified by AITWIRE" indication. This reflects independent measurement only: it reports what an independent measurement system observed about the Merchant's public representations as at the time of measurement.
8.2 Verification is never purchasable. No Merchant can pay for verification, ranking, or placement, and no fee any Merchant pays us (including the clause 6.5 fee) affects measurement, ranking, or verification in any way. There are no sponsored results on the consumer surface.
8.3 Verification is not: an endorsement of the Merchant; a guarantee of the Merchant's solvency, service quality, or future conduct; a promise that any particular Offer is a good deal; or advice to buy. It is a measurement, with the meaning published at [VERIFICATION METHODOLOGY LINK], and nothing more. [COUNSEL — verification-claim wording vs FTA s9 misleading conduct]
9.1 The content of each Offer — the description, any reference price, and any discount claim — is made by the Merchant. Merchants must attest to us, when they create an offer, that it is for a named good or service at a genuine discount, and they are legally responsible for the accuracy of their offers.
9.2 We vet Merchants before they can list, we validate offers before listing (clause 6.6), and we can take down offers and freeze or remove Merchants. If you believe an Offer is misleading or a Merchant is acting unlawfully, tell us at [SUPPORT CONTACT — COUNSEL]. Nothing in this section limits our own responsibility for our own conduct (clause 11.3).
10.1 You must not: (a) redeem or attempt to redeem a Voucher more than once, or a Voucher you are not authorised to use; (b) use the Platform for fraud, money laundering, or resale schemes; (c) interfere with, probe, or overload the Platform or its AI-assistant interfaces; (d) misrepresent your identity to a Merchant or to us.
10.2 We may refuse an Acceptance, and we may invalidate an unredeemed Voucher that was obtained by fraud or in breach of this section. If a paid Voucher is invalidated, the amount you paid must be refunded — unless you obtained the Voucher by fraud or dishonesty, in which case the law determines what may be withheld. [COUNSEL — scope of any refund withholding on consumer fraud; unfair-contract-terms review of this clause]
11.1 We supply the directory and acceptance rail with reasonable care and skill. Where the Consumer Guarantees Act 1993 applies to the services we supply you, nothing here limits it. [COUNSEL — CGA application to a free-to-consumer service]
11.2 To the maximum extent New Zealand law permits, and always subject to clauses 7.1, 11.1, and 11.3: (a) we are not liable for the acts, omissions, offers, goods, or services of any Merchant — including any loss, damage, or injury arising from a good or service you obtained with a Voucher — because the Merchant is the seller and the Voucher is the Merchant's obligation; (b) we are not liable for indirect or consequential loss; and (c) our total liability to you in connection with the Platform is limited to NZ$[LIABILITY CAP — COUNSEL] or the price you paid for the relevant Offer, whichever is greater. [COUNSEL — enforceability of the cap and exclusions in a consumer standard-form contract under the FTA unfair-contract-terms regime]
11.3 Nothing in these terms limits or excludes our liability for our own misleading or deceptive conduct under the Fair Trading Act 1986, for our own fraud or dishonesty, or for any liability that cannot lawfully be excluded.
12.1 We may update these terms for future Acceptances. The version shown to you at Acceptance is the version that governs that Acceptance and its Voucher — a later change never alters a Voucher you already hold or any right you had at Acceptance.
12.2 Changes will be dated, and the current version will always be available at [TERMS URL]. We may also change or discontinue the discovery surface itself; doing so never affects an issued Voucher (clause 6.8).
13.1 You can browse without an account, and we do not ask for your name or contact details to browse. Like any online service, our systems process limited technical data (such as network addresses) for security, abuse prevention, and rate-limiting. [COUNSEL — accuracy of anonymity statements against actual logging]
13.2 Discovery happens through an AI assistant that is a separate service run by its own provider under its own terms and privacy policy. We do not control what your assistant provider collects or retains from your conversation.
13.3 At Acceptance we collect the minimum needed to issue and honour your Voucher (such as a delivery contact and the Acceptance record), and Stripe collects your payment details under its own privacy policy. We share with the Merchant only what they need to honour your Voucher.
13.4 Our full Privacy Policy is at [PRIVACY POLICY LINK — COUNSEL] and we comply with the Privacy Act 2020.
14.1 Governing law and courts. These terms are governed by New Zealand law. Disputes with us are subject to the non-exclusive jurisdiction of the New Zealand courts. Nothing prevents you using the Disputes Tribunal, the Commerce Commission, or any consumer protection process available to you. [COUNSEL]
14.2 If any part of these terms is unenforceable, the rest still applies.
14.3 Contact. [OPERATOR ENTITY — COUNSEL], [SUPPORT CONTACT — COUNSEL].
These terms were shown to you at the Accept step. Your Per-Offer Terms — what you're buying, the price, and the expiry date — appear on the same page and form part of your contract with the Merchant.