Sure Match User Terms

1. Introduction

Welcome to the Sure Match platform located at hello@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 or the Services.

In these User Terms:

  • Sure Match, we, us or our means ASB Bank Limited, trading as Sure Match;
  • Terms of Use means:
    1. these Sure Match User Terms (User 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
  • 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 or 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 User Terms, the Specific Terms shall prevail.

2. Updates to the SM Platform and User Terms

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

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

3. Sure Match services

Overview

The SM Platform is a simple, intuitive and cost effective online solution to match business buyers and sellers. We provide services to support business buyers and business owners through the business sales process. The Services we currently provide include:

  • helping business buyers and business owners throughout the business sales process, including helping them prepare by providing general information;
  • providing buyers and sellers tools and resources, including general information guides;
  • finding buyers and sellers a ‘match’ through our progressive matching tool; and
  • referring buyers and sellers to the right professionals to assist with the sale or purchase.
Important exclusions

Important information about the scope of our Services is summarised below and set out in the Disclaimers available here.

  • We are not real estate agents and we do not perform real estate agency work for the purposes of the Real Estate Agents Act 2008. However, we can forward you on to the right business broker if needed.
  • The information or Services available on the SM Platform are for general information purposes only and do not constitute financial advice for the purposes of the Financial Advisers Act 2008, other advice or recommendations, and should not be relied upon when making a decision to buy or sell a business or otherwise be involved in the business sales process.
  • 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.
  • Sure Match gives no undertakings, representations or warranties whatsoever in relation to any sale or purchase of a business by a SM Platform user.

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.

Generally, to use the SM Platform and Services, you must create a Sure Match account (SM Account). However, some resources are available through the SM Platform without creating a SM Account.

You must ensure that all information that you provide when you create a SM Account 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 Account to another user.

You should notify us immediately, and request cancellation or suspension of your SM Account (Cancellation Request), if the security of your SM Account 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 Account as soon as possible following a Cancellation Request.

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

  • 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;
  • copy, modify, translate or otherwise create derivative works from, or reverse engineer, any part of the SM Platform;
  • 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;
  • interfere with, or disrupt, the provision of the SM Platform or its use by anyone else;
  • 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;
  • 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;
  • 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;
  • create links to the SM Platform from any other website without our consent;
  • facilitate or encourage any breach of the Terms of Use; or
  • 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 Account.

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:

  • modify, withdraw or suspend the operation of the SM Platform or particular Services;
  • cease to provide and/or update content on the SM Platform;
  • introduce new Services, or change the design, features or functionality of the SM Platform; and
  • 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. Warranties and 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 indemnify Sure Match 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:

  • your fraudulent use of the SM Platform or any of the Services; or
  • any breach by you of applicable law or the rights of any third parties.

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.

You acknowledge that charges only apply to your access to the SM Platform and use of the Services in limited circumstances expressly agreed with you (refer to section 16 below) and that, in that context, the exclusion of liability and indemnity set out in this clause are fair and reasonable.

10. Termination of access

You may close your SM Account 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 Account, 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 User Terms that by their nature should survive termination will survive termination, including without limitation, ownership provisions and limitations of liability.

11. No substitute for professional advice

Any information provided by Sure Match is for general information purposes only and is not intended to constitute financial advice. We are not providing you with any legal, taxation, financial or other advice about the suitability or appropriateness of any sale or purchase of a business.

We do not have regard to your business’ financial situation, your personal financial situation nor your personal investment objectives. Any information provided by us is not intended to serve as a substitute for professional advice or to form the basis for any material business decisions by you or your business. As individual circumstances differ, you should seek appropriate professional advice.

To the extent permitted by law, we do not warrant the reliability, availability, accuracy, completeness or timeliness of information on the SM Platform or information otherwise provided to you. All information is provided “as is” and “as available" without warranty of any kind, express or implied.

12. Confidentiality and privacy

All personal information provided to or collected by us in connection with your use of the SM Platform, your SM Account and 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 e.g. suppliers, customers, legal disputes.

13. Referrals to partners and third party advisors

We may provide your information to our Partners or third party 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. Under our arrangements with our Partners and third party advisors, we may be remunerated for making referrals to them.

If we provide your information to a Partner in the course of making a referral, the Partner’s use of your information will be subject to their 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:

  • 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
  • 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 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). 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

The SM Platform is in “proof of concept” stage and, whilst we test the market, unless we expressly agree otherwise with you, we will not charge you fees for our Services. At some stage we may require payment for some or all of our ongoing Services. We will let you know when that happens and at that time there will be no obligation to continue using the SM Platform or Services.

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

Unless stated otherwise, all amounts stated on the SM Platform or agreed with you, from time to time, 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 User 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 User 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.

As 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 bodies corporate 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.

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 User Terms were last updated on 07 August 2018.

© Sure Match 2019. All rights reserved.