Sure Match Customer Terms

1. Introduction

Welcome to the Sure Match platform located at www.surematch.co (SM Platform).

The Terms of Use (as defined below) govern your access to and use of the SM Platform and the services made available through it now and in the future (the Services).

By accessing, browsing and/or using the SM Platform and/or Services, you are deemed to confirm that you have read, understood and agree to be bound by the Terms of Use. If you do not agree to any part of the Terms of Use, you must not access, or must immediately stop accessing, the SM Platform and the Services.

In these Customer Terms:

  1. "related company" has the same meaning given to that term in the Companies Act 1993, (as amended from time to time) read as if the expression "company" in that subsection included any body corporate of any jurisdiction;
  2. Sure Match, we, us or our means ASB Bank Limited, trading as Sure Match;
  3. Terms of Use means:
    1. these Sure Match Customer Terms (Customer Terms);
    2. the Sure Match Privacy Policy available here (Privacy Policy);
    3. the Sure Match Disclaimers available here (Disclaimers); and
    4. any additional terms that apply to specific features or functionality of the SM platform (Specific Terms),
    each as amended from time to time; and
  4. you or your means any user of the SM Platform (whether registered to use the Services or not) and includes any individual and/or business that is registered to use the Services and individuals browsing the SM Platform.

You will be advised when and where any Specific Terms apply and you may only use the relevant feature or functionality in accordance with those Specific Terms. To the extent that there is any inconsistency or conflict between the Specific Terms and these Customer Terms, the Specific Terms shall prevail.

2. Updates to the SM Platform and Customer Terms

We may change these Customer Terms from time to time by publishing updated Customer Terms on the SM Platform. Please check the Customer Terms published on the SM Platform periodically for changes. By continuing to use the SM Platform and/or Services after the Customer Terms have been updated, you are deemed to confirm that you have read and accepted the latest version of these Customer Terms.

We may change the format, content and/or functionality of any part of the SM Platform at any time.

3. Sure Match services

Standard Plan

The SM Platform is a digital platform that supports customers to buy, grow and sell businesses. The Services we provide help business buyers and business owners throughout the business lifecycle. These services currently include:

  1. a range of general tools, resources and guides which help both business buyers and business owners, and provide them with general information, throught the business lifecycle;
  2. matching buyers and sellers, either through our matching tool or through referrals to professionals; and
  3. referring buyers and sellers to the right professionals to assist with the growth, sale or purchase of a business.
Premium Plan - brokering and other professional services

Sure Match also provides referrals to third parties, to assist users who require more support.

Please refer to clause 13 below for further information about referrals to third party advisors and brokers for users who require further support through the sale or purchase of a business.

Important exclusions

For important information about the scope of our Services, please refer to the Disclaimers available here.

4. Beta

Sure Match is a new venture powered by ASB Bank Limited. The SM Platform is in beta stage (including software, features, tools, resources and content) which is in the process of being market tested.

During the beta stage, you are welcome to provide us with your ideas, suggestions and comments (Your Feedback). Your Feedback will help us better understand the value of the Services we provide. We may record Your Feedback. You agree that all of Your Feedback will be owned by us and you hereby assign to us all right, title and interest in Your Feedback. You understand that you will not earn or acquire any rights or licenses in the SM Platform, the Services or in any of our intellectual property rights.

5. Who may use Sure Match

To use the SM Platform and the Services, you must:

  1. be at least 18 years old;
  2. be living in New Zealand, with a New Zealand residential and postal address; and
  3. be a New Zealand tax resident.

The SM Platform has been designed and developed for a service within New Zealand and is not intended for viewing or use by visitors outside of New Zealand. If you move out of New Zealand you will not be eligible to use the SM Platform.

To use the SM Platform and Services, you must create a Sure Match profile (SM Profile). However, limited resources are available through the SM Platform without creating a SM Profile.

You must ensure that all information that you provide when you create a SM Profile and use the SM Platform and Services is accurate, up to date and not misleading. You warrant and represent that all of the information you provide to Sure Match is complete and accurate. You must maintain and update your information held by Sure Match to ensure it is kept current at all times.

You must keep your username and password (Login Details) secure and confidential at all times. You must not allow another person to use your Login Details or transfer your SM Profile to another user.

You should notify us immediately, and request cancellation or suspension of your SM Profile (Cancellation Request), if the security of your SM Profile is compromised due to your password becoming or likely to become known to an unauthorised person, or if you become aware of any unauthorised use of your Login Details or any other breach of security relating to your Sure Match account. Sure Match will endeavour to block your SM Profile as soon as possible following a Cancellation Request.

You are responsible for any use of your SM Profile, including any commitments or actions. Sure Match is under no obligation to check that any instruction or confirmation made using any SM Profile is from you.

6. Permitted use

You may only use the SM Platform for lawful purposes. You must comply with any reasonable instructions or requests you receive from us from time to time in relation to your use of the SM Platform and Services.

You must not:

  1. use the SM Platform for any reason or purpose which is unlawful, defamatory, harassing, harmful, abusive, invasive of another’s privacy, infringes any third party rights or is otherwise objectionable;
  2. copy, modify, translate or otherwise create derivative works from, or reverse engineer, any part of the SM Platform;
  3. copy any part of the SM Platform, except as permitted by the Terms of Use and to the extent that copying occurs automatically in the normal course of you accessing the SM Platform;
  4. interfere with, or disrupt, the provision of the SM Platform or its use by anyone else;
  5. use the SM Platform in any way which may impair or damage the underlying systems or the ability of any other user to enjoy or use the SM Platform;
  6. upload to the SM Platform and/or use it to store or transmit any malicious code or harmful programs designed to adversely affect the operation of any computer software, hardware or network;
  7. attempt to gain unauthorised access to the SM Platform, the server on which the SM Platform is stored or any server, computer or database connected to the SM Platform;
  8. create links to the SM Platform from any other website without our consent;
  9. facilitate or encourage any breach of the Terms of Use; or
  10. attempt to do any of the above.

We reserve all rights not expressly granted to you.

All rights granted to you under the Terms of Use will terminate immediately if you are in breach of any of the above terms and Sure Match may immediately terminate your SM Profile.

7. Availability and functionality

The SM Platform is provided on an “as is” and “as available” basis for general information and indicative purposes only. We use reasonable efforts to ensure that the SM Platform is available, but we do not guarantee that it will be available at all times. There may be times when certain features, parts or content of the SM Platform, or the entire SM Platform, become unavailable.

Due to security, legal or business reasons we may:

  1. modify, withdraw or suspend the operation of the SM Platform or particular Services;
  2. cease to provide and/or update content on the SM Platform;
  3. introduce new Services, or change the design, features or functionality of the SM Platform; and
  4. impose limits on certain features or restrict your access to parts of, or the entire, SM Platform.

Sure Match will not be liable to you for any unavailability, modification, suspension or withdrawal of the SM Platform or the Services.

Sure Match does not guarantee that the SM Platform is free from defects, that information we provide to you is up-to-date, correct or complete or that the SM Platform will comply with any particular standards. Should you encounter any bugs, glitches, errors, lack of functionality or other problems on the SM Platform, please let us know immediately so we can take steps to remedy such issues.

8. Security

Security of your information is very important to Sure Match. We take technical and organisational precautions to protect the information that we hold. However, due to the inherent nature of the internet, no method is completely secure, we are not able to guarantee the security of any information that you hold or that you transmit to Sure Match.

Sure Match does not guarantee that the SM Platform will always be available, fault-free and secure or be free from viruses and/or other unauthorised code. It is your responsibility to implement appropriate IT security safeguards (including anti-virus software and other security checks).

9. Liability

To the extent permitted by law, Sure Match expressly excludes all warranties, conditions and representations, whether express, implied or statutory, relating in any way to your use or inability to use the SM Platform or the Services. You understand and acknowledge that the risks arising from the use of the SM Platform rests solely with you.

To the maximum extent permitted by law, Sure Match excludes all liability and responsibility for any loss, damages, liability, costs or expense, whether in tort (including negligence), contract or otherwise and whether direct, indirect or consequential, which you or any other person may suffer or incur in connection with the Services, the use or inability to use the SM Platform or any third party website, or any information contained on the SM Platform or third party website or otherwise provided to you.

You acknowledge and agree, for the purposes of the Consumer Guarantees Act 1993 (CGA) and Fair Trading Act 1986 (FTA), that the SM Platform and the Services are not ordinarily used or acquired, for personal, domestic or household use. Accordingly, without limiting this clause 9, the provisions of the CGA and the provisions of the FTA which apply to “consumer” goods and services do not apply.

If you are a business, to the extent permitted by law, you agree that Sure Match and you, being both in trade, agree to contract out sections 9, 12A and 13 of the FTA in respect to all matters relating to the SM Platform and the Services.

Without limiting the above:

  1. transactions and all other contact between you and other users of the SM Platform are conducted entirely at your own risk. You agree that Sure Match takes no responsibility and has no liability for any misconduct of any of its users including, without limitation, users that have registered under false pretences or who attempt to defraud you; and
  2. Sure Match gives no undertakings, representations or warranties whatsoever in relation to any sale or purchase of a business by a SM Platform user.

The limitations on our liability and disclaimers set out or referred to in these Terms of Use also apply to our related companies and service providers.

10. Indemnity

You indemnify Sure Match and our related companies and service providers against any claims, costs, damages, losses, liabilities, expenses (including legal expenses on a solicitor and own client basis), actions and proceedings made against or suffered by Sure Match which arise out of:

  1. your fraudulent use of the SM Platform or any of the Services; or
  2. any breach by you of the Terms of Use or applicable law or infringement of the rights of any third parties.

11. Termination of access

You may close your SM Profile at any time by contacting us using the contact details below.

We may suspend and/or terminate your right to access and use your SM Profile, the Services or any functionality of the SM Platform, with or without cause, with immediate effect at any time. We will use reasonable endeavours to notify you if we do so, except where we are prohibited from doing so under applicable law.

All provisions of these Customer Terms that by their nature should survive termination will survive termination, including without limitation, ownership provisions and limitations of liability.

12. Confidentiality and privacy

All personal information provided to or collected by us in connection with your use of the SM Platform, your SM Profile and/or the Services will be collected, stored, used and disclosed in accordance with our Privacy Policy.

We will at all times treat your information (whether personal or not) as confidential to you and/or your business and will not use or disclose such information to third parties other than in accordance with our Privacy Policy and applicable laws or with your prior consent.

We may aggregate and/or modify your information, in an anonymised form, with any other data and/or into a different format. The resulting data will not identify or be capable of identifying you. It will at all times belong to us and we may use it in our discretion at any time (including after your access to the SM Platform is terminated).

We may also collect information about your business, for example,

  • location
  • financial information, including P&L, assets and liabilities, and transactional information
  • industry information
  • company structure, shareholders and senior management
  • other general information on your business and associated market/industry e.g. suppliers, customers, legal disputes.

13. Referrals to Advisors

We may provide your information to our partners, third party advisors and brokers (Advisors), if you have consented for us to do so, for the purpose of enabling them to contact you about products and services they offer. Any products or services provided to you by an Advisor will be provided in accordance with the Advisor’s terms and conditions (including, if applicable, brokers’ agency agreements). You acknowledge that Sure Match does not endorse, nor does it accept any responsibility or liability, for any information, advice or services provided by an Advisor or any other third party to you

For example, if you have selected our broker model, we may provide your information to Lochore’s Real Estate Limited and they will contact you about providing real estate agency services to you and supporting you through the sale or purchase of a business. Lochore’s Real Estate Limited will enter into a separate agency agreement with you which will apply to the services that it provides to you.

Under our arrangements with such Advisors, we may be remunerated for making referrals to them.

If we provide your information to an Advisor, the Advisor's collection, use and disclosure of your information will be subject to its privacy policy.

14. Data Partners

With your prior consent, Sure Match may collect data relating to your business from third party suppliers (Data Partners) you receive products or services from, including Xero. Sure Match will present this data to you through the SM Platform and, based on this data, provides general information relevant to you or your business.

Sure Match is entitled to:

  1. convert this data into a format that is compatible with the SM Platform, and to make this data available to you via the SM Platform; and
  2. make whatever arrangements are necessary, with the Data Partner, to enable the supply of your data to us.

We do not independently verify, nor guarantee, that Data Partners will provide your data in a complete, usable, correct or up-to-date form.

15. Third party services, Apps, terms and external links

Sure Match may use third party services, including third party applications (Apps), in connection with the SM Platform (Third Party Services). For example, Sure Match may use Cloudcheck (a service provided by Verifi Identity Services Limited) to verify your identity electronically.

When you use the SM Platform you are agreeing to Sure Match’s use of such Third Party Services. You are also agreeing to any applicable terms of use, licenses or privacy policies related to such Third Party Services. It is your responsibility to ensure that you comply with any related third party terms and that you are aware of any third party privacy policies that may apply to you. A breach of any such terms of use, licenses or privacy policies will be deemed a breach of the Terms of Use.

Our website may include links to other websites. All links and references to other websites are not part of the SM Platform. We may include these to provide you with access to information, content and services that you might find useful or interesting. The provision of a link to a third party website does not imply Sure Match’s agreement to or endorsement of any of the information contained on the third party website or otherwise imply any association with that third party. Sure Match does not independently verify any information provided to us by third parties. We have no control over, and are not responsible for, the content of these other websites or for anything provided by them, and do not guarantee that they will be available at any given time or that the information provided is accurate. You should verify any information made available through third party websites directly with the relevant third party. Third party websites may have different terms of use and privacy statements, which you should review before using that third party website. You are responsible for accessing and using these other websites (and the content made available) in accordance with their terms of use.

16. Fees

Sure Match fees for the Services are set out on the SM Platform and may be updated from time to time in accordance with this clause 16 (SM Fees). You agree to pay the current SM Fees that are applicable to the Service that you use, except as set out in this clause 16.

We may update the SM Fees, including by adding new SM Fees, from time to time by publishing updated SM Fees on the SM Platform. Please check the SM Fees published on the SM Platform periodically for changes. By continuing to use any Service after the SM Fees have been updated, you are deemed to confirm that you agree tothe updated SM Fees. We may also (but are not required to) notify you directly of any changes to the Customer Terms and/or SM Fees.

If you registered to use the Services prior to 1 August 2019, you will not be charged SM Fees.

Sure Match may waive the SM Fees from time to time, by publishing a promotion on the SM Platform or notifying you directly. You will not be charged SM Fees that are subject to any such waiver.

We may receive referral fees from our Partners if we provide them with leads.

Unless stated otherwise, all SM Fees stated on the SM Platform are in New Zealand dollars and inclusive of GST.

17. Intellectual property rights

All intellectual property rights in the SM Platform (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) and the Services are owned by us, our licensors or other third parties (as the case may be).

Where we hold the appropriate rights, we grant you a non-exclusive licence to use and access the SM Platform and its content solely for your own internal purposes as permitted by these Customer Terms. Other than a single copy for use in connection with the sale or purchase of a business (as applicable), no part of the SM Platform may be modified, distributed, published, copied or incorporated in any document or publication, whether in hard copy, electronic or any other form.

Except to the extent expressly set out in the Customer Terms, you are not being given any rights in respect of any intellectual property rights owned by us, our licensors or other third parties.

18. General

You consent to receive any agreements, notices, disclosures and other communications (collectively, Notices) from us electronically, including without limitation by e-mail, through a chat function, by posting notices on the SM Platform or any other electronic communication methods we may implement from time to time. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. To withdraw your consent to receive Notices electronically, you must notify us of your withdrawal of such consent by emailing us at hello@surematch.co.

Unless agreed otherwise in writing, Sure Match is not a party to any sale or transaction between you and another SM Platform user, you agree not to involve, or attempt to involve, Sure Match in any dispute or in the resolutions of disputes, that arise between you and another user of the SM Platform as a result of the Services provided.

Subject to the next sentence, no party may assign any of its rights or obligations under the Terms of Use, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Sure Match may assign or novate the Terms of Use (in whole or in part), without notice, to its related companies or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, and you hereby give consent to any such assignment or novation.

For the purposes of the Contract and Commercial Law Act 2017, Part 2, Subpart 1 (Contractual Privity), in the Terms of Use, references to our related companies and service providers are intended for the benefit of and to be enforceable by our related companies and service providers (but their consent is not required to any changes to the Terms of Use).

The Terms of Use are governed by and construed in accordance with New Zealand law and you submit to the exclusive jurisdiction of the courts of New Zealand.

The Terms of Use constitute the entire agreement between you and Sure Match.

If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or removed to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect. The failure of Sure Match to exercise any right shall not be deemed a waiver of that right or any other rights that Sure Match may have.

19. Contact us

If you have any questions about the Terms of Use or the SM Platform, please contact Sure Match at hello@surematch.co.

These Customer Terms were last updated on 1 August 2019.

© Sure Match 2019. All rights reserved.