Pritty Ghood Platform Terms

Version: 1.6

Changes in 1.6: A Host may now authorise other people, such as their staff, to act for them on the Platform. Each has their own login and their own password, and the Host chooses what each of them may do. Everything an Authorised User does is done as the Host and binds the Host, including accepting and declining booking requests, so an acceptance by a staff member forms the Advertising Contract in the ordinary way and a cancellation by one earns the Host the strike. It is the Host's job to tell their people what their Space will and will not carry before letting them answer anything: we do not train anybody's staff and we do not know anybody's house rules. Bank details, the Nominated Charity, disputing a strike and authorising other people cannot be delegated and are not offered to an Authorised User. New definition of Authorised User, amended clause 3.3, new clauses 3.5, 3.6 and 3.7, new clause B1.4, and amended B8.2.

Changes in 1.5: Listed Prices are rounded up to the next $5, or to the next $10 where the price is over $1,000, so that every price on the Platform is a round one. The whole of that rounding is DONATED to the Host's Nominated Charity, on top of the 6% of the Host Price we already donate. We retain none of it, we do not treat it as a payment processing cost or as part of the Service Fee, and clause 9.3A says so in terms. The Total Price for a Campaign Period is the Listed Price applied to that Campaign Period, so a listing at $55 a week taken for 12 weeks costs $660 and not a cent more. If a Booking is refunded the rounding is refunded on the same footing as the Service Fee, and the Donation falls by exactly what was handed back. New definition of Donation Uplift, amended definition of Listed Price, clauses 9.1, new 9.3A, 9.7, 9.8, 10.3, C5.3, S1.1, new S1.3A, S1.5A and Schedule 2 S2.9.

Changes in 1.4: Prices on the Platform are now shown to Advertisers with the Service Fee and the payment processing cost already included, instead of the Host Price alone with those amounts added at checkout. Nothing about the money itself has changed: the Service Fee is still 11% of the Host Price, the processing cost is still the gross-up in Schedule 1, and the Host still receives the Host Price in full. What has changed is what an Advertiser is shown, and when. A Listed Price is rounded up to the next whole dollar, so the Total Price we charge is never more than the Listed Price for the Campaign Period led the Advertiser to expect. The components of the Total Price are set out in Schedule 1 rather than shown as separate lines at checkout or on the receipt, and an Advertiser may ask us at any time how the price of their Booking was made up. New definition of Listed Price, clauses 10.3, C5.3, S1.5 and new S1.5A.

Changes in 1.3: A listing may now be sold as a single fixed term, and a listing that carries more than one Booking must name each position it sells. A fixed term listing sets both its length and its start date, and every Advertiser who books it gets those same dates; there is nothing for the Advertiser to choose and clause 5.6's lead time is satisfied or not by the date the Host set. A listing carrying more than one Booking names each position, for example each grade of a club, and what the Advertiser contracts for is the named position rather than one of a number. A named position is held from the moment a request is sent, so it is closed to others while the Host decides, and it is released if the request is declined or expires. Definition of Campaign Period, new definition of Named Position, clauses 5.1, 5.1A, new 5.1B, 5.2, and new B5.1B and B5.1C.

Changes in 1.2: Spaces can now be sold for long terms and by units other than the week, and sponsorship listings are supported. A Campaign Period is either a short campaign in two-week blocks starting on a Monday, as before, or a long term of 2, 3, 6 or 12 whole calendar months starting on any day. A Host sets a price and the unit it is charged in, per week, month or year, and where the unit and the term match the Host Price is that figure exactly. A listing may carry more than one Booking over the same dates, so a club can take several sponsors, and once the stated number is reached the dates close. Where a listing states that no Artwork is required, the artwork deadline, the 10 working day lead time and the proof photograph do not apply, and the Host must instead deliver what the listing says the Booking includes. Definitions of Campaign Period and Host Price, clauses 5.1, new 5.1A, 5.6, B5.1, new B5.1A, C4.1 and S2.4.

Effective date: 21 August 2026

Operator: Pritty Ghood Advertising Limited, trading as Pritty Ghood, NZBN 9429049579437, registered office 34 Edgewater Parade, Waiuku, Auckland 2123. Notices to Info@prittyghood.com. Billing and payment queries to Accounts@prittyghood.com.

GST: we are not registered for GST. No GST is charged on the Service Fee. See clause 10.2 and Schedule 1.

Changes in 0.3: the Operator is NOT registered for GST, correcting the drafting brief, which had said otherwise. The Service Fee is no longer described as GST inclusive; we do not charge GST on it and do not issue taxable supply information for it (definition of Service Fee, 10.2, B3.4, S1.6, Schedule 1 fee table, worked example). New clause 10.2A covers what happens if we cross the registration threshold and must register. Clause B3.3 is retained and clarified: we can still issue taxable supply information as agent for a GST registered Host, because that supply is the Host's and not ours. Company details filled in.

Changes in 0.2: all eight DECISION NEEDED items resolved by the operator on 21 August 2026: no refund of the payment processing component where the Advertiser cancels (S2.6), and a new S2.7 recording that nothing is refunded where nothing was taken; liability cap floor set at $1,000 (14.4); no insurance required of any party (B9.4); Donations paid by the 20th of the following month (9.4); suspension lasts 3 months (B8.8); termination available after 3 months suspended and unresolved (15.6); artwork deadline kept at 5 working days before start, with a reminder 5 days after booking (C4.1, C4.1A); default charity is the Cancer Society of New Zealand (9.5). Schedule 2 renumbered from S2.7 to S2.11 to accommodate the new clause.

These terms are one instrument in three Parts and two Schedules. Part A applies to everyone. Part B applies to Hosts. Part C applies to Advertisers. Schedule 1 sets out fees and charges. Schedule 2 sets out the cancellation and refund policy. If you are a Host, Parts A and B and the Schedules apply to you. If you are an Advertiser, Parts A and C and the Schedules apply to you.

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Part A. General terms

1. Who we are and what these terms do

1.1 We are Pritty Ghood Advertising Limited, trading as Pritty Ghood (we, us, our, the Operator). We operate the Platform, a New Zealand online marketplace where businesses that own or control physical advertising space (Hosts) list that space, and people who want to advertise (Advertisers) browse, book and pay for it.

1.2 These terms are a binding agreement between you and us when you create an Account, and they also set the terms on which each Advertising Contract between a Host and an Advertiser is formed. By creating an Account, or by using the Platform, you accept these terms.

1.3 Why we exist. Pritty Ghood connects local businesses with local advertising space, and channels part of what the Platform earns back into the community. For every completed Booking we donate an amount equal to 6% of the Host Price to the charity nominated by the Host, as set out in clause 9. Clause 9 explains exactly how that works and what it does not mean.

1.4 These terms are governed by New Zealand law and are drafted for use in New Zealand only. All amounts are in New Zealand dollars. All dates and times are in the Pacific/Auckland time zone. A working day means a day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

2. Definitions and interpretation

2.1 In these terms:

Account means a registered user account on the Platform.

Advertiser means a person who holds an Account and uses the Platform to request or make Bookings. An Advertiser may be in trade or may be a Consumer.

Advertising Contract means the contract between a Host and an Advertiser for the display of the Advertiser's advertisement at the Space for the Campaign Period, formed under clause 5.4.

Artwork means the advertising material the Advertiser supplies or commissions for display under a Booking.

Authorised User means a person a Host has authorised through the Platform to act for them, with the permissions that Host has given them. An Authorised User holds their own Account, uses their own login, acts for the Host and does not become a party to any Advertising Contract in their own right.

Booking means a request by an Advertiser to hire a Space for a Campaign Period, and once accepted, the resulting engagement. A Booking has one of the following states in the Platform: pending_acceptance, awaiting_payment, confirmed, active, completed, declined, expired, cancelled, refunded.

Campaign Period means the period of display or sponsorship in a Booking. A Campaign Period is one of two shapes. A short campaign runs in two week blocks of 2, 4, 6, 8, 10 or 12 weeks, always starting on a Monday and ending on a Sunday. A long term runs for 2, 3, 6 or 12 whole calendar months, may start on any day, and ends on the day before the same date in the closing month, so a three month term starting on 5 October ends on 4 January. Where the closing month is too short, it ends on that month's last day. A Space is only available for long terms if its listing says so. A listing may instead be offered as a fixed term, in which case the listing states both the length of the Campaign Period and the day it starts, every Booking of that listing runs for those same dates, and the Advertiser does not choose either.

Named Position means one of the separately named things a listing sells where the listing carries more than one Booking over the same dates, for example a named grade, team or board. Where a listing has Named Positions, a Booking is for one identified Named Position.

Consumer means a person acquiring services of a kind ordinarily acquired for personal, domestic or household use or consumption, and not acquiring them, or holding themselves out as acquiring them, for the purpose of a trade, profession or business, within the meaning of the Consumer Guarantees Act 1993.

Demonstration Booking has the meaning given in clause 17.

Donation means the amount we donate under clause 9.

Host means a person who holds an Account and lists one or more Spaces on the Platform.

Host Price means the price for a Booking calculated from the price the Host sets for the Space and the unit they set it in, which may be per week, per month or per year, applied to the Campaign Period. Where the unit and the Campaign Period match, the Host Price is that figure exactly: a Space listed at $400 per year, booked for twelve months, has a Host Price of $400. Where they do not match, the Host Price is worked out pro rata by the day. The Host Price is the amount the Host receives.

Donation Uplift means the amount by which the Total Price for a Booking exceeds the Host Price, the Service Fee, the payment processing cost and any charge for an advertisement we produce. It arises from the rounding of Listed Prices under Schedule 1, it is donated in full under clause 9.3A, and we retain no part of it.

Listed Price means the price shown for a listing on the Platform, being the price the Host has set for the unit it is charged in, plus the Service Fee on that amount, plus the payment processing cost on the result, rounded up to the next $5, or to the next $10 where that figure is over $1,000. A Listed Price is what the Advertiser pays, not what the Host receives, and the two differ by the Service Fee, the processing cost and the Donation Uplift. Rounding is always upward, and the amount by which it lifts the price is donated under clause 9.3A.

Nominated Charity means the charity nominated by a Host under clause 9.5 and accepted by us.

Platform means the Pritty Ghood website, applications and related services we operate.

Service Fee means our fee of 11% of the Host Price, charged to the Advertiser on top of the Host Price. We are not registered for GST, so no GST is charged on the Service Fee.

Space means a physical advertising space listed by a Host, such as a window, counter-top display, screen, floor decal or footpath sign, as described in the listing.

Total Price means the total amount payable by the Advertiser for a Booking, being the Host Price plus the Service Fee plus the payment processing cost calculated under Schedule 1, as shown to the Advertiser before they confirm the Booking, and as re-quoted under clause C6 where that clause applies.

2.2 In these terms, a reference to a clause or Schedule is to a clause of or Schedule to these terms, headings are for convenience only, "including" means including without limitation, and the singular includes the plural and vice versa.

2.3 If there is any inconsistency between Part A and Part B or Part C, the more specific Part prevails for the person it applies to. The Schedules prevail over the Parts on the matters they cover.

3. Accounts, eligibility and authority

3.1 You must be at least 18 years old to hold an Account. By creating an Account you confirm that you are at least 18. We rely on this confirmation. Contracts entered into by minors are governed by subpart 6 of Part 2 of the Contract and Commercial Law Act 2017, and we may decline or close an Account where we reasonably believe the holder is under 18.

3.2 If you create an Account for a company, partnership or other entity, you confirm that you are authorised to bind that entity, and "you" in these terms means that entity.

3.3 You must give us accurate information when you register and keep it current, including, for Hosts, your GST registration status under clause B3. You are responsible for keeping your login credentials secure and for all activity under your Account, including anything done by an Authorised User under clause 3.5.

3.4 One person may hold both a Host Account role and an Advertiser Account role. The applicable Part applies to each role.

3.5 Authorised Users. A Host may authorise other people, such as their staff, to act for them on the Platform. Each of them holds their own Account with their own email address and their own password, and nobody is to use anybody else's login. The Host chooses what each Authorised User may do, and may change that or withdraw it entirely at any time through the Platform. Withdrawal takes effect immediately.

3.6 What an Authorised User does is what you have done. Everything an Authorised User does on the Platform is done as the Host and binds the Host as if the Host had done it themselves. That includes accepting and declining booking requests: an acceptance by an Authorised User is an acceptance by the Host, and forms the Advertising Contract under clause 5.4 in the ordinary way. You remain responsible for every obligation in these terms whoever carried out the act, you must withdraw a person's access as soon as they should no longer have it, and we are entitled to treat anything done through your Account as done with your authority.

3.7 What cannot be delegated. Your bank and payout details, your Nominated Charity under clause 9.5, a dispute of a strike under clause B8.6, and the authorising of other people are yours alone. The Platform does not offer them to an Authorised User and no permission you can give makes them available.

4. Our role: we are the Host's agent, not the seller of the Space

4.1 We provide the Platform. For each Booking, we act as the agent of the Host for the limited purposes of marketing the Space, forming the Advertising Contract, collecting payment from the Advertiser on the Host's behalf, and remitting the Host Price to the Host.

4.2 The Advertising Contract for each Booking is between the Host and the Advertiser. We are not a party to the Advertising Contract, we do not own or control any Space, and we do not display advertisements ourselves.

4.3 It is the Host, not us, who is responsible under the Advertising Contract for displaying the Artwork at the Space for the whole Campaign Period as described in the listing.

4.4 Nothing in this clause 4 excludes, restricts or modifies any obligation we have, or any right you have against us, under the Consumer Guarantees Act 1993, the Fair Trading Act 1986 or any other law that cannot be excluded. In particular, where we act in trade as agent for a Host, the Consumer Guarantees Act 1993 can treat us as a supplier of the services to a Consumer. Clause 13 explains how remedies work.

4.5 Payment made by an Advertiser to us discharges, to the extent of that payment, the Advertiser's payment obligation to the Host under the Advertising Contract. Our obligation to remit the Host Price to the Host is ours alone, and the Advertiser is not liable to the Host if we fail to remit an amount the Advertiser has paid us.

4.6 Signwriter directory. The Platform includes a directory of signwriters that Advertisers may use to commission Artwork. The directory is an introduction service only. Any engagement between an Advertiser and a signwriter is a separate contract between those two parties. We are not a party to it, we are not the signwriter's agent, we do not set or collect the signwriter's charges, and we are not responsible for the signwriter's work. Nothing in this clause 4.6 limits rights a Consumer has against a signwriter under the Consumer Guarantees Act 1993.

5. How a Booking is formed

5.1 A Host lists a Space with a price and the unit it is charged in, a description, the longest Campaign Period the Space accepts, whether the Space is also offered for long terms or as a fixed term, how many Bookings the Space can carry at the same time and the name of each Named Position, what a Booking includes, whether Artwork is required, and any longer lead time the Host requires under clause 5.6.

5.1A Some Spaces can be sold to more than one Advertiser over the same dates. A clubroom may carry twenty sponsor boards, and an event may sell several sponsorships. The listing states how many Bookings the Space can carry, and once that number is reached the dates are closed to further Bookings. Nothing in these terms entitles an Advertiser to be the only sponsor of a Space unless the listing says the Space carries one Booking. Where a Space carries more than one Booking, the Host must name each Named Position before the listing can be published, and what the Advertiser contracts for is the Named Position identified in the Booking. A Named Position is held from the moment a request for it is sent, so it is closed to other Advertisers while the Host decides, and it is released if that request is declined, withdrawn or expires. The name recorded on a Booking is the name as it read when the Booking was made, and a later change to the name of a Named Position does not change an existing Booking.

5.1B A listing may be offered as a fixed term. Where it is, the listing states the length of the Campaign Period and the day it starts, the Host must set that start date before the listing can be published, and every Booking of that listing is for those dates. The Advertiser chooses only whether to book. Clause 5.6 applies to the dates the Host has set, so where Artwork is required and the stated start date is inside the lead time, the listing cannot be booked until the Host moves it.

5.2 An Advertiser sends a booking request for a Space and a Campaign Period, and where the listing has Named Positions, for one identified Named Position. Sending a request costs nothing and no payment method is required at that point. The Booking is then in the pending_acceptance state, and the Campaign Period is held against the Space, or against the Named Position where the listing has them, so that nobody else can book it while the Host decides.

5.3 The Host has 72 hours from the time the request is sent to accept or decline the request. If the Host does not respond within 72 hours, the request expires, the held dates are released, and no contract is formed. A declined or expired request does not form an Advertising Contract.

5.4 If the Host accepts within 72 hours, at the moment of acceptance: (a) the Advertising Contract is formed between the Host and the Advertiser on the terms of the listing, these terms and the Schedules; and (b) the Booking moves to awaiting_payment, with the dates still held.

5.4A Payment falls due on acceptance. The Advertiser has 72 hours from the moment the Host accepts to pay the Total Price. When payment succeeds the Booking becomes confirmed and the Host Price is transferred to the Host's connected payment account in accordance with clause B2.

5.4B If the Total Price is not paid within those 72 hours, the Booking expires, the dates are released, and the Host may take another booking for them. We may cancel an unpaid Booking on the Host's behalf once the 72 hours have passed. No fee is charged to either party for a Booking that expires unpaid, because nothing was ever taken.

5.4C The Advertising Contract formed under 5.4(a) is conditional on payment being made within the 72 hours in 5.4A. If payment is not made, the contract is at an end and neither party owes the other anything under it.

5.5 The Booking becomes active when the Campaign Period starts, and completed when it ends. Cancellations and refunds are governed by Schedule 2.

5.6 Lead time. Where a Space requires Artwork, no Campaign Period may start earlier than 10 working days after the booking request is sent, so that Artwork can be produced and delivered. A Host may specify a longer lead time in their listing, in which case the longer period applies. Where a listing states that no Artwork is required, for example a sponsorship that is spoken or listed rather than displayed, no lead time applies and a Campaign Period may start as soon as both parties are ready.

5.7 QR codes. Each Booking is issued a unique QR code when the booking request is sent. Scans of the QR code are counted from acceptance of the Booking. Clause 8 and our Privacy Policy explain how scan data is handled.

6. Electronic dealings and acceptance of these terms

6.1 You accept these terms electronically. In accordance with Part 4 of the Contract and Commercial Law Act 2017, you agree that: (a) these terms, and each Advertising Contract, may be formed and signed electronically; (b) clicking a button or ticking a box presented with these terms is your signature and your agreement; and (c) we and you may give information and notices electronically under clause 19.

6.2 We keep a record of each acceptance of these terms, including the Account, the date and time, the version of the terms accepted, and technical data such as IP address. You agree that our records are evidence of acceptance, subject to any evidence to the contrary.

6.3 Each time these terms are varied under clause 16, the version you most recently accepted applies to you, except that the version in force when a Booking was accepted continues to govern that Booking.

7. Acceptable use

7.1 You must not use the Platform: (a) to break any law or infringe anyone's rights; (b) to post listings, Artwork or other content that is false, misleading, infringing, offensive or objectionable; (c) to interfere with the operation or security of the Platform, or access it by automated means except as we permit; (d) to harass any person; or (e) to create Accounts or Bookings that are not genuine.

7.2 We may remove content that we reasonably consider breaches clause 7.1, and clause 15 applies to serious or repeated breaches.

8. Privacy, scan data and photographs

8.1 Our collection and handling of personal information is governed by the Privacy Act 2020 and our Privacy Policy at https://prittyghood.com/privacy, which forms part of these terms by reference. If there is an inconsistency, the Privacy Policy governs privacy matters.

8.2 QR scan data. We collect data about scans of Booking QR codes, which may include the time of scan, approximate location, device and network information. We use this data to report campaign performance to the Advertiser and the Host, to operate and improve the Platform, and as described in the Privacy Policy. Scan data that is personal information is handled under the Privacy Act 2020.

8.3 Display proof photographs. Hosts photograph the displayed advertisement as proof of display, and the Advertiser can view those photographs. Hosts must comply with clause B6 when taking them. No party may use proof photographs to identify individuals, and no party may run facial recognition or any other biometric processing over them.

8.4 Each of us, and each Host and Advertiser, is responsible for its own compliance with the Privacy Act 2020 in respect of personal information it collects or holds.

9. The charity donation programme

9.1 What we promise. For every Booking that is completed, we will donate to the Host's Nominated Charity an amount equal to 6% of the Host Price for that Booking, plus the whole of the Donation Uplift for that Booking under clause 9.3A. This clause 9 is a promise we make to the Host and the Advertiser about what we do with our own revenue. It is the reason the Service Fee is set where it is, and it is central to what Pritty Ghood is.

9.1A How the two parts differ. The 6% is a share of revenue we have already earned and choose to give away. The Donation Uplift is different in kind: it is money we would not have charged at all but for rounding the price up, and we have committed it to the charity before anyone pays it. Both are donated; only the second exists because of the rounding.

9.2 Whose money it is. The whole Service Fee, including the portion that funds Donations, is our revenue, received as consideration for the services we supply. No part of the Service Fee or of any other payment is received or held by us on trust for, or as agent of, any charity, Host or Advertiser. No charity, and no other person who is not a party to these terms, has any proprietary interest in any amount we receive or hold. Nothing in these terms creates a fiduciary duty owed by us to any person in respect of Donations. If we became insolvent, amounts we had not yet donated would form part of our assets. We state this plainly so that no one mistakes the Donation for money held for the charity.

9.3 No third party rights. No promise in these terms, including the promise in clause 9.1, is intended to create an obligation enforceable at the suit of any person who is not a party to these terms, including any Nominated Charity. This clause is a provision of the kind contemplated by section 13 of the Contract and Commercial Law Act 2017. A Nominated Charity is designated for identification of the recipient only.

9.4 Calculation and timing. The Donation for a Booking accrues when the Booking is completed. We pay accrued Donations monthly in arrears by bank transfer to the Nominated Charity, by the 20th of the following month. Donations are made by us from our own funds.

9.5 Nominating a charity. Each Host nominates one charity for their Account. The nominee must be registered under the Charities Act 2005 and must hold donee organisation status approved by Inland Revenue. We may decline a nomination that does not meet these criteria or that we reasonably consider would harm the Platform's reputation, in which case the Host may nominate another charity. Until a valid nomination is in place, Donations attributable to that Host's Bookings are paid to our default charity, the Cancer Society of New Zealand. [NOTE FOR REVIEW: confirm the exact registered entity name and registration number on the Charities Register, and confirm current IRD donee status, before publication. The Cancer Society operates through a national office and separate regional divisions, several of which are separately registered, so the correct payee entity must be identified.]

9.6 If a Nominated Charity ceases to exist, loses its registration under the Charities Act 2005 or its donee status, declines the Donation, or cannot practicably be paid, we will ask the Host to nominate a replacement. Donations accrued and not yet paid are held as our funds in the meantime and are paid to the replacement nominee, or to the default charity if no valid replacement is nominated within 20 working days of our request.

9.3A The rounding is donated in full. Listed Prices are rounded up under Schedule 1, and the amount by which the rounding lifts what an Advertiser pays is the Donation Uplift. We donate the whole of it to the Host's Nominated Charity in addition to the 6% in clause 9.1. We do not retain any part of it, we do not apply it to the Service Fee, to the payment processing cost, or to any cost of ours, and we do not use it to reduce what we donate under clause 9.1. If we ever wished to keep any part of the rounding, we would have to change this clause, and clause 16.4 makes that a material variation requiring notice.

9.7 Refunds. If a Booking is refunded in whole or in part under Schedule 2, the part of the Donation calculated under clause 9.1 is reduced in the same proportion as the Service Fee is refunded, and the part that is Donation Uplift is reduced by the amount of the Donation Uplift refunded to the Advertiser. If the reduction occurs after the Donation has been paid, we may set the overpaid amount off against future Donations payable to the same charity, or, where that is not practicable, the overpayment is borne by us.

9.8 What we say in public. We describe the programme as: we donate an amount equal to 6% of the Host's listed price to the Host's nominated charity, plus the whole of the rounding on every price. The 6% is calculated on the Host Price, not on the Total Price the Advertiser pays. We may tell an Advertiser what the Donation Uplift on their own Booking is, because it is a real figure recorded against that Booking. We do not describe any part of the Advertiser's payment as being held for a charity, because clause 9.2 governs and none of it is.

10. Fees

10.1 The fees and charges for the Platform are set out in Schedule 1. The Advertiser pays the Total Price. The Host receives the Host Price and pays nothing to use the Platform.

10.2 GST on the Service Fee. The Service Fee is consideration for our supply of Platform services. We are not registered for GST because our taxable activity is below the registration threshold in section 51 of the Goods and Services Tax Act 1985. We therefore do not charge GST on the Service Fee, we do not issue taxable supply information for it, and no part of the Service Fee may be claimed as input tax. Because we act as the Host's agent, the Host Price is the Host's supply and not our turnover, which is why our turnover is measured by the Service Fee alone.

10.2A If we become registered. If our turnover reaches the registration threshold we must register, and GST will then apply to the Service Fee. We will tell you before that takes effect and clause 16 governs the change. Clause B3 and Schedule 1 deal separately with GST on the Host's supply, which does not depend on our status.

10.3 How prices are displayed. Prices shown to Advertisers on the Platform are Listed Prices, which already include the Service Fee, the payment processing cost and the rounding donated under clause 9.3A. No fee, charge or surcharge of any kind is added to a Listed Price at checkout. The Total Price for the Booking is shown to the Advertiser before they confirm it, and clause C6 governs the one case in which it can change, being an internationally issued card. The Advertiser's receipt shows the Total Price paid. The components of the Total Price, and how each is calculated, are set out in Schedule 1, and we will tell an Advertiser how the price of their Booking was made up if they ask. Host-facing receipts and dashboards show the Host Price, being the amount the Host receives.

11. Intellectual property

11.1 We own or licence all intellectual property in the Platform, including its software, design, branding and data compilations. These terms do not transfer any of it to you.

11.2 Hosts and Advertisers keep ownership of the content they supply, including listings, photographs and Artwork. You grant us a non-exclusive, royalty-free, worldwide licence to host, copy, display and adapt that content as reasonably needed to operate, promote and improve the Platform, for as long as your content is on the Platform and for a reasonable period afterwards for record keeping.

11.3 The Advertiser grants the Host a licence to display the Artwork at the Space for the Campaign Period, and to photograph it for proof of display.

11.4 You warrant that content you supply does not infringe any third party's intellectual property or other rights, and clause C3 applies to Artwork.

12. Performance of the Platform

12.1 We will provide the Platform with reasonable care and skill. We do not promise that the Platform will be uninterrupted or error free, and we may suspend it temporarily for maintenance, security or matters outside our reasonable control, restoring it as soon as we reasonably can.

12.2 Nothing in clause 12.1 limits the guarantees that apply under the Consumer Guarantees Act 1993 where you acquire our services as a Consumer.

13. Where your remedy lies if something goes wrong with a Booking

13.1 If a Host fails to display Artwork, displays it wrongly, or takes it down early, that is a breach of the Advertising Contract by the Host, and the Advertiser's contractual claim is against the Host. Schedule 2 sets out the refunds that apply, and we administer those refunds through the Platform.

13.2 We will operate the refund process in Schedule 2 whether or not the Host cooperates, and where the Host has already been paid, clause B8.4 applies between us and the Host.

13.3 Nothing in this clause 13 limits any claim a Consumer has against us or against a Host under the Consumer Guarantees Act 1993, or any claim any person has under the Fair Trading Act 1986. Where the Consumer Guarantees Act 1993 gives an Advertiser who is a Consumer a remedy against us as a supplier, that remedy applies as the Act provides.

14. Liability

14.1 Consumers first. If you acquire services under these terms as a Consumer, nothing in these terms excludes, restricts or modifies your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, and the rest of this clause 14 applies to you only to the extent it can lawfully do so.

14.2 In trade. If you acquire or supply services under these terms in trade, clause C7 (for Advertisers) or clause B11 (for Hosts) records the parties' agreement to contract out of the Consumer Guarantees Act 1993 and specified provisions of the Fair Trading Act 1986 to the extent permitted by law.

14.3 What we are not liable for. To the extent permitted by law, we are not liable for: (a) the acts or omissions of any Host, Advertiser or signwriter; (b) loss of profits, revenue, business, goodwill or anticipated savings, or any indirect or consequential loss; or (c) loss arising from events outside our reasonable control.

14.4 Cap. To the extent permitted by law, our total aggregate liability to you in connection with the Platform and these terms, whether in contract, tort, equity or otherwise, is limited to the greater of: (a) the total Service Fees we received on your Bookings in the 12 months before the event giving rise to the claim; and (b) $1,000.

14.5 What the cap does not touch. Clauses 14.3 and 14.4 do not apply to: (a) liability that cannot lawfully be excluded or limited, including to Consumers under the Consumer Guarantees Act 1993; (b) either party's fraud or wilful misconduct; or (c) amounts we are obliged to refund under Schedule 2.

14.6 Personal injury in New Zealand is generally covered by the accident compensation scheme under the Accident Compensation Act 2001, which bars most claims for compensatory damages for personal injury. This clause 14 is therefore directed at property damage and economic loss. Clause B9 deals with property damage at premises and health and safety.

14.7 Mutuality. The exclusions in clause 14.3(b) and the cap concept in clause 14.4 apply equally to claims by us against you, save that nothing limits your obligation to pay amounts properly payable under these terms, or an Advertiser's liability under clause C3.4 for third party claims arising from unlawful Artwork.

15. Suspension and termination of Accounts

15.1 You may close your Account at any time. Closing your Account does not affect Bookings already accepted, which continue to be governed by these terms, or amounts already payable.

15.2 We may suspend or restrict your Account, or decline to accept Bookings from you, where: (a) you seriously or repeatedly breach these terms; (b) we reasonably suspect fraud, unlawful activity or a genuine risk to other users; (c) suspension is required by law or by our payment provider; or (d) for a Host, the strikes regime in clause B8 requires it.

15.3 Before suspending under clause 15.2(a) we will give you notice and 5 working days to respond, unless the breach creates a risk that makes immediate suspension reasonably necessary, in which case we will give notice as soon as practicable afterwards and consider any response promptly.

15.4 Suspension of an Account: (a) hides the Host's listings and prevents new Bookings; (b) does not cancel Bookings already accepted, which either continue or are cancelled and refunded under clause 15.5; and (c) does not affect payouts already owed, which we will still remit, less any amounts you owe us under these terms.

15.5 If a Host is suspended, each accepted Booking of that Host that has not started is cancelled and refunded at 100% under Schedule 2 unless we and the Advertiser agree the Booking should proceed. A Booking already running may be completed if the Host is able and willing to continue display, and is otherwise cancelled and refunded pro rata under Schedule 2. Advertisers with accepted Bookings will not simply lose them because of a suspension.

15.6 We may terminate an Account on 20 working days' written notice if it has remained suspended for 3 months without the ground for suspension being resolved, or immediately where required by law. Termination does not affect accrued rights.

15.7 We may also close the Platform or any part of it. If we do, we will give at least 30 days' notice where practicable, accepted Bookings will be completed or refunded under Schedule 2, and accrued Donations will be paid.

16. Variation of these terms

16.1 We may vary these terms only as set out in this clause 16. We may vary them: (a) to comply with law or a payment provider requirement; (b) to add or change features of the Platform; (c) to change fees under clause 16.4; or (d) to correct errors or clarify wording without changing substance.

16.2 For any variation that is material to you, we will give at least 20 working days' notice by email and on the Platform before it takes effect, and you will be asked to accept the new version the next time you use the Platform. If you do not wish to accept, you may close your Account under clause 15.1 before the variation takes effect, at no charge.

16.3 A variation does not apply to a Booking accepted before the variation takes effect.

16.4 A change to the Service Fee percentage, to the Donation percentage, or to Schedule 2 is always a material variation for clause 16.2.

17. Demonstration Bookings

17.1 While online payment is switched off for a demonstration or trial of the Platform, a booking made without any payment being authorised or taken is a Demonstration Booking.

17.2 A Demonstration Booking is not an Advertising Contract, is not binding on the Host, the Advertiser or us, carries no obligation to display anything, no fee and no Donation, and is excluded from Schedule 2. The Platform labels Demonstration Bookings as demonstrations. If the parties want a binding booking, it must be made with payment through the Platform once payment is switched on.

18. Force majeure

18.1 Neither the Host nor the Advertiser is liable for failing to perform an Advertising Contract, and we are not liable for failing to perform these terms, to the extent the failure results from an event beyond the party's reasonable control, including fire, flood, natural disaster, epidemic or pandemic restrictions, government order or failure of third party infrastructure, provided the affected party tells the others promptly and resumes performance as soon as reasonably possible.

18.2 Force majeure does not excuse payment of amounts already due, and it does not convert a refund into a credit. If a Campaign Period cannot run, in whole or in part, because of a force majeure event, including closure of the Host's premises required by government order, the undisplayed portion is refunded under Schedule 2 as if the Host had cancelled it, except that no strike is recorded against the Host.

19. Notices

19.1 We give you notices by email to your Account email address, by message on the Platform, or both. You give us notices by email to Info@prittyghood.com. A notice sent by email is treated as received on the working day it is sent, or the next working day if sent after 5 pm or on a non-working day.

20. Disputes, governing law and jurisdiction

20.1 If you have a dispute with us, contact us first and we will try to resolve it with you in good faith within 20 working days. If that fails, either party may propose mediation before a mediator agreed between the parties, with costs shared equally. Nothing in this clause prevents either party applying to a court or tribunal at any time, and nothing in these terms limits your right to bring a claim in the Disputes Tribunal, which can currently hear claims up to $60,000.

20.2 A dispute between a Host and an Advertiser about a Booking should be raised through the Platform first so we can administer Schedule 2. We are not obliged to adjudicate disputes between Hosts and Advertisers, but we may facilitate resolution.

20.3 These terms and every Advertising Contract are governed by New Zealand law, and the New Zealand courts and tribunals have jurisdiction.

21. General

21.1 You may not transfer your rights or obligations under these terms without our written consent. We may transfer ours to a purchaser of our business on notice to you, provided the transferee assumes our obligations, including clause 9, and your rights are not reduced.

21.2 If any provision of these terms is unenforceable, it is to be read down to the extent needed to make it enforceable, or severed if it cannot be read down, and the rest continues.

21.3 These terms, the Schedules, the Privacy Policy and each listing record the entire agreement between the parties on their subject matter. Nothing in this clause excludes liability under the Fair Trading Act 1986 or limits remedies for statements that cannot lawfully be disclaimed.

21.4 A failure to enforce a provision is not a waiver of it.

21.5 Clauses which by their nature should survive closure of an Account or termination survive, including clauses 9.2, 9.3, 11, 13, 14, 20, 21 and B10, C3.4 and C8.

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Part B. Host terms

B1. Listings

B1.1 You must be entitled to offer each Space you list. You warrant that you own or lawfully occupy the premises, that displaying advertising at the Space is permitted under your lease and any applicable bylaw, consent or signage rule, and that you have any consent you need, including from a landlord or body corporate.

B1.2 Your listing must be accurate and not misleading, including the Space's location, size, visibility and the description of typical foot traffic, and you must keep it up to date. You set the weekly price, the longest Campaign Period the Space accepts, and any lead time longer than 10 working days.

B1.3 You may set content standards for your Space in your listing, and you may decline any booking request for any lawful reason within the 72 hour window in clause 5.3.

B1.4 Your rules, and the people who apply them. If you authorise other people to answer booking requests for you under clause 3.5, it is your job to tell them what your Space will and will not carry, and to satisfy yourself that they understand it, before they answer anything. That means your content standards under clause B1.3, any restriction in your lease or consent under clause B1.1, and whatever else you would take into account yourself, such as an advertisement for a competitor. We do not train your people and we do not know your house rules. A request accepted or declined by an Authorised User is accepted or declined by you, whether or not it is what you would have decided, and the resulting Booking is governed by clause B7 and Schedule 2 exactly as it would be had you answered it yourself. Clause 5.3 gives 72 hours whoever is answering, so if nobody who understands your rules will be available, do not leave the request to somebody who does not.

B2. Getting paid: Stripe onboarding

B2.1 Payments are processed by Stripe through Stripe Connect. Before you can receive payment you must complete Stripe's onboarding for an Express connected account and keep your Stripe account in good standing. Stripe's own terms apply to your connected account, and Stripe's identity and verification requirements are a condition of being paid.

B2.2 When the Advertiser pays, the Host Price is transferred so that you receive it in full. Timing of settlement into your bank account is controlled by Stripe. Accepting a Booking does not by itself move any money: the Advertiser then has 72 hours to pay, and clause 5.4B applies if they do not.

B2.3 We may withhold or reverse a payout to the extent Schedule 2 requires a refund, clause B8.4 applies, or Stripe or the law requires it. Your receipts and dashboard show the Host Price, which is the amount you receive.

B3. GST and taxable supply information

B3.1 Your supply of the Space is your supply, made by us on your behalf as your agent. Whether GST applies to the Host Price depends on your GST registration status.

B3.2 You must tell us whether you are GST registered when you onboard, keep that status current in your Account, and tell us immediately if it changes. You warrant that the status you record is correct, and you indemnify us for GST, interest and penalties we incur because it was not.

B3.3 If you are GST registered: your weekly price is GST inclusive, and you authorise us, as your agent, to issue taxable supply information for your supply on your behalf under section 60 of the Goods and Services Tax Act 1985. We can do this for your supply even though we are not ourselves registered, because the supply is yours and not ours. You must not issue your own taxable supply information for a supply we have issued it for.

B3.4 If you are not GST registered, no GST applies to the Host Price, and Advertiser receipts will show your charge without GST. No GST applies to the Service Fee either, because we are not registered. See clause 10.2.

B4. Display obligations

B4.1 Once you accept a Booking you must display the Artwork at the Space, in the manner described in your listing, for the whole Campaign Period. Displaying the Artwork materially wrongly, or removing it early without a ground under these terms, is a breach of the Advertising Contract, and Schedule 2 applies.

B4.2 You must install or permit installation of the Artwork so that the campaign can start on the first Monday of the Campaign Period, provided the Advertiser has delivered the Artwork by the deadline in clause C4.

B4.3 You are not required to display Artwork that breaches clause C3 or your listing's stated content standards. Clause B7 governs what happens if you object to Artwork after acceptance.

B5. Proof of display

B5.1 Where the listing requires Artwork, within 2 working days after the Campaign Period starts, and again if we or the Advertiser reasonably request during the campaign, you must photograph the Artwork displayed at the Space and upload the photograph to the Platform. The Advertiser can view your proof photographs.

B5.1A Where the listing states that no Artwork is required, there is nothing to photograph, and no proof photograph is required. You must still deliver everything the listing says the Booking includes, and clause 13 governs what happens if you do not.

B5.1B Where your listing carries more than one Booking, you must name each Named Position before it can be published, and each name must describe something an Advertiser can identify. You must deliver the Named Position named in the Booking, not a substitute of your choosing. You may rename a Named Position for future Bookings, but the name recorded on an existing Booking is unchanged. You cannot remove a Named Position while a Booking for it is on foot.

B5.1C Where your listing is offered as a fixed term, you must set its start date before it can be published, and every Booking of that listing runs for the length and the dates you have set.

B6. Photographs and privacy

B6.1 When taking proof photographs you must, where practicable, frame the photograph to avoid capturing identifiable people, take the least amount of imagery needed, and comply with the Privacy Act 2020. If an identifiable person asks for an image to be removed, you must tell us and we will handle the request under our Privacy Policy. You must not use proof photographs for any purpose other than proof of display, and you must not run facial recognition or other biometric processing over them.

B7. Content objections after acceptance

B7.1 If, after you accept a Booking, you object to the Artwork as delivered: (a) if the Artwork breaches clause C3, the law or the content standards stated in your listing at the time of the booking request, you may refuse to display it, we will treat the Booking as cancelled by the Advertiser at the date of refusal for Schedule 2 purposes, and no strike is recorded; (b) if the Artwork complies with clause C3, the law and your stated content standards, but you still refuse to display it, that is a cancellation by you under Schedule 2, with a 100% refund to the Advertiser, and clause B8 applies. We decide, acting reasonably, which of (a) or (b) applies, and clause B8.6 lets you dispute a strike.

B8. Cancellation by you, and the strikes regime

B8.1 You may cancel an accepted Booking at any time through the Platform. If you cancel, the Advertiser is refunded 100% under Schedule 2, including the full Service Fee.

B8.2 What earns a strike. A strike is recorded against your Account when you cancel a Booking you have accepted, including a deemed cancellation under clause B7.1(b), and including a failure to display that we reasonably treat as a cancellation. A cancellation by an Authorised User is a cancellation by you and the strike is recorded against your Account, because under clause 3.6 their act is your act. The Platform records which person cancelled and shows it to you. Nothing else earns a strike. Declining a booking request within the 72 hour window never earns a strike.

B8.3 Discretion. We will not record a strike where you show that the cancellation resulted from an event genuinely outside your control, such as fire, flood, serious illness, or sudden closure of your premises that you did not choose, or where clause 18.2 applies. We may also decline to record a strike where recording it would be unfair in the circumstances.

B8.4 If you cancel after you have been paid out, you must repay the Host Price for the cancelled portion. You authorise us and Stripe to reverse or debit the amount from your connected account or future payouts, and any shortfall is a debt due from you to us on demand.

B8.5 Notice. When a strike is proposed, we will notify you by email and on the Platform, stating the Booking, the reason, and your current strike count. The strike takes effect 5 working days after notice unless you dispute it under clause B8.6.

B8.6 Dispute. You may dispute a proposed strike within 5 working days of notice by telling us why clause B8.3 applies or why the strike is otherwise wrong. We will review, acting reasonably, and confirm or withdraw the strike within 10 working days. A disputed strike does not count until confirmed.

B8.7 Expiry. A strike expires 12 months after the cancellation that earned it. Only unexpired strikes count. This rolling window exists so that a long trading history is not permanently one mistake from suspension.

B8.8 Suspension. If you have three unexpired strikes, your Account is suspended under clause 15. Suspension means your listings are hidden and you cannot accept new Bookings. It does not cancel payouts already owed, and clause 15.5 protects Advertisers with accepted Bookings. Suspension lasts 3 months, after which your listings are restored if you confirm you can meet your obligations. Clause 15.6 applies if the position cannot be resolved.

B9. Premises, installation, damage and health and safety

B9.1 Installation and removal of Artwork happens at your premises. Who physically installs depends on the Booking: you, the Advertiser, or an installer or signwriter the Advertiser engages. The parties must agree the installation arrangements before the Campaign Period starts.

B9.2 Health and safety. You, we, the Advertiser and any installer may each be a PCBU under the Health and Safety at Work Act 2015 with duties that overlap at your premises. Each party must, so far as reasonably practicable, consult, cooperate and coordinate with the others as required by section 34 of that Act. You are responsible for the condition of your premises and for telling the installer about site hazards and access requirements. The party carrying out installation is responsible for a safe method of work. Nothing in these terms transfers any duty under that Act, which section 31 of that Act does not allow.

B9.3 Property damage. The party that causes physical damage to property during installation, display or removal bears the cost of it. The Advertiser is responsible under clause C3.5 for damage caused by installers the Advertiser engages. You are responsible for damage to the Artwork caused by you or by the condition of your premises, fair wear and tear excepted.

B9.4 Insurance. We do not require any Host, Advertiser or installer to hold public liability or any other insurance. We operate a marketplace and we do not set the insurance arrangements between a Host, an Advertiser and anyone they engage. Whether to hold insurance, and whether to require it of an installer before allowing work at the premises, is a matter for the Host and the Advertiser to decide between themselves. Nothing in this clause limits clause B9.1 to B9.3, and a party that causes damage remains responsible for it under those clauses whether or not it is insured.

B10. Non-circumvention

B10.1 The Platform introduces Advertisers to your Spaces. For 12 months after each Booking with an Advertiser, you agree that any further booking of a Space by that same Advertiser will be made through the Platform, rather than directly, where the introduction came from the Platform.

B10.2 If you take such a booking off the Platform in that period, you must pay us an amount equal to the Service Fee that would have applied, as a genuine pre-estimate of our lost fee, not a penalty. This clause does not restrict dealings with Advertisers you can show you dealt with before the Platform introduction, and it does not restrain you from doing business generally.

B11. Hosts in trade, and the rare private Host

B11.1 You confirm that you list Spaces in trade. Where you supply and we act in trade, the parties agree, as permitted by section 43(2) of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986, that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply as between you and us in respect of the Platform services, and that it is fair and reasonable to be bound by this clause, having regard to the matters in section 43(2A) of that Act.

B11.2 If you are an individual listing a Space otherwise than in trade, clause B11.1 does not apply to you, and nothing in these terms excludes rights you have as a Consumer in respect of our services. Note that regularly offering advertising space for reward may itself amount to being in trade.

B12. Sale or closure of your business

B12.1 If you sell your business or permanently close your premises, you must tell us as soon as practicable. Accepted Bookings that your successor will not honour are treated as cancelled by you under Schedule 2. Clause B8.3 applies to the question of strikes. A purchaser of your business does not acquire your Account, but may open their own and relist the Space.

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Part C. Advertiser terms

C1. Structure of this Part

C1.1 Clauses C2 to C6 and C8 apply to every Advertiser. Clause C7 applies only to Advertisers acquiring services in trade. Clause C9 applies only to Advertisers who are Consumers. Whether you are in trade or a Consumer is determined by law, not by a label, but clause C7.1 requires an honest declaration from business Advertisers, and we design the Platform so you tell us which you are when you sign up.

C2. Your Booking

C2.1 You are responsible for choosing the Space, the Campaign Period and the Artwork. Listings are prepared by Hosts. We do not verify foot traffic or audience claims in listings, though Hosts are obliged to be accurate.

C2.2 "Displayed" means the Artwork is physically displayed at the Space in the manner described in the listing for the Campaign Period. It does not mean, and we and the Host do not promise, any number of views, scans, visits, sales or other results. QR scan counts are reported as collected and are not guaranteed to capture every scan.

C3. Your content: warranties and responsibility

C3.1 You warrant that your Artwork, and any landing page or offer it points to: (a) is accurate and not misleading, and complies with the Fair Trading Act 1986; (b) complies with the Advertising Standards Authority codes that apply to it; (c) complies with every law that applies to its content, including the Medicines Act 1981 for therapeutic claims, the Sale and Supply of Alcohol Act 2012 for alcohol, the Gambling Act 2003 and any law regulating online casino advertising for gambling, the Financial Markets Conduct Act 2013 for financial promotions, the Human Rights Act 1993 in respect of discriminatory advertising, and the Unsolicited Electronic Messages Act 2007 for any electronic messaging your campaign generates; (d) does not infringe any person's intellectual property or other rights; and (e) is lawful to display at the location of the Space.

C3.2 You must hold any licence, consent or pre-vetting approval your advertisement needs before the Campaign Period starts.

C3.3 We and the Host may each decline or remove Artwork that we or the Host reasonably consider breaches clause C3.1, and clause B7 governs the consequences for the Booking.

C3.4 If you acquire services in trade, you indemnify us and the Host against loss, damage, cost and expense arising from a third party claim, or regulator action, caused by your Artwork or campaign breaching clause C3.1. If you are a Consumer, you are responsible to us and the Host for loss you cause by breaching clause C3.1, to the extent the law allows, but you do not give the indemnity in this clause.

C3.5 You are responsible for the acts and omissions of installers and signwriters you engage as if they were yours, including property damage under clause B9.3.

C4. Artwork delivery

C4.1 Where the listing requires Artwork, you must deliver final Artwork that complies with clause C3 and the listing's specifications by no later than 5 working days before the Campaign Period starts, or any earlier deadline stated in the listing. Where the listing states that no Artwork is required, this clause does not apply.

C4.1A We remind you. If you have not uploaded Artwork within 5 days of making a Booking, we send you a reminder by email. We may send further reminders as the deadline in C4.1 approaches. Reminders are a courtesy and do not change the deadline in C4.1, and not receiving one does not excuse late delivery.

C4.2 If you fail to deliver compliant Artwork by the deadline and the campaign cannot start as a result, we treat the Booking as cancelled by you on the deadline date, and Schedule 2 applies from that date.

C5. Payment

C5.1 Sending a booking request costs you nothing and needs no payment method. Payment falls due only if the Host accepts.

C5.2 If the Host accepts, you must pay the Total Price within 72 hours of that acceptance. You authorise us to collect payment as the Host's agent, and clause 4.5 confirms your payment to us discharges your payment obligation to the Host.

C5.2A Your dates are held for you during those 72 hours. If you do not pay within them the Booking expires, the dates are released, and the Host is free to let them to somebody else. We will remind you before the deadline, but the deadline applies whether or not you see the reminder.

C5.3 The prices you see on listings already include our Service Fee and the payment processing cost, and nothing is added to them at checkout. They are rounded up to the next $5, or the next $10 over $1,000, and the whole of that rounding goes to the Host's charity under clause 9.3A. The Total Price is the Listed Price applied to your Campaign Period: 12 weeks of a listing at $55 a week is $660. The Total Price is shown to you before you confirm the booking request. Your receipt shows the Total Price you paid. Schedule 1 sets out the components of that price and how each is calculated, including GST treatment, and you can ask us at any time how the price of your Booking was made up. Clause C6 applies if your card turns out to be issued outside New Zealand.

C6. International cards: the re-quote

C6.1 The payment processing cost in the Total Price depends on whether your card is a New Zealand domestic card or an international card, at the rates in Schedule 1.

C6.2 If, during checkout, your card is detected as issued outside New Zealand, the Total Price is re-quoted with the international processing rate before you confirm. The checkout shows you the revised Total Price and the reason for the change, and you must expressly accept the revised Total Price before the booking request is sent. If you do not accept, no request is sent and nothing is charged.

C6.3 The Total Price you accepted last before confirming is the binding Total Price for the Booking, and we record your acceptance of it. We do not change the Total Price after you confirm, other than by refund under Schedule 2.

C7. Advertisers in trade

C7.1 If you acquire advertising through the Platform in trade, you must declare this at sign-up or checkout, and you confirm the declaration is true. Advertising acquired for a business, profession or trade is acquired in trade.

C7.2 Where you acquire in trade and the other parties supply in trade, the parties agree, as permitted by section 43(2) of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986, that the Consumer Guarantees Act 1993, and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986, do not apply as between you and us, and as between you and the Host, in respect of services supplied under these terms, and that it is fair and reasonable that the parties are bound by this clause, having regard to the matters in section 43(2A) of that Act, including that these are standard terms for a low-value service and that both parties are in trade.

C7.3 This clause C7 does not apply, and is not relied on by us or any Host, if you in fact acquire the services as a Consumer, whatever you declared. Clause C9 applies instead.

C8. Non-circumvention

C8.1 Clause B10 applies to you in mirror image. For 12 months after each Booking, further bookings of the same Space introduced to you by the Platform are to be made through the Platform, and clause B10.2 applies to bookings taken off the Platform, with the amount payable by the party that initiated the direct arrangement.

C9. Consumers: your rights are not affected

C9.1 If you acquire advertising through the Platform as a Consumer, for example to advertise a garage sale, a community event, a lost pet or private tutoring, then: (a) the Consumer Guarantees Act 1993 applies to the services supplied to you, including by us, and nothing in these terms excludes, restricts or modifies it; (b) clauses C3.4 (indemnity) and C7 (contracting out) do not apply to you; (c) the liability limits in clause 14 apply to you only to the extent the law permits; and (d) Schedule 2 applies in addition to your statutory rights, not instead of them. If Schedule 2 would give you less than the law gives you, the law prevails.

C9.2 There is no general cooling off period for online purchases in New Zealand, and these terms do not create one. Your rights under Schedule 2 and under consumer law are as described there.

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Schedule 1. Fees and charges

S1.1 The components of the Total Price for a Booking are:

S1.2 Of the 11% Service Fee, we retain an amount equal to 5% of the Host Price and we donate an amount equal to 6% of the Host Price under clause 9. The whole Service Fee is our revenue, and the Donation is our own outgoing. It is not a separate charge to you and no part of your payment is collected on behalf of any charity.

S1.3 Payment processing gross-up. The subtotal is the Host Price plus the Service Fee. The Total Price is calculated so that after the payment processor's charges we receive the full subtotal:

• Domestic New Zealand card: Total Price = (subtotal + $0.30) divided by (1 - 0.0265)
• International card: Total Price = (subtotal + $0.30) divided by (1 - 0.037)

S1.3A Rounding, and where it goes. A Listed Price is the figure produced by S1.3 for one unit, rounded UP to the next $5, or to the next $10 where that figure is over $1,000. The Total Price for a Booking is the Listed Price applied to the Campaign Period, and where a part unit is charged pro rata the resulting figure is rounded up on the same step. The Total Price is never less than the amount S1.3 produces, and never more than the Listed Price applied to the Campaign Period. The difference between the Total Price and the sum of the Host Price, the Service Fee, any charge for an advertisement we produce and the payment processing cost is the Donation Uplift, and clause 9.3A commits the whole of it to the Host's Nominated Charity.

S1.4 Worked example. A Host lists a window at $100 per week and a 2 week campaign is booked. Host Price is $200.00. Service Fee is $22.00. Subtotal is $222.00. On a domestic card the Total Price is $228.35. On an international card the Total Price is $230.84. The Host receives $200.00. We receive $22.00, on which no GST is charged, and we donate $12.00, being an amount equal to 6% of the Host Price, to the Host's Nominated Charity.

S1.5 The Advertiser is shown the Total Price before confirming a booking request, and their receipt shows the Total Price paid. The components in this Schedule are not shown as separate lines at checkout or on the receipt, because each is already inside the Listed Price the Advertiser was shown. We will tell an Advertiser how the price of a Booking was made up if they ask. Host receipts and dashboards show the Host Price.

S1.5A Listed Prices, worked through. A price shown on a listing is a Listed Price, calculated as the Host's price for the unit, plus the Service Fee on that amount, plus the processing gross-up in S1.3 at the domestic card rate, rounded up under S1.3A. Where we offer to produce the advertisement itself and the Advertiser asks us to, that charge is shown the same way, with the processing gross-up and the same rounding but no Service Fee, because the Service Fee is a fee on the Host Price.

Worked example. A Host sets $45.00 per week. The Service Fee is $4.95, the subtotal is $49.95, the gross-up gives $51.62, and the Listed Price is $55.00 per week. A 12 week campaign has a Total Price of $660.00, being 12 x $55.00. Of that, the Host receives $540.00, the Service Fee is $59.40, the payment processing cost is $17.79, and the Donation Uplift is $42.81. The Host's Nominated Charity receives $75.21, being $32.40 under clause 9.1 and $42.81 under clause 9.3A. We retain $27.00. The figures move with the processing rates in S1.3; the rule that the whole Donation Uplift is donated does not.

S1.5B An overseas card. Where an internationally issued card makes the processing cost higher, that cost comes out of the Donation Uplift before it changes the Total Price, so in most cases an overseas card does not alter what the Advertiser pays and reduces the Donation instead. Where the higher cost exceeds the Donation Uplift, clause C6 applies and the Advertiser is re-quoted before anything is charged.

S1.6 Taxable supply information. We are not registered for GST, so we do not issue taxable supply information for the Service Fee and no GST is charged on it. Where the Host is GST registered, we issue taxable supply information for the Host's supply as the Host's agent under clause B3.3, which we can do because that supply is the Host's. Where the Host is not registered, the Advertiser's receipt shows the Host Price without GST. An Advertiser may claim input tax only where the law allows and taxable supply information exists for the relevant supply, which will never be the case for the Service Fee while we remain unregistered.

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Schedule 2. Cancellation and refund policy

S2.1 Your statutory rights. Nothing in this Schedule limits the rights of a Consumer under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986. For Consumers this policy applies in addition to those rights, and where the law gives more than this table, the law prevails. In particular, a Consumer whose campaign was not displayed has statutory remedies whatever row applies.

S2.2 The table. Refund percentages apply to the Host Price. The Service Fee column states what happens to the Service Fee, and the Donation Uplift follows the Service Fee in every row (S2.9). Days are calendar days before the first day of the Campaign Period.

S2.3 The percentages retained where the Advertiser cancels are a genuine pre-estimate of the loss caused by late cancellation, reflecting the Host's lost opportunity to rebook the Space at short notice and our costs of processing the Booking, and are not a penalty. [NOTE FOR REVIEW: the operator should retain evidence supporting this pre-estimate, such as rebooking rates at various notice periods.]

S2.4 Partial performance. If a campaign is ended early by the Host, by us, or under clause 18.2, the Advertiser is refunded the portion of the Host Price attributable to the unperformed part of the Campaign Period, calculated by whole days regardless of whether the Host Price was quoted per week, per month or per year, together with the same proportion of the Service Fee. Early removal by the Host without a ground under these terms is treated as a Host cancellation of the remainder.

S2.5 Premises closure. If the Host's premises close permanently mid-campaign, S2.4 applies as a Host cancellation of the remainder. Clause B8.3 governs whether a strike is recorded.

S2.6 Method and timing. Refunds are made to the original payment card. We initiate refunds within 5 working days of the cancellation being recorded. The time the refund takes to reach the card is controlled by the card schemes and the issuing bank, typically 5 to 10 working days. The payment processing component of the Total Price is treated as follows. Where the Host cancels, or we cancel, the full Total Price including the payment processing component is refunded, because the cancellation is not the Advertiser's doing. Where the Advertiser cancels, the payment processing component is not refunded, in addition to any amount retained under S2.2. The payment processor does not return its fee when a payment is refunded, so that amount is a cost we have already incurred and cannot recover. This is disclosed to the Advertiser before payment.

S2.7 No payment taken, nothing to refund. No payment is taken when a Booking is requested, and none is taken on acceptance: the Advertiser pays within 72 hours of the Host accepting, under clause 5.4A. So if a Booking is declined, or expires because the Host did not answer or the Advertiser did not pay, nothing has been taken, no payment processing cost has been incurred, and nothing is refunded because nothing was paid. This Schedule applies from the moment payment succeeds.

S2.8 Host already paid. Where a refund is due and the Host has already been paid out, clause B8.4 applies. The refund to the Advertiser is not delayed or reduced because we have not yet recovered from the Host.

S2.9 Donations and the rounding. Clause 9.7 reduces the part of the Donation calculated under clause 9.1 in proportion to the Service Fee refunded. The Donation Uplift is refunded to the Advertiser in the same proportion as the Service Fee, whoever cancelled, and the Donation falls by the amount refunded. It is treated this way, and not like the payment processing cost in S2.6, because nothing has been spent: the money is still ours to hand back until it is paid to the charity. Where a Donation has already been paid to a charity, clause 9.7 governs how the overpayment is dealt with.

S2.10 Strikes. A Host cancellation under this Schedule earns a strike unless clause B8.3 or clause 18.2 applies. The strikes regime is in clause B8.

S2.11 Nothing in this Schedule prevents a Host and an Advertiser agreeing between themselves to settle any additional claim arising from a Booking. Any such settlement is their own arrangement, does not alter this Schedule, and does not oblige us to refund the Service Fee otherwise than as this Schedule provides.

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Closing note. Status of this document

These are the Platform Terms in force from the effective date shown at the top. They are version 1.0. Every version we publish is kept and remains retrievable, and under clause 16.3 the version in force when a Booking was accepted governs that Booking, whatever we publish afterwards.

If anything in these terms is unclear, or you think something in them is wrong, tell us at Info@prittyghood.com. We would rather fix a clause than argue about it.