Terms and Conditions For Tradies

a. Trades Up Limited (Trades Up), trading through a Application with a Landing Page located at www.tradesup.co.nz and available as an Application on mobile devices (APP), provides the services contained in the APP to you under the following terms and conditions:

b. Each time you access the APP, you confirm that you have read and understood these terms and conditions. Trades Up may, at its sole discretion, amend these terms and conditions from time to time. It is recommended that you check the terms and conditions from time to time.

c. By accessing the APP, you agree to be bound by all these terms and conditions, including any amendments to them.

General Services

a. The services provided by Trades Up includes an APP in which ‘Business is made Easy’ for tradespeople, trade companies and businesses. (tradesperson). The APP acts as a forum in which people requiring the services of a tradesperson (customer) are able to post jobs which the customer wants done by a tradesperson and/or want to be able to contact tradespeople who are listed on the APP for a quote to carry out work required.

Intellectual Property (IP)

a. Images and Logos referenced in the APP and the contents of the APP are subject to IP rights belonging to Trades Up. Other product and business names, including those of tradespeople, specified in the APP may be the intellectual property of the respective tradesperson.

b. Any rights not expressly granted herein are reserved. You agree not to breach any trademark, copyright, patent, design or other rights (whether registered or unregistered) in relation to all trademarks, images, information, logos and other IP property included in this APP. No logo, graphic, sound or image from the APP may be copied or retransmitted unless previously expressly permitted in writing by us.

c. You agree not to download, copy, transmit, “data-mine", "scrape" or otherwise replicate any of the information on the APP, including ratings and comments, for any business purpose, whether by electronic or any other means whatsoever.

Trades Up makes no representation that materials on this APP are appropriate or available for use outside the jurisdiction of New Zealand and does not authorise access to them from beyond its jurisdiction.

No Warranties/Disclaimer

You expressly understand and agree that:

Your used on the APP is accurate, error-free or reliable;

Trades Up does not warrant the accuracy, adequacy, quality, currency, validity, completeness or suitability of a

a. You expressly understand and agree that:

(i) Your use of the APP is at your sole risk. To the maximum extent permitted by law, Trades Up disclaims and excludes all implied conditions or warranties, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, and non-infringement;

(ii)Trades Up does not warrant that the Services provided will be uninterrupted, timely, secure, or error-free, or that any information (including feedback) provided on the APP is accurate, error-free or reliable;

(iii)Trades Up does not warrant the accuracy, adequacy, quality, currency, validity, completeness or suitability of any services or any other information available on this APP for any purpose. The APP and Services are provided on an "as is" and "as available" basis;

(iv)Trades Up does not warrant that this APP will be free of infection by viruses, worms, trojan horses or anything else containing destructive properties that enable an unauthorised hacking to occur. However, Amazon Web Services has been engaged to provide a secure server with security patch protocols to maximise elimination of unsolicited activity.

(v)No advice or information that is obtained by you from the APP or Trades Up or anyone else shall create any warranty by Trades Up that is not expressly stated in these terms and conditions or any amendment to them;

(vi)Trades Up does not make any warranties in respect of the tradespeople featured or recommended on the APP or the services performed by those tradespeople, including the services provided by the tradespeople who are appointed to carry out jobs posted on the APP or by means of the App;

(vii)Trades Up does not necessarily endorse, support, sanction, encourage, verify or agree with the ratings and/or comments posted by users of the APP.

(viii)Responsibility for the content of advertisements appearing on the APP (including hyperlinks to advertisers' own WebApps) rests solely with the advertisers. The placement of such advertisements on the APP does not constitute Trades Up' recommendation or endorsement of the advertised product or service. Each tradesperson as an advertiser is solely responsible for any representation made in connection with its advertisement.

(ix) In no event shall Trades Up be liable for any loss sustained by you arising out of or in connection with the use or performance of the APP by you or others whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss whether at law, contract or in tort or otherwise.

Ratings and Comments on Businesses

a. You acknowledge that Trades Up provides a forum inwhich the performance of tradespeople can be rated by their customers/clients. In posting such ratings and/or comments, you warrant that;

(i) You have been or may be referred from the APP to carry out work for a third party or otherwise provide services for that third party.

(ii) The statements of fact reflected in the ratings and/or comments posted by you are true or not materially different from the truth;

(iii)The opinions reflected in the ratings and/or comments posted by you are genuine, honest andaccepted by you.

(iv) In responding to any ratings and/or comments, you will not use obscene or offensive language or submit any material that is, or may potentially be, defamatory, abusive or hateful, an invasion of anyone's privacy, harmful to other users harmful to the business interests of Trades Up or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, national or international law or regulation;

(v) You will not submit or post any material which constitutes junk mail or unauthorised advertising, including solicitation of other users to buy or sell any products or services without the prior written consent of Trades Up.

b. Irrespective of any monitoring of ratings, comments or other content on the APP which Trades Up may choose to undertake, Trades Up shall not be responsible for screening, editorial, or other control over ratings, comments or for any other content whatsoever.

c. Trades Up assumes no responsibility or liability for the preservation of content on the APP and may modify or remove it at its sole discretion.

d. If a tradesperson subcontracts works to a third party the referring business may, at Trades Ups’ sole discretion, be rated by the end user. The party completing the work may also be rated.

e. A tradesperson may reply to a review within the first month of the review being posted. Replies to reviews cannot be edited once posted, except at the sole discretion of Trades Up.

f. A tradesperson may request evidence of custom (proof of engaging the tradesperson to do work) within the first 24 months of the review being posted. The evidence, if provided, will be sent directly to Trades Up and not shared with the tradesperson unless Trades Up in its sole discretion elects to do so.

g. Trades Up reserves the right to audit ratings to ensure their legitimacy. When an audit is undertaken raters will be asked to provide evidence of work carried out. While ratings are being audited they will be temporarily removed and will be reinstated when sufficient evidence has been provided.

Subscribed Tradespeople

a. If you wish to use the APP, the additional terms and conditions set out below also apply.

b. In posting or submitting material about your business on the APP or in carrying out any work as a result of a referral from the APP, you warrant that:

(i) All such material is not private and is intended for publication on the APP;

(ii) You grant Trades Up the unrestricted right to use, reproduce, modify, translate, distribute any material you post or submit to the APP in any medium and for any purpose, including commercial uses;

(iii)All such material is truthful and accurate to the best of your knowledge;

(iv)You will not use obscene or offensive language or submit any material that is, or may potentially be, defamatory, abusive, hateful, an invasion of anyone privacy harmful to other users harmful to the business interests of Trades Up, or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, national or international law or regulation.

(v) At all times you will comply with your obligations under the Health and Safety Work Act 2015 and any amendments thereto; and

(vi) You are suitably qualified and experienced to carry out the work that has come to you as a result of a referral from the APP, from a third-party referral or otherwise. Any registrations and certifications you may need to carry out the work are current, up to date and will be current and up to date at the time the work is carried out.

c. You agree not to post, or to encourage or procure others to post, ratings and/or comments about your business on the APP which are untrue, inaccurate or misleading.

d. You agree to not to coerce or intimidate to acquire or change ratings or comments about your business or services and you understand that such activity may result in the removal of your business from the APP.

e. You agree not to disclose your login details to third parties. If you do so, you are liable for any breach of these terms and conditions by third parties using your login details and the indemnity referred to in clause 7 below is extended accordingly.

f. You acknowledge that, as a condition of advertising your business on the APP you will pay a monthly subscription fee as set out on the Tradies Landing Page (www.tradesup.co.nz), such fees then payable monthly in advance, without set-off, counter claim or cross-demand.

g. You acknowledge that Trades Up may vary its subscription fee for advertising on the APP with any change to take effect not less than 30 days after these terms & conditions have been amended. Alteration of the charges in these terms and conditions as amended shall be deemed to be adequate notice to you.

h. You acknowledge and accept that Trades Up is entitled to withdraw the benefits of subscription or to remove your business from the APP in the event of either any of

(i)misrepresentation by you as to your qualifications and/or experience to carry out the required work or services;

(ii) non-payment of money payable by you when it is due to be paid or

(iii)at the sole discretion of Trades Up acting reasonably.

i. You acknowledge that charges for subscriber businesses will not be refundable except at the sole discretion of Trades Up.

Indemnity

Tradesperson agrees to and does hereby indemnify, defend and hold harmless Trades Up from and against any and all claims, damages, losses, liabilities, suits, actions demands, proceedings(whether legal or administrative), and expenses (including, but not limited to, legal fees on a solicitor/client basis and associated disbursements) threatened, asserted, or filed by a third party against Trades Up and arising out of or relating to;

(i) the end users use of services promoted by use of the APP;

(ii) any breach or violation by the tradesperson of this Agreement; or

(iii)any acts or omissions by the tradesperson whether under this Agreement or otherwise. The terms of this section shall survive any termination of this Agreement.

Privacy Policy

a. The Privacy Act 2020 applies to the collection, use, storage and disclosure of information that you provideto us when accessing this APP.

b. Any information that you provide to Trades Up when accessing this App is collected and stored by Trades Up. Trades Up will only collect personal information which is necessary for its business functions and activities, or to comply with legal or regulatory obligations. Trades Up will not store any payment data.

c. Trades Up collects, uses and discloses your personal information for a range of purposes. These purposes depend largely upon your relationship with Trades Up. The information Trades Up collects is used for the following purposes:

(i) to be able to offer safe and simple use of the APP;

(ii) to avoid ratings and/or comments being posted on the APP which are untrue, inaccurate or misleading;

(iii) to be able to communicate by means of electronic mail or otherwise with you in connection with the APP

(iv)to ensure that you can access members only areas (where relevant);

(v) to fix system errors and for support services;

(vi) to customise the information you receive from the APP;

(vii)for Trades Up research, so that it can improve its products and services and tailor them to better suit your needs;

(viii)to track how the APP is used and to identify popular areas, internet trends and demographics.

d. You may contact Trades Up to request access to any information that it holds about you and you may also ask Trades Up to correct that information if you consider it to be inaccurate.

e. Trades Up will release your information only when it believes release is appropriate: to comply with any applicable legal obligations; to comply with a request from a law enforcement agency; to enforce or apply Trades Up terms and conditions or to protect the rights of Trades Up, its users, or others.

General

a. Assignment

(i) Trades Up may legally assign any of its rights and obligations under this agreement at any time by giving you notice on the APP or otherwise.

b. Links to Third Party Sites:

(i) Trades Up is not responsible for the contents of any linked site.Trades Up does not imply any endorsement of links from and to this APP except where expressly stated.

c. Entire Agreement

(i) These terms and conditions constitute the entire agreement between you and Trades Up, it supersedes all prior representations, agreements, statements, and understandings whether verbal, in writing or in electronic form by email or on the internet.

d. Applicable Law

(i) This agreement shall be interpreted in accordance with the laws of New Zealand. If the end user acquires the services for the purpose of a business, they agree that the provisions of the Consumers Guarantee Act 1993 do not apply to the service provided.

e. Severability

(i)If any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable; the remaining provisions of this agreement shall not be void for this reason alone. The invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision which reflects the original intention of the parties.

f. Force Majeure

(i) Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labour disputes, accidents, acts of war or terrorism or interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

g. Overdue Accounts:

a. Any debt collection costs incurred by Trades Up for recovery of any monies owed to Trades Up by the tradesperson will be paid for by the tradesperson.

b. Trades Up reserves the right to charge interest at the rate of 18% p.a. on any overdue amount from the date it is due until such date as the payment is made.

c. Trades Up may at its sole discretion refuse to provide further services to the tradesperson due to overdue accounts or poor payment history.