Terms of Use for Sellers on the Rita Edited Marketplace (“Terms”)

1. Introduction:

The Rita Edited Marketplace is a marketplace to showcase products created, made, produced and/or designed in Aotearoa and allows sellers to sell products directly to consumers (“Rita Edited Marketplace”). The Rita Edited Marketplace is owned and operated by Rita Edited Limited (“Rita”). Please read these terms and conditions carefully before using the Rita Edited Marketplace. By using the Rita Edited Marketplace, you as seller (“You, Your, Seller”) agree to abide by these Terms. The Rita Edited Marketplace is an intermediary for the transaction of the sale and are not an agent (except for the extent to facilitate payment for the products) or a party to any agreement to buy or sell on the Rita Edited Marketplace. When a consumer purchases a product off the Rita Edited Marketplace they are entering into an agreement with You, You are responsible, liable to conduct Your business in accordance with all applicable New Zealand laws.

2. Membership Fee:

You agree to pay an annual membership fee to list Your products on the Rita Edited Marketplace. To continue Your membership beyond the initial 12-month period, You must renew Your membership prior to the end of the 12-month period. Rita reserves the right to change the annual membership fee for subsequent years. The membership fee is non-refundable, and there will be no reimbursement for cancelling Your membership or in the case of Your membership being terminated [in accordance with these Terms]. The annual membership fee allows You to have up to 30 live listings on the Rita Edited Marketplace at any one time. Rita reserves the right to instruct the use of Variations within these 30 listings [in accordance with these Terms].

3. Commission Fee:

Excluding sales completed using Afterpay (detailed below), Rita will deduct a commission fee of 10.5% (3.2% to Stripe, 7.3% to Rita) from sales on the Rita Edited Marketplace. In the case of Afterpay being used as to process the sale the commission is 13.3% (6% to Stripe, 7.3% to Rita). The use of Afterpay can be opted in/out in the set up of the Sellers Portal. Choosing to opt in to the Afterpay feature is accepting the additional commission fee payable.

4. Payment and Payout Procedures:

You are required to open a Stripe account. Payments for sales made through the Rita Edited Marketplace will be processed via a Stripe Connect account (“Stripe”). You are responsible for ensuring that Your Stripe account information is accurate and up to date. Rita shall not be held liable for any delays or issues related to payments resulting from inaccurate or incomplete Stripe account information provided by You. You agree to abide by Stripe's terms of service and privacy policy in addition to these Terms. The sum calculated as the purchase price (including delivery and shipping fees) less the commission(s) payable to You (“ the Seller Payout”) will be triggered for release from Stripe when You have uploaded the tracking number into the Sellers Portal and the order is marked fulfilled on the Rita Edited Marketplace. Stripe will then release the funds payable to you, this process may take up to 7 days from the trigger to release funds.

5. Compliance with Laws & Terms:

By using the Rita Edited Marketplace, You warrant: a. that You and Your products comply with all relevant laws and regulations, including but not limited to the Fair Trading Act 1986, Consumer Guarantees Act 1993, Privacy Act 2020, and the Unsolicited Electronic Messages Act 2007; b.and You and Your products comply with these Terms.

6. Price Parity:

You agree to maintain price parity across all sales channels, including Your own websites, social media accounts or other online marketplaces.

7. Truthful Information:

You are responsible for providing Rita and consumers with true, current, and complete information about Your products. Any changes to this information must be made promptly to ensure its accuracy and completeness.

8. Product Listing Approval, Hero Image and the use of Variations:

All product listings will be subject to approval by Rita prior to being published on the Rita Edited Marketplace. Rita reserves the right to amend, change, select an alternative or request further hero imagery for product listings as deemed necessary. Hero imagery will not be accepted if there is text overlay or watermarks used. Rita reserves the right to instruct the seller to utalise the built in variations functionality for goods that have size, colour, flavour, pattern, design or scent variations prior to approving listings. Should the use of Variations not be accepted by You, Rita reserves the right to not approve the pending listings. This is at the sole discretion of Rita.

9. Goods and Services Tax (GST):

You are solely responsible for paying any applicable Goods and Services Tax (GST) (and any other taxes) on sales made through the Rita Edited Marketplace.

10. Product Suitability

You agree that all products listed on the Rita Edited Marketplace must meet the following criteria: a. Products must be created, made, or designed in New Zealand. If products are manufactured offshore, a significant level of design work must be made by You or Your designer in New Zealand. b. Drop shipping or purchasing products from international websites for resale on Rita Edited Marketplace is strictly prohibited. You acknowledge that adherence to these criteria is essential to maintain the integrity and authenticity of the Rita Edited Marketplace. Rita reserves the right to remove any listings that do not comply with these requirements and may suspend or terminate Your account for repeated violations.

11. Prohibited Products:

You may not list any objectionable products on the Rita Edited Marketplace. Rita reserves the right to change, amend, or refuse the listing of any items deemed offensive or inappropriate.

12. Product Liability:

You are solely responsible for the quality, safety, and legality of the products they list on Rita Edited Marketplace. Rita shall not be held liable for any damages, losses, or liabilities arising from the sale or use of products sold by sellers on the Rita Edited Marketplace.

13. Your Intellectual Property Rights:

You represent and warrant that You have all necessary rights, licenses, and permissions to sell Your products listed on the Rita Edited Marketplace. You indemnify and hold Rita harmless against any claims (including alleged claims) of infringement of intellectual property rights arising from the marketing and sale of Your products.

14. Marketing and Promotion:

By listing products on the Rita Edited Marketplace, You grant Rita the non-exclusive, royalty-free, irrevocable, worldwide license to use images, product descriptions, and other content provided by You for the purpose of marketing and promoting the Rita Edited Marketplace. This includes, but is not limited to, featuring products in advertisements, social media posts, email newsletters, and other marketing materials. You retain all rights to Your intellectual property, and Rita agrees not to modify or alter any content provided by You without Your prior consent. You may opt out of certain marketing initiatives by contacting Rita’s customer support team and providing written notice of Your request. However, Rita reserves the right to use aggregated data and statistics from Your listings and store information for analytical and promotional purposes.

15. Customer Communication:

You agree to always maintain professional and courteous communication with consumers.

16. Communication with Rita:

If we need to contact you, we may do so by email or by posting a notice on the Rita Edited Marketplace. You agree that this satisfies all legal requirements in relation to written communications. You agree to promptly respond to any reasonable request of Rita and always maintain professional and courteous communication with Rita.

17. Product Descriptions and Images:

You are responsible for providing accurate and detailed product descriptions, including relevant images, dimensions, materials, and any other necessary information.

18. Shipping and Delivery:

You are responsible for fulfilling and shipping orders in a timely manner, at Your cost (though recoverable from the funds owing, (purchase price minus commission payment) via Your Stipe Connect account, once tracking details are provided and order is marked as fulfilled releasing funds to you).

19. Returns and Refunds:

You must establish and maintain a comprehensive return and refund policy (“RR Policy”) as part of Your store setup on the Rita Edited Marketplace and You must supply a copy of your RR Policy to Rita on request. You are accountable for the implementation and adherence to Your RR Policy concerning products sold through Rita Edited Marketplace. Consumers shall be directed to the RR Policy established by You for any inquiries or matters pertaining to returns or refunds. Rita assumes no liability or responsibility for the administration or enforcement of your RR Policy, or any other seller return and refund policies.

If you are accepting returns and giving monetary refunds you as the seller will be responsible for refunding the full purchase price to the buyer, including all commissions. Rita Edited and Stripe commission fees are non refundable so you as the seller will end up absorbing these fees.

20. Customer Messages, Reviews and Feedback:

You acknowledge that consumer reviews and feedback are an integral part of the Rita Edited Marketplace and You will respond to all consumer reviews, feedback and messages in a professional and timely manner.

21. Inventory Management:

You are responsible for maintaining accurate inventory management processes for all products listed on the Rita Edited Marketplace. This includes regularly updating product availability, stock levels, and discontinuing listings for products that are out of stock or no longer available for sale. You must ensure that inventory information is up-to-date to avoid overselling or misrepresentation of product availability. Rita shall not be held liable for any issues arising from inaccurate inventory management by You. Continuous failure to maintain accurate inventory management processes may result in penalties, including suspension or termination of Your account.

22. Confidentiality:

You agree to maintain the strict confidentiality of any information (including any trade secrets) disclosed by Rita to You or disclosed by other sellers on the Rita Edited Marketplace.

23. Our Intellectual Property:

a. Rita retains full ownership of all intellectual property rights associated with the systems, information, data, text, artwork, trademarks, logos, and the overall look and feel of the Rita Edited Marketplace. This includes but is not limited to website design, layout, functionality, and any proprietary technology or software used to operate the Rita Edited Marketplace and includes any intellectual property developed by Rita or associated with the Rita Edited Marketplace during its lifetime. You have no rights in the Rita Edited Marketplace or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to You pursuant to these Terms. b. You agree not to reproduce, distribute, or modify any intellectual property owned by Rita without prior written consent. You must not take any actions which may have the effect of invalidating or prejudicing Rita’s intellectual property rights in the Rita Edited Marketplace or otherwise take any action that would prevent Rita or the Rita Edited Marketplace operating its services in the usual course. Any unauthorized use of Rita’s intellectual property may result in legal action.

24. Suspension and Termination of Membership:

Rita reserves the right to immediately terminate or suspend Your account or Your membership with the Rita Edited Marketplace at any time for violation of these Terms or for any other reason deemed appropriate by Rita at its sole discretion. Reasons for suspension or termination may include but are not limited to: a. Breach of any terms or policies outlined in these Terms. b. Non-compliance with applicable laws and regulations. c. Fraudulent or deceptive conduct. d. Infringement of intellectual property rights. e. Repeated violations of the Rita Edited Marketplace policies or guidelines. f. Any other conduct or activity that Rita deems detrimental to the integrity or reputation of the platform. Prior to suspension or termination, Rita may provide You with a warning or notice of the alleged violation and an opportunity to remedy the situation. However, Rita reserves the right to take immediate action without prior notice if deemed necessary to protect the interests of the Rita Edited Marketplace and its sellers, consumers and any other third parties. In the event of suspension or termination, You may lose access to Your account, listings, and any accrued benefits or privileges associated with Your membership. Rita shall not be liable for any losses or damages resulting from suspension or termination of membership and no membership fees will be refundable in accordance with clause 2 of these Terms. Appeals regarding suspension or termination may be considered at the discretion of Rita, but the decision of Rita shall be final and binding.

25. Dispute Resolution:

Any disputes between You and Rita shall be resolved firstly through negotiation and where negotiation does not resolve the dispute, then the parties can refer to the dispute to mediation in accordance with the laws of New Zealand. Nothing in this clause will prevent either Party from applying for urgent interim relief from a court of competent jurisdiction.

26. Privacy and Personal Information:

Rita respects the privacy of all users, including sellers and consumers, on the Rita Edited Marketplace. Any personal information collected from sellers, such as contact details, billing information, and order history, will be handled in accordance with the Rita Edited Marketplace Privacy Policy (“Rita Privacy Policy”). This information is collected for the purposes of facilitating transactions, providing customer support, and improving the overall user experience on the Rita Edited Marketplace as set out in the Rita Privacy Policy. You consent to the collection, processing, and storage of their personal information by Rita. Rita is committed to maintaining the confidentiality and security of all personal information collected and will not disclose or share it with third parties without consent, except as required by law or to facilitate transactions on the Rita Edited Marketplace as set out in the Rita Privacy Policy. You may review and update Your personal information at any time by accessing their account settings. By using the Rita Edited Marketplace, You acknowledge and agree to the Rita Privacy Policy.

27. Disclaimers and Limited Liability:

a. Rita provides the Rita Edited Marketplace and its services on an "as is" and "as available" basis without any warranties or representations, express or implied. While Rita strives to maintain the accuracy, reliability, and functionality of the Rita Edited Marketplace, Rita makes no warranties or guarantees regarding its availability, uptime, performance, or suitability for any particular purpose or that the Rita Edited Marketplace will be free from errors, bugs, viruses, trojan horses and other security flaws and defects, or that Rita will fix such flaws and defects upon becoming aware of them or that any of Your data will not be lost or deleted. b. You acknowledge and agree that the use of the Rita Edited Marketplace and Seller Portal is at Your own risk. c. Rita shall not be liable for any direct, indirect, incidental, special, consequential loss, or punitive damages arising from or related to the use of the Rita Edited Marketplace or seller’s portal including but not limited to:

1. Loss of profits, revenue, or business opportunities.
2. Interruption of business operations.
3. Loss or corruption of data.
4. Unauthorized access to or alteration of transmissions or data.
5. Any errors or omissions in content or listings. Notwithstanding 27 c), in no event shall Rita’s maximum liability to You, whether in tort (including negligence), contract or otherwise arising out of all claims under the Terms or Your use of the Rita Edited Marketplace, exceed the total membership fee paid by You to Rita during the preceding 12-month period, regardless of the cause of action or legal theory. To the extent permitted by law, Rita disclaims all liability for the actions, omissions, or conduct of any users of the Rita Edited Marketplace, including consumers, third parties and other sellers. You are solely responsible for their interactions and transactions with consumers, third parties and other sellers of the Rita Edited Marketplace. These disclaimers and limitations of liability apply to the fullest extent permitted by law, and You indemnify and hold Rita harmless from any claims, losses, damages, or expenses arising from or related to Your use of the Rita Edited Marketplace.

28. Modification of Terms:

Rita reserves the right at its sole discretion, to modify, replace or amend these Terms at any time. If a revision is material, Rita will make efforts to provide at least 30 days’ notice prior to any new Terms taking effect, and continued use of the Rita Edited Marketplace constitutes acceptance of the modified Terms.

29. Governing Law:

These Terms shall be governed by and construed in accordance with the laws of New Zealand.

30. Assignment:

You may not deal, assign or delegate any of your rights or obligations under these Terms without our prior written approval and any attempted assignment without our prior written consent is void.

31. Waivers:

For Rita to waive a right under these Terms, the waiver must be in writing.

32. Entire Agreement:

These Terms constitute the entire agreement between the You and Rita and supersede any prior agreements, statements (verbal or written) or understandings.

By using Rita Edited Marketplace as a seller, You acknowledge that You have read, understood, and agreed to these Terms. If You do not agree with any part of these Terms, You may not use the Rita Edited Marketplace as a seller.