Pritty Ghood Platform Terms

Version: 1.0

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.

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, confirmed, active, completed, declined, expired, cancelled, refunded.

Campaign Period means the period of display in a Booking. Campaign Periods run in two week blocks of 2, 4, 6, 8, 10 or 12 weeks, always starting on a Monday and ending on a Sunday.

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 weekly price the Host sets for the Space multiplied by the number of weeks in the Campaign Period. The Host Price is the amount the Host receives.

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.

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

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 weekly price, a description, the maximum Campaign Period the Space accepts, and any longer lead time the Host requires under clause 5.6.

5.2 An Advertiser sends a booking request for a Space and a Campaign Period. When the request is sent, the Advertiser's payment method is authorised for the Total Price but no payment is taken. The Booking is then in the pending_acceptance state.

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 payment authorisation is cancelled or 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; (b) the Booking becomes confirmed; and (c) we capture the authorised payment and the Host Price is transferred to the Host's connected payment account in accordance with clause B2.

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. 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.

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. 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.

9.2 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.

9.7 Refunds. If a Booking is refunded in whole or in part under Schedule 2, the Donation for that Booking is reduced in the same proportion as the Service Fee is refunded. 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. The 6% is calculated on the Host Price, not on the Total Price the Advertiser pays. We do not describe any part of the Advertiser's payment as passing through to a charity, because it does not.

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 The Advertiser is shown the full breakdown of the Total Price, including the Host Price, the Service Fee and the payment processing cost, before confirming any Booking. 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.

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 On acceptance of a Booking, the captured payment is transferred so that you receive the Host Price. Timing of settlement into your bank account is controlled by Stripe.

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 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.

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. 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 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.

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 When you send a booking request, you authorise us to place a hold on your payment method for the Total Price. No payment is taken unless and until the Host accepts within the 72 hour window. If the request is declined or expires, the hold is released. Release timing to your card is controlled by your card issuer.

C5.2 On acceptance, we capture the Total Price. 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.

C5.3 The full breakdown of the Total Price, being the Host Price, the Service Fee and the payment processing cost, is shown to you before you confirm the booking request, and again in your receipt. Schedule 1 sets out how each component is calculated, including GST treatment.

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)

S1.4 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 breakdown in this Schedule is shown to the Advertiser before confirming a booking request. Host receipts and dashboards show the Host Price.

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. 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 undisplayed part of the Campaign Period, calculated by whole days, 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. Payment is authorised when a Booking is requested and is taken only when the Host accepts. If a Booking is cancelled, declined or expires before the Host accepts, no payment has been taken, no payment processing cost has been incurred, and the authorisation is released. Nothing is refunded because nothing was paid.

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. Clause 9.7 reduces the Donation in proportion to the Service Fee refunded.

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.