Terms and conditions

Sprody is a platform connecting consumers with suppliers of fresh produce, food products and local products. The platform also provides business to business support and liaison between consumers (buyers) and sellers (farmers and local producers).

We act as an intermediary and do not take responsibility for the quality, compliance, or safety of products provided by third-party suppliers. However, we endeavour to educate our farmers and producers to follow good quality practices and provide relevant information for compliance purposes.

Eligibility

To use our website, you must

• Be at least 18 years old and able to enter into contracts, or at least 10 years old with adult approval for junior sellers. (Please note local regulations or national regulations may override this).
• Provide accurate, up to date and complete information during registration or purchase.
• Ideally be residing in the applicable country for the purposes of allowing pickup or delivery of the product.
• Comply with all applicable local and national laws.

Membership

In order to use our Services, you only need one account. So, you can't register as a Member under multiple identities, personas, or aliases (whether they are false or not). You may create a business membership, in addition to your personal one. 

You must maintain and update your personal and account information, to ensure it's always current and correct. We may contact you to verify your details.

You're responsible for all the activity that happens on your account. To protect it, keep information secret and secure, change your password regularly, and don't let anyone else use your membership.

Our Members work hard to earn great feedback, and rely on the feedback placed about others. Unless we give specific prior approval, your membership is not transferable and can't be sold, leased, lent or traded. If you want to transfer your membership, you can check out our Trust & Safety blog for some helpful guidance and get in touch to apply.

Account Registration

Users must create an account to access seller features.

You are responsible for maintaining the confidentiality of your login credentials and all activities under your account.
Notify us immediately if you suspect unauthorized access to your account.

Orders and Payment

All orders should be created in honesty and good faith.

All prices should be listed in the local currency specified.

Payments made by buyers should be approved and the order completed as soon as practicable.
Orders are subject to supplier availability and the seller reserve the right to cancel or modify orders if necessary.

Intellectual property

To enable you to use and enjoy our Services, we grant you a limited, non-exclusive, non-transferable and revocable licence to use our Site and Services in accordance with our Terms.

We retain all of our intellectual property rights, including our rights in the software and source code used, to provide the Site and Services. You may not adapt, reproduce, copy, store, distribute, publish or create derivative works from any part of the Site, or commercialise or on-sell any information obtained from the Site or our Services, without our prior written consent.

Bank Account

We have a separate bank account where we may hold Member funds. All amounts deposited in that separate bank account are held on trust for our Members.

We may deduct amounts from the separate bank account as contemplated by these Terms, and you agree that you have no right to any interest earned on amounts deposited in this trust account.

No charges other than our Fees will be applied to account balances, unless clearly stated in the Terms.  

We maintain an account for each Member. You can check your account balance at any time by logging in and going to your account. You must use your account to pay all fees. You're not able to use your account balance to purchase an Item another Member has listed, and account credit is not transferable between Members.

You must promptly pay any negative account balance. If your account remains negative or you are in debt to us, we may take action against you to recover that debt. For example: by using a third-party debt collection service, or deducting the amount owed from any other account that you operate. You'll be liable for all expenses that we incur trying to recover that debt, including legal costs.

If your membership is terminated, we'll refund any balance of your account, less a $5 processing fee that we may charge. If your balance is less than $5, we won't refund you.  If you haven't logged into your account for more than 18 months, your account will be suspended and any unused balance will be forfeited to us. You'll need to get in touch to get your account back up and running.  

Communication

We may contact you about your membership, your transactions and any other activities on the Site. Our privacy policy has more information on this.

Subject to your email preferences, we may contact you with information or promotions about our other Services that we think you'll be interested in. We also send emails and e-newsletters to some of our Members, where we think they'll be relevant. You can unsubscribe from all emails and newsletters that don't contain important information about using the account.

Services Update

We are constantly changing and improving our Site and Services. We may add or remove features or functions and we may suspend or stop providing a Service altogether.

Termination

You may terminate your membership at any time, for any reason. We'll need around three days to process your request. Similarly, we may refuse to offer some or all of our Services to you without prior notice, for any reason.  

If we have restricted or prohibited your access to our Services, we will have done this for a reason and, if we can, we'll tell you why. You agree not to bypass these controls, for example, you agree not to create a new membership. If we have explained why your access to our Services has been restricted or prohibited, we reserve the right to cease further correspondence with you.

If your membership is terminated (by you or by us), your ability to access our Site will end and you must stop using our Services. Certain clauses from these Terms will continue to apply after termination. If you visit our Site after termination, or otherwise use our Services, these Terms will apply.

Code of Conduct

Our code of conduct sets out principles and behaviours that the Trade Me community reasonably expects of Members using our Services. The code of conduct forms part of these Terms. It's pretty common sense stuff, but if you're in any doubt please see “Code of Conduct”.

Permission

You confirm that you either own or have permission to use all of the content that you post and upload when using our services. For example: any photos, data, information, listing descriptions and other content ("your content").

You retain ownership of your content and nothing in these Terms is intended to claim ownership of your content or to restrict your ability to use your own content.

You give us a licence or right to use your content so we provide our Services, including for the purposes of making improvements to our Services and for other internal and business purposes.

Under this licence you grant us a non-exclusive, perpetual, transferable, sublicensable, unrestricted, royalty-free, irrevocable and worldwide licence to us, to use, store, display, reproduce, modify, distribute, create derivative works, and save your content in any manner and on any media or platform, including those owned and operated by SPRODY affiliated third parties and other third parties we may work with, to promote, improve and provide our Services, including for the purposes of making improvements to our Services and for other internal and business purposes. This licence continues even if you stop using our Services or delete content from your account. You confirm that you have the right to grant this licence to us.

The following examples don't cover all the ways we may use your content, but are intended as helpful examples:

• We may use the content to promote, improve and provide our Services and to enable other third parties to provide services, as we deem appropriate. This means, for example, that if you list an Item for sale, you give us permission to store, copy, use and share that Listing (including any photos) on our sites and those owned by third parties, even after the Listing has finished.
• We may use the content by displaying it on a third-party website to promote the Listing while it's live.
• We may store the Listing so that we can help you re-list it in the future if it did not sell.
• Our Trust & Safety team may use your Listing as an example on our Trust & Safety blog as part of their mission to make the site the safest online marketplace for all.
• We may use the content for marketing purposes, or we may store and use the content for our own internal purposes, to help us improve our Services.
• We won't use your trademarks or logos without your express permission.

Fees for Sellers

Our current fees are clearly stipulated once purchased for the seller/merchant platform. You'll be able to review and accept any fees before you list, and must pay them when they're due. By using our Services, you agree to pay our fees.

Some of our Services (such as our Classified Listings or our feature products) have set fees that are not purchase fees. These fees will be charged at the time the Listing is created, and aren't refundable.

We may change our fees. We'll notify you about fee changes, usually by site announcement, and we'll generally give you two weeks' notice. If we introduce a new Service, the fees for that Service are effective at the time the new Service is launched. If you want to know what our current fees are at any time, just request this information.

From time to time we may offer special or promotional deals ("promos") on certain goods, such as a discount on the normal fees, or the chance to list without any success fees applying. When we offer these promos, the success fee discount terms will apply along with any other terms advertised in connection with the special.

We understand that sometimes when an a purchase is made, it doesn't always mean the transaction is completed. In these circumstances, we're usually happy to refund any purchase fee by crediting your account via our refund process. If we need to, we may contact you or other Members about a purchase fee refund request that we've received.

Taxes

The seller is responsible for any applicable taxes for the applicable country. We are not responsible for any taxes on produce or products sold.

Be clear and upfront

All Listings must be accurate, current, complete, and include all relevant information and the key terms. For example, it must include an honest description of the Item, the terms of sale, payment terms, shipping methods and who bears the cost of shipping. You agree to only list Items that are in your possession, unless we have approved otherwise in writing.

Keep it legal

All Listing must comply with all laws. For example: (a) you must have the right to create the Listing, e.g. don't list Items that you don't own or where ownership is disputed, such as a relationship property dispute; (b) the Listing must be accurate and not misleading, which includes ensuring no material information is left out; (c) it must be legal to offer the service or sell the Item, and any Items must meet any relevant safety standards; and (d) your Listing must not breach any legal requirement.

Delivery or pick-up

You must promptly ship, post or deliver a sold Item to the successful buyer, or arrange pick-up with the successful buyer, when payment has been made. Unless you and the buyer agree otherwise, you are responsible for ensuring the Item arrives in the condition as described in the Listing.

Delivery timelines should be provided as accurate estimates as possible.

Further Info

We may contact you to request further information about your Listings, if we need to. For example, we may ask you to provide some proof that an Item is in your possession, or that an Item meets any relevant safety standards or laws.

Payment

Payments can be mad to the seller via various means including bank transfer or credit card etc.

While we help facilitate payment for some Items by credit card, we simply pass on payments made by one Member to another and we aren't involved in the transaction itself. Sellers are responsible for any refunds.

We have systems in place to reduce the risk of credit card fraud, but we're not responsible for protecting you from credit card fraud. Our fraud protection systems may block legitimate credit card payments from time to time. We understand this can be frustrating but hope you'll understand that the cause is worthwhile. If we block your legitimate credit card payment, you'll need to pay by other means.

Feedback

Feedback is provided to facilitate trading between Members, and helps us to ensure a great experience for all Members.

We take feedback seriously and we hope you do too. The feedback you provide on other Members must not contain offensive, defamatory or retaliatory language or content. What's 'offensive'? We mean anything we find offensive, in our opinion. If in doubt, check out our feedback policy for guidance. We'll remove any infringing feedback that we become aware of, but we hope that you'll be considerate and constructive.

Any feedback should relate to the specific transaction and not any other transaction.

Disputes

You agree to try to resolve any disputes you have with other Members directly with them. Please follow the dispute resolution process through your account prior to contacting us.

We do try to offer help and information where we can, but please keep in mind that we're not a party in any transaction between you and another Member, and there's only so much we can do.

Because we care about our Members' privacy, if you're taking a dispute with another Member to the Disputes Tribunal or other tribunal or committee, we'll only release that Member's details if you sign a statutory declaration. We can provide you with a statutory declaration form if you need one. See our privacy policy for more information.

If you have a dispute with us, please get in touch (Contact Us) and we'll try to resolve it informally. If we need to contact you about a dispute, we'll use the last email address you gave us or any other reasonable method. If we haven't been able to resolve a dispute informally, either party can look to resolve a dispute or seek any remedy available through any legal method available.

Services Commitment

We work hard to ensure the security and performance of our Services but we don't guarantee that our Services will be 100% secure, uninterrupted or error-free. We provide our Services on an 'as is' basis, without any warranty of any kind. That means your use of our Services is at your own risk. It also means that we exclude and disclaim all implied warranties, to the extent that we legally can, such as fitness for purpose, merchantability and non-infringement.

If you are using our Services for a personal purpose, then nothing in our Terms limits any consumers' legal rights that may not be waived or limited by contract.

Any information or advice that we may give you regarding or during your use of our Services is also subject to the disclaimers in these Terms and won't create any warranty that isn't expressly given in these Terms.

Liability

To the maximum extent permitted by law, you assume full responsibility for any loss or damage that results from your use of the Site and Services. We won't be liable to you or any other person in connection with the Services, this Site, your use of the Services or Site, or another Member's acts or omissions, whether for negligence, breach of contract, breach of statutory duty or otherwise. We won't be liable for anything that is outside of our reasonable control. We won't be liable for any loss or damage, whether direct or indirect. For example, we won't be liable for loss of profits, loss of business or anticipated savings, general or special damages, or consequential or incidental loss.

We're not a party in any transactions between Members

As mentioned above, other than providing our Site as a venue, we don't take any part in the sale or purchase of Items on our Site, nor are we involved with the provision of Member Services. All transactions and other contacts between you and other Members is entirely at your risk.

That means that we aren't liable or responsible for:

1. any Member Services that are offered or provided;

2. the safety, quality or legality of any Items or Member Services that are listed on the Site, or the accuracy or truth of any Listings;

3. any guarantees or assurances that a Seller has made regarding a Member Service or Item they have listed, including any implied warranties.

Plus it means that we give no guarantee or warranty:

1. that any Item or Member Service listed on our Site will meet your requirements or expectations;

2. in relation to Items listed or sold on the Site; or

3. that any information posted on our Site, including feedback, is error-free or reliable.

We're not responsible for Member conduct on our Site

We don't control our Members, nor do we pre-screen every Listing, feedback or other communication before it's posted on our Site. Because of this, we take no responsibility for any misconduct of our Members. For example, we are not liable if:

1. a Member has registered under false pretences or has attempted to defraud;

2. a Listing is inaccurate or untrue, or if the Seller doesn't have the right to sell the Item (e.g. if they don't own the Item);

3. A seller fails to complete a transaction, including where they the buyer has paid (or have tried to pay) by credit card.

Despite this, we may be able to assist you through the dispute resolution process.

Other advertising

Responsibility for the content of advertisements appearing on our Site (including links to advertisers' own websites) rests solely with the advertisers. The placement of these ads on our Site doesn't mean that we endorse or recommend the product or service.

Each advertiser is solely responsible for any representation made in connection with its advertisement.

Rights

Without limiting any other rights and remedies available to SPRODY, we may limit your activities on the Site, Listings or other content, warn other Members of your actions, issue a warning to you, suspend or terminate your membership, or refuse to provide our Services to you (and your affiliates), if you breach our Terms, or where we consider it appropriate.

If we don't immediately take action on a breach of these Terms, that doesn't mean we're giving up any rights to do so and we can take action later.

Indemnity

You agree to indemnify us and hold us harmless against any claim made by yourself or any third party that is in any way related to:

(a) your access to or use of our Service;
(b) your failure to complete a transaction;
(c) your sale or attempted sale of an Item prohibited
(d) your breach of these Terms; or
(e) any content or Item that you submit, post, transmit or make available through our Services.

Your indemnity under this clause covers all losses, damages or expenses (including legal costs) that we may suffer or incur.

These terms, our privacy policy and all terms and policies posted on our Site govern your use of our Services, and are the Terms that we offer our Services to you. Please read them carefully.

Terms

The Terms make up the entire agreement between us in relation to our Services and apply instead of any prior version of any of the Terms.  Where there's a conflict between these Terms and any Specific Terms, the Specific Terms will take priority to the extent of the conflict.

By browsing our Site, using our Services or registering as a Member of SPRODY you're agreeing to these Terms. If you don't accept our Terms, you must immediately stop using our Services or browsing our Site.

Headings are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won't affect their interpretation.

We have provided examples in these Terms to help explain what we mean. Where we have provided examples, or where we say 'includes' or 'including', the examples given may not be all possible examples.

If it turns out that part of these Terms aren't enforceable, then that part will be removed or edited as little as possible, and the rest of the Terms will continue to apply.

We may update these Terms from time to time by a site announcement, or other notice.  For significant changes, we may notify you directly via email. Occasionally urgent changes may be required, but we'll generally give you at least two weeks' notice to give you an opportunity to review the changes before they go into effect. Once any updated Terms are in effect, you'll be bound by them if you continue to use our Services. If you don't agree to any updated Terms, you must stop using our Services.

We encourage you to view this page from time to time for the latest Terms.