Full Terms and Conditions

WEBSITE TERMS AND CONDITIONS

  1. Terms and Conditions
    1. These terms and conditions govern your access and use of the website.
    2. By accessing and using this website and/or registering as a registered user you agree to be bound by these terms and conditions. This takes effect from the date on which you first access the website.
    3. We reserve the right to amend these terms and conditions from time to time without further notice. Amendments will be effective immediately upon the inclusion of such amendments within the version of these terms and conditions on this website. Your continued use of the website following such amendment will be deemed to be your acceptance of and agreement to be bound by and comply with the terms and conditions as amended. If you do not accept any change to these terms and conditions then you must cease using the website.
    4. All capitalised terms used in these terms and conditions are defined at the end of these terms and conditions at clause 22.
  2. Your account and password
    1. We may provide you with an account login (including a username and password) to verify your identity when you use this website. You must ensure that your account details are complete and accurate when submitted to us, that the information that you have given is true and correct, and you must keep your account details up-to-date. You agree to not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
    2. Your username and password are personal to you and you must at all times keep your username and password secure and confidential and not disclose them to any third party. 
    3. You agree that you are solely responsible for any use of the website by any person using your username and password (including any purchases made via the website). 
    4. You acknowledge and agree that Soulful has no obligation to accept your registration application for the website. 
  3. Submissions 
    1. You may be able to make Submissions to us from time to time, including by using the general functionality of this website. You agree and confirm that each Submission you make is not confidential, and that we have no obligation to treat it as such.
    2. By making any Submission on or through this website, you hereby: 
      1. grant to Soulful a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted licence to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, the Submission, in whole or in part, in any format or media; 
      2. waive all moral rights in and to the Submission in favour of Soulful and anyone authorised by Soulful to reproduce or otherwise use the Submission; and 
      3. warrant and represent to Soulful that your Submission (and each component thereof):
        1. is your original work;
        2. will not infringe the Intellectual Property Rights of any other person;
        3. is not known by you to be false, inaccurate or misleading;
        4. does not violate any applicable laws; and
        5. cannot reasonably be considered to be defamatory, libelous, hateful, or unlawfully threatening to any person.
    3. Any Submission you make on or through the website must comply with all of our guidelines and terms for Submissions from time to time.
  4. Intellectual property rights
    1. The materials displayed on this website are protected by copyright and other laws in New Zealand, and under similar laws and international conventions abroad. You acknowledge and agree that all copyright and other Intellectual Property Rights that may subsist in materials available through or on this website (including text, graphics, illustrations, artwork, photographs, video, music, logos, icons, sound recordings, source code, computer programs, and software) belong to us or to our licensors.
    2. You must not in any form or by any means (except as expressly authorised by the Copyright Act 1993 or these terms and conditions):
      1. use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, publish, transmit in any way, or create derivative works from, any material available through or on this website or any part of this website generally; 
      2. commercialise any material available through or on this website, or any information, products or services obtained from any part of this website, except in accordance with clause 4.3 or 4.4 below, without our prior written permission;
      3. assert any ownership rights in respect of any Intellectual Property Rights; or 
      4. directly or indirectly (including by allowing anyone else to do so) reverse assemble, reverse engineer, modify, alter, adapt, disassemble, decompile or amend any underlying materials in which Intellectual Property Rights subsist. 
    3. All brand, product, trade, and service names and logos used in this website are the trademarks of us or third parties who have licensed us to use such marks. You are not allowed to use or reproduce any such trade marks in the course of trade, and you may only use such trademarks to access, view, or interact with this website for your own personal and non-commercial purposes.
    4. Unless we agree otherwise in writing, you are provided with access to this website for your personal use, non-commercial use only. You are authorised to print a copy of any information contained on this website for your personal, non-commercial use, unless such printing is expressly prohibited by a notice or other communication on this website and provided that our copyright or trade mark notice(s) remain affixed to such material. Without limiting the generality of the foregoing, you may not without our prior written permission on-sell or distribute to any other person information obtained from this website.
  5. General warnings
    1. You must ensure that your access to this website is not illegal or prohibited by laws which apply to you. You agree not to use this website for any purpose that is unlawful or to engage in any conduct that may impair or cause damage to the operation of this website whether by way of a virus, corrupted file or through any other means. 
    2. You must take your own precautions to ensure that the process which you employ for accessing this website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system or data.
    3. Details contained on this website relating to goods or services have been prepared in accordance with New Zealand law and may not satisfy the laws of any other country. We do not warrant that the details on this website concerning those goods or services will satisfy the laws of any other country. It is your responsibility to determine whether these details satisfy the laws of the jurisdiction where you reside (if that jurisdiction is outside New Zealand) and if the details do not satisfy the laws of your jurisdiction, you may not order any goods or services from this website.
  6. Linked websites and advertisements
    1. This website may contain links to other websites ("linked websites"). Those links are provided for convenience only and may not remain current or be maintained. 
    2. We are not responsible for the content or privacy practices of, or on, or associated with, linked websites.
    3. Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.
    4. We accept no responsibility for the content of any advertisement appearing on this website (including for any hyperlink to an advertiser’s own website). The inclusion of any advertisement on this website does not constitute a recommendation or endorsement by us of the advertiser’s products and each advertiser is solely responsible for any representations made in connection with its advertisement.
  7. Privacy Policy
    1. The terms of this section govern the collection, purpose and use of your personal information by Soulful. We are committed to protecting your privacy and to complying with the Privacy Act 1993 (New Zealand).
    2. Soulful may collect personal information about users when they access and/or use the website.  This may include (without limitation) information such as registration details and profiling, particulars of use, regularity of access, the content viewed and any goods ordered.  
    3. You agree to allow Soulful the right to collect, store, process and use any of your personal information you provide to them. We may collect, store, process and use your personal information for the following purposes:
      1. your registration on the website;
      2. ordering goods on the website and all related processes;
      3. maintaining, developing and updating the website and product offerings;
      4. to provide better information and services to users and to enhance users’ experiences on the website;
      5. compiling statistics in order to improve the quality of the website; 
      6. as permitted under the Privacy Act 1993 (New Zealand); 
      7. promotional activity carried on by Soulful from time to time; and
      8. any other purposes consented to by you.
    4. We will not sell or knowingly allow third parties to access your personal information without your prior consent.  However we reserve the right to make your personal information accessible to any of our suppliers, employees and contractors to the extent they need access to such information in order fulfil any order requested by you.  
    5. We may also release personal information where we reasonably believe that release is required to:
      1. comply with the law (either at the direction of a court or by a person exercising some statutory authority);
      2. enforce these Terms and Conditions;
      3. protect any Intellectual Property Rights of Soulful, other users or other third parties; or
      4. maintain the integrity of Soulful, its stakeholders and other third party contractors and/or the website.
  8. How we handle e-mails
    1. In accordance with our privacy policy, we may preserve the content of any e-mail you send us for our business purposes, including if we believe we have a legal requirement to do so. Your e-mail message content may be monitored by us including for trouble-shooting or maintenance purposes or if any form of e-mail abuse is suspected.
    2. You consent to receiving communications from us electronically for any purposes noted in our Privacy terms and conditions above and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree to be bound by any agreement reached through electronic communications in terms of the Electronic Transactions Act 2002. 
  9. Security of information
    1. Whilst we employ commercially reasonable steps to preserve the security of such information we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk, and you assume all responsibility and risks arising in relation to your use of this website and the Internet. 
  10. Termination of access
    1. Access to this website may be terminated at any time by us without notice. If these terms and conditions or your permission to use the website is terminated by us for any reason, the agreement formed by your acceptance of these terms and conditions will nevertheless continue to apply and be binding upon you in respect of your prior use of the website and anything relating to or arising from such use. Our disclaimers and limitations and exclusions of liability provided in these terms and conditions will nevertheless survive any such termination. 
  11. Disclaimer in relation to website
    1. You acknowledge and agree that this website may not, and cannot, be guaranteed to be error free, uninterrupted, timely, complete, or secure and acknowledge that the existence of any such errors, interruptions, delays, incompleteness, or security limitations will not be a breach of these terms and conditions. We will not be liable to you should this website or any services supplied through this website contain errors, or become unavailable, interrupted, or delayed for any reason.
    2. To the maximum extent permitted by law, we do not accept responsibility or liability for any loss or damage, however caused, which you may directly or indirectly suffer in connection with your use of this website or any linked website, including any such loss arising out of your use of or reliance on information contained on, or accessed through, this website, or concerning any goods or services ordered by you from this website.
    3. To the maximum extent permitted by law, we provide this website and related information and services on an “as is” basis without any warranties, representations, or guarantees of any kind (whether, express, implied, statutory or otherwise) including, but not limited to, warranties of non-infringement, merchantability, or fitness for a particular purpose.

TERMS OF TRADE

  1. Ordering products on this website 
    1. This website and the information on it constitute an invitation to treat and not an offer by us to supply products. When you submit an order to purchase products from us, this constitutes an offer from you to buy those products in accordance with these terms and conditions including your agreement to pay, in full, the price and all applicable shipping and delivery fees specified in relation to your order. No contract for the sale and purchase of those products shall be formed between you and us until we accept your order by sending you a ‘confirmation of acceptance’ in accordance with clause 12.3 below.
    2. You may submit an order to purchase products from us by completing the order process and submitting the order confirmation on this website. You may only purchase or order items through this web site for personal, non-commercial purposes. You must provide all required information (including your name and physical address) or we may not be able to process your order. We may also require additional verifications or information before accepting any order.
    3. No order shall be deemed accepted by us until we have sent you a ‘confirmation of acceptance’ confirming that we have accepted your order.  A shipping confirmation may, in accordance with its terms, constitute a ‘confirmation of acceptance’. We will endeavour to notify you whether we have accepted or rejected your order and, if applicable, to confirm the delivery details for your order within 3 Business Days after receiving your order. If complete payment for your order is not received and verified by us, we may cancel and not process your order.
  2. Payments 
    1. The price payable by you for orders accepted by us shall be the price quoted on this website for the relevant products at the time your order is submitted (subject always to section 14.3 below, in relation to incorrect prices), together with the applicable delivery fees (which are payable in addition to the price of the products). Except where specifically stated in relation to a particular product, the prices for the products are stated and are payable in New Zealand dollars (NZD) and inclusive of GST.
    2. You must pay for your orders by credit or debit card using the online transactions facilities provided on the website or by authorising Soulful to charge your payment card account for the total price of the products ordered and the applicable delivery fees at the time the products are dispatched. We reserve the right to change the permitted methods of payment, including the credit or debit cards or services we are able to accept, at any time.
    3. If there is a problem with your payment (for example, if your credit or debit card transaction is declined), we may contact you to make alternative payment arrangements. In addition to all amounts outstanding, you will be liable for all debt collection costs where you fail to make payment for any order when payment is due.
    4. We may vary any prices on this website at any time without notice to you.
  3. Availability and Cancellation
    1. All orders are subject to the availability of products. We may reject or cancel any order due to unavailability of any product. If for any reason a product is not available, we will endeavour to notify you of the non-availability on this website or by contacting you directly. 
    2. We may revise the range of products or the specification of any product at any time (save and except for where we have confirmed our acceptance of your order) without notice to you.
    3. Where any product is listed on this website with an incorrect price or with incorrect information, we reserve the right to reject or cancel your order (regardless of whether you have made payment for that order). You acknowledge and agree that we have no obligation to sell any product either online or in-store where that product is listed with an incorrect price or with incorrect information. Where you have already made payment for an order that is subsequently rejected or cancelled by us, we will refund the full amount paid by you in relation to that order. 
    4. You may cancel your order any time prior to the time that we send our confirmation of acceptance for that order. Once we have sent our confirmation of acceptance for your order, you may not cancel that order.
  4. Delivery and delivery fees
    1. Products purchased online from this website are eligible for delivery to valid mailing addresses within New Zealand only. In the event we are not able to ship to the shipping address you provide, we will notify you, your order will be cancelled, and you will receive a refund in respect of your purchase (unless you provide an alternate eligible shipping address). We reserve the right not to offer expedited or other forms of shipping.
    2. The applicable delivery fees are clearly displayed in New Zealand dollars at the time of purchase.
    3. Once we have confirmed our acceptance of your order, we will endeavour to dispatch your order within 3 Business Days unless a different timeframe is specified in relation to a particular product. If we are unable to dispatch your order within this time frame we will endeavour to contact you and advise you of the expected dispatch date. Please note that multiple orders may not always be shipped together. In addition, depending on the size of your order you may receive several shipments to complete your order.
    4. You may specify delivery instructions for your order (for example, you may authorise the courier to leave the products in a specified location if you will not be at the delivery address). We will not be responsible or liable for anything that happens to any order that is delivered in accordance with your delivery instructions.
    5. Although we will endeavour to meet delivery timeframes where possible, all delivery timeframes are estimates only and we will not be liable for any loss, expense, or other damage caused by any delay in delivery.
    6. We retain ownership and title of the products we supply to you until we have received the full price for the products and the applicable delivery charges. Once your order has been delivered to you (or has otherwise been delivered in accordance with your delivery instructions), you assume full responsibility for and risk in the products.
  5. Complaints
    1. Any problems that occur whilst accessing the website or purchasing goods using the website should be notified in writing to sales@soulful.co at the earliest opportunity.
  6. Refunds
    1. By submitting an order on this website you agree to be bound by our terms and conditions on refunds.
    2. You may return new items purchased on the website provided the original packaging is intact and the product has not been used. We require your receipt as proof of purchase.
    3. Our customer care team is available to assist with refund requests by emailing sales@soulful.co. 
    4. All shipping return charges must be paid for in advance by you. Soulful will not accept shipments made on a payment on delivery basis. You will bear the risk of any returned item until such time as Soulful accepts delivery. It is your responsibility to insure any returned item appropriately to protect against loss.
    5. Whether returned goods are returned as unused and with the original packaging intact will be in the sole discretion of Soulful acting reasonably.
    6. We will refund you using the same method of payment as you initially paid for the goods (excluding any delivery charges) within 15 days of receiving your returned item and determining that a refund is due. Soulful will pay for return shipping costs if the return is the result of our error.
    7. The terms and conditions of Soulful refunds are governed by the laws of New Zealand and are without prejudice to your statutory rights. You agree that any dispute arising in relation to refunds will be submitted to the exclusive jurisdiction of the courts of New Zealand.
  7. Consumer Legislation
    1. Soulful is acknowledges and upholds all conditions and warranties to the extent they are implied under the Consumer Guarantees Act 1993. This means we will assist you if goods:
      1. are or become faulty through no fault of your own;
      2. are not fit for a stated purpose or a purpose you made known to us;
      3. don't match our description or sample as per the website; or
      4. have defects that were not obvious or we did not bring to your attention.
    2. If the fault is minor or can be repaired then we may choose to repair the goods or give you a replacement. If the fault is serious or cannot be repaired then you can choose to have a refund, get a replacement or request a similar item. A store credit may be offered at our discretion.
    3. As far as reasonably practicable and as permitted by law, our refund terms and conditions will apply to returns made under the Consumer Guarantees Act 1993, including but not limited to evidence of proof of purchase and, if required, proving that any problem with the goods was not your fault.
    4. Where the Consumer Guarantee Act 1993 and/or the Fair Trading Act 1986 apply to the sale of goods on the website under these terms and conditions, nothing in these terms and conditions shall have the effect of contracting out of or limiting the application of those Acts.
    5. If you are using our goods or services for business purposes, you agree that the guarantees provided under the Consumer Guarantees Act 1993 shall not apply to those services.
  8. Disclaimers in relation to products
    1. We make no warranty or representation that product descriptions are completely accurate, reliable, current, or error-free. 
    2. The colors you see will depend on your monitor and we cannot guarantee that your monitor’s display of any color will be accurate. 
    3. All features, content, specifications, sizes and prices of products and services described or depicted on the website are subject to change at any time without notice.
    4. Certain weights, measures and similar descriptions may be approximate and are provided for convenience only. 
    5. Packaging may vary from that shown on this website.
  9. Limitation of liability
    1. Neither Soulful nor any of it suppliers, contractors, employees or agents will be liable to you (nor you to Soulful) for direct, indirect, special, incidental, consequential, punitive or exemplary damages of any kind whatsoever resulting in any way from your access or use of the website or by purchasing goods on the website (whether foreseeable or not).
    2. Despite any other provision in these terms and conditions, if Soulful is determined liable to you for losses, such liability is limited to a maximum amount equal to the amount paid by you to Soulful for the order to which the loss or liability relates.  
  10. Governing law
    1. To the extent permitted in your local jurisdiction, these terms and conditions are governed by the laws in force in New Zealand. You agree to submit to the exclusive jurisdiction of the New Zealand courts and agree that the courts of New Zealand are a convenient forum in which to resolve any dispute arising in relation to these terms and conditions (and any contracts between you and us which arise through your use of this website). 

MISCELLANEOUS

  1. General
    1. We are not liable for any failure by us to comply with these terms and conditions where such failure is due to circumstance beyond our reasonable control.
    2. If we expressly waive any rights available to us under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion. 
    3. If any of these terms and conditions, or any part of a particular term or condition, is or are held to be invalid, unenforceable or illegal for any reason that unenforceable or illegal term or condition (or part thereof) shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties, and the remaining terms and conditions, or the remaining part of a particular term or condition as the case may be, shall nevertheless continue in full force.
    4. These terms and conditions are the complete and exclusive agreement between the parties and supersedes all provisions and contemporaneous agreements, proposals and communications with respect to this subject matter.
  2. Definitions and interpretation
    1. In these terms and conditions:

      Business Day means a day on which the trading banks generally are open in Christchurch, New Zealand but excluding Saturdays, Sundays and public holidays;

      GST means GST as that term is defined in the Goods and Services Tax Act 1985, and any interest, penalties, fines or expenses relating to such GST;

      Intellectual Property Rights means: 
      1. any confidential information;
      2. copyright (including rights in the nature of, or analogous to, copyright); 
      3. moral rights;
      4. inventions (including patents);
      5. trademarks;
      6. service marks;
      7. designs; and
      8. any other rights of a proprietary nature in or to the results of intellectual activity in any field, whether or not registered or registrable and includes any: 
        1. right to apply for the registration; 
        2. renewals and extensions; and
        3. licences of such rights listed above.


Submissions means any form of information that is contained in or otherwise expressed through any form of media (whether now known or hereinafter devised) that you submit to us on or through this website – including: all comments, posts, feedback, suggestions, ideas, photos, videos, e-mails, texts, images and other information or materials.

Taxes means any present or future taxes (including taxes on goods and/or services including GST), rates, levies, tariffs, imposts, duties (including stamp duties), excise duties, deductions, charges, compulsory loans and withholdings (other than any such taxes on the overall net income of a party) which may be incurred in any jurisdiction and any interest, penalties, fines or expenses relating to any of them;

    1. In these terms and conditions, unless the contrary intention appears:
      1. the expressions "Soulful", "we", "us" and "our" are a reference to Soulful NZ Limited and "you" and "your" are reference to the person accessing or using this website; and
      2. a reference to: 
        1. these terms and conditions or another document includes any variation or replacement of it notwithstanding any change in the identity of the parties;
        2. any statute, statutory provision, ordinance, code or other law includes regulations and other statutory instruments under any of them and consolidations, amendments re-enactments or replacement of any of them;
        3. a person, firm, corporation, association or government body includes any other of them;
        4. a person includes the person's successors, executors, administrators, substitutes (including a person who becomes a party by novation) and assigns; 
        5. a time is a reference to the time in Christchurch, New Zealand unless otherwise specified;
        6. a right includes a benefit, remedy, authority, discretion and power;
        7. the singular includes the plural and vice versa;
        8. words importing a gender include any other gender;
        9. the words ‘including’ or ‘includes’ are deemed to be followed by the words ‘without limitation’; 
        10. headings in these terms and conditions are for convenience of reference only and shall not affect the construction or interpretation of these terms and conditions; and
        11. if the day on which: 
  • anything, other than a payment, is to be done is not a Business Day, that thing shall be done on the preceding Business Day; and 
  • a payment is to be made is not a Business Day it shall be made on the next Business Day but if the next Business Day falls in the next calendar month it shall be made on the preceding Business Day; 
  • if an act is required to be done on a particular day and the act is done after 5.00pm on that day, it will be deemed to have been done on the following day;
  • where two or more persons are defined as a party to these terms and conditions that term means each of the persons jointly, each of them severally and any two or more of them jointly;
  • an agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and severally and an agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and severally.