K’NEKT NZ Vendor and Supplier Agreement

This Agreement is between KNEKT NZ Limited, trading as K’NEKT NZ (“we”, “us”, “our” or “Marketplace”), and the vendor, seller or supplier (“you”, “your” or “Supplier”).

It combines our supplier declarations, eligibility requirements, verification categories and marketplace terms into one Agreement.

By selecting “I acknowledge and agree”, you confirm that you have read and accepted this Agreement and are authorised to accept it on behalf of the Supplier. Participation is subject to K’NEKT NZ approving your application.

1. Purpose and Marketplace Relationship

K’NEKT NZ is a New Zealand-only online marketplace connecting Kiwi shoppers with verified New Zealand businesses, brands, artists, creatives and service providers.

This Agreement explains the requirements for participating in the Marketplace, including truthful product information, verification, advertising permission, fees, commissions, payments, shipping and customer responsibilities.

You remain the trader supplying your products or services. Nothing in this Agreement removes any legal obligations K’NEKT NZ itself has to customers.

2. Supplier Information and Authority

You acknowledge that:

• You are authorised to apply and accept this Agreement on behalf of the Supplier.

• Your business name, legal name, contact information, operating address, business type, GST status and other information supplied are truthful and accurate.

• Any statements about New Zealand ownership, citizenship, residency, Māori ownership or leadership, or Pasifika ownership or leadership are honest and accurate.

• You will promptly notify K’NEKT NZ if relevant information changes.

• You will provide reasonable supporting evidence when requested.

Independent artists, creatives, sole traders, companies, partnerships, trusts and other eligible suppliers may apply. Business registration and an NZBN must be supplied where applicable.

3. New Zealand Eligibility

You acknowledge that your business, brand, artistic practice, creative practice or service operates within New Zealand.

Unless otherwise approved in writing by K’NEKT NZ:

• Products must be held, stocked, sold and dispatched from within New Zealand.

• Services must be operated and delivered from within New Zealand.

• Overseas dropshipping is not permitted.

Products do not have to be manufactured in New Zealand to be listed. However, imported products must not be described as “Made in NZ” unless that claim can properly be substantiated.

K’NEKT NZ may request evidence of your operating location, stock location, dispatch address, ownership or other eligibility information.

4. Honest Categories and Verification Claims

All categories, badges, classifications and product claims you select or request must be honest, accurate and genuinely applicable to your business or the specific product.

You must not choose a category simply because it may attract more customers or make a listing appear more appealing.

You acknowledge that:

• Selecting a category does not automatically grant a verification badge.

• Business-level categories and product-level categories must be applied appropriately.

• A category applying to one product does not automatically apply to all your products.

• You must be able to provide reasonable evidence supporting your claims.

• K’NEKT NZ has final approval over the categories and badges displayed on its Marketplace.

• You must notify us if your business or product no longer qualifies for an approved category.

• False, unsupported or misleading claims may result in a badge or listing being declined, removed or suspended, or your participation being terminated.

5. Category Definitions and Acknowledgements

Made in NZ

The product itself is made, manufactured, grown, produced or substantially transformed in New Zealand.

A New Zealand-owned business selling an imported finished product does not, by itself, make that product “Made in NZ”.

You acknowledge that you will select this category only where the product qualifies and you can support the claim with appropriate production or sourcing evidence.

Māori Brand

The business or brand is Māori-owned and/or Māori-led.

Using Māori-inspired names, language, imagery, designs or products does not, by itself, qualify a business as a Māori Brand.

You acknowledge that any Māori ownership or leadership declaration is honest and that reasonable supporting information may be requested through K’NEKT NZ’s verification process.

Pasifika Brand

The business or brand is Pasifika-owned and/or Pasifika-led.

Using Pacific-inspired names, imagery, designs or products does not, by itself, qualify a business as a Pasifika Brand.

You acknowledge that any Pasifika ownership or leadership declaration is honest and that reasonable supporting information may be requested.

NZ Artist / Creative

Original artwork, designs or creative works are created by a New Zealand-based artist or creative.

The Supplier must own the work or have appropriate authority to sell or reproduce it.

You acknowledge that the creator information is accurate and that you have the necessary ownership, permissions or licences.

Eco-Friendly

The product has a specific, supportable environmental benefit, such as reusable, recycled, refillable, low-waste, sustainably sourced or reduced-packaging features.

Broad statements such as “green” or “good for the planet” are not sufficient on their own.

You acknowledge that you can identify and substantiate the environmental benefit claimed without exaggerating it.

Organic

An organic claim must be supported and clearly identify whether it applies to the whole product or only particular ingredients or materials.

A product must not be described as certified organic unless the relevant certification applies.

You acknowledge that your organic claims are accurate and that supporting documentation or certification may be requested where applicable.

One of a Kind

The individual item is genuinely unique and is not repeatedly reproduced as an identical finished product.

Minor variations in mass-produced products do not automatically make them one of a kind.

You acknowledge that an item described as One of a Kind genuinely meets this definition.

Made to Order

The product is made or completed specifically after a customer places an order.

Production and fulfilment timeframes must be clearly disclosed before purchase.

You acknowledge that this category accurately describes your production process and that you will provide realistic lead times.

NZ Designed

The original product concept, design or creative development was completed in New Zealand, even if manufacturing occurs overseas.

NZ Designed must not be presented as Made in NZ unless the product separately qualifies.

You acknowledge that the design originated in New Zealand and that manufacturing information will not be misrepresented.

Handmade in NZ

The product is individually made, crafted, assembled or substantially hand-finished in New Zealand by a maker, artist, business or New Zealand-based production team.

Packaging, labelling or minor alteration of an imported finished product does not automatically qualify.

You acknowledge that the product genuinely meets this definition and that evidence of the making process may be requested.

6. Trial and Development Period

You acknowledge that K’NEKT NZ is operating within an introductory trial and development period.

There is no fixed trial end date under this Agreement. We are testing and developing marketplace systems, supplier processes, pricing, features and services.

Supplier options, fees, commission rates, product limits and processes may be reviewed as the Marketplace develops.

Introductory trial pricing is not a guarantee of permanent pricing. Material changes will follow the notice requirements in section 19, subject to any separate written arrangement with K’NEKT NZ.

7. Supplier Models

Sell Through K’NEKT — Commission-Based Model

Customers purchase through the K’NEKT NZ checkout. We process the customer payment, you fulfil and ship the order, and we retain the agreed commission.

Sections 8–12 apply specifically to these transactions.

List & Link — Outlink Model

Products are showcased on K’NEKT NZ and customers are redirected to your own website to purchase.

The introductory plan is $6.99 NZD per month for up to 10 approved products, unless a different fee, free period or arrangement is agreed in writing.

K’NEKT NZ takes no sales commission on purchases completed through your own website under this model.

You remain responsible for your own website pricing, checkout, payments, fulfilment, shipping, returns, refunds and customer service.

You acknowledge that the listing fee and product limit are introductory trial terms and may be reviewed with notice.

Changing supplier models requires K’NEKT NZ approval, completion of any necessary setup and acceptance of the applicable pricing and terms.

8. Commission-Based Suppliers — Trial Commission

The standard 15% commission is an INTRODUCTORY TRIAL RATE ONLY. It is not a permanent, fixed or lifetime commission rate.

K’NEKT NZ may review and change the commission during or after the trial, unless a different arrangement has been expressly agreed in writing with K’NEKT NZ.

A separate written arrangement will apply according to its stated rate, duration and conditions. A temporary concession does not create an ongoing entitlement to that rate.

You acknowledge that:

• The standard trial commission is 15% of the product sale price only.

• Shipping is excluded from the commission calculation.

• No commission is payable where no successful product sale has been made.

• Future commission changes apply prospectively and do not retrospectively change completed sales.

• Material commission changes will be notified under section 19.

• You may end participation before a changed rate takes effect, while completing existing obligations.

Unless otherwise agreed in writing, ordinary payment processing fees charged to K’NEKT NZ are absorbed from our commission and are not separately deducted from your product proceeds.

9. Commission-Based Suppliers — Customer Payments and Shipping Proceeds

Customers pay K’NEKT NZ through our approved payment processors. Their payment may include the product price, shipping and any clearly disclosed applicable charges.

You authorise K’NEKT NZ to receive customer payments on your behalf, retain the agreed commission and pay you the remaining eligible proceeds.

Shipping collected for your fulfilment is passed to you, subject to refunds, chargebacks or agreed shipping adjustments.

For example:

Item	Amount
Product price	$100.00
Customer shipping	$10.00
Total customer payment	$110.00
K’NEKT NZ trial commission — 15% of product price	$15.00
Supplier product proceeds	$85.00
Shipping passed to Supplier	$10.00
Supplier total before authorised adjustments	$95.00

For orders containing products from multiple suppliers, shipping proceeds must be allocated according to the agreed shipping arrangement.

10. Commission-Based Suppliers — Payouts and Deductions

Payouts are processed after orders are fulfilled and/or completed, according to the payout requirements and schedule communicated to you before sales begin.

Payouts may be weekly, fortnightly or monthly using an agreed payment method. Automated payouts apply only where supported and enabled.

You acknowledge that you must keep payment details accurate and current.

We may deduct only amounts authorised by this Agreement or separately agreed, including applicable refunds, chargebacks, agreed advertising fees, agreed shipping adjustments or other specifically agreed costs.

We may reasonably delay affected payments while resolving suspected fraud, unfulfilled orders, missing tracking information, customer disputes, refunds, chargebacks or material breaches.

Any hold must be proportionate to the issue and reviewed when the issue is resolved. Eligible, undisputed proceeds remain payable.

11. Commission-Based Suppliers — Shipping and Fulfilment

You are responsible for:

• Maintaining accurate stock information.

• Monitoring and fulfilling orders.

• Packing products safely.

• Dispatching within the agreed and advertised timeframes.

• Providing tracking where applicable.

• Promptly communicating delays or fulfilment problems.

• Ensuring products are supplied as described.

• Resolving issues with delivery services you arrange.

Your shipping rates, rural surcharges, delivery areas and made-to-order lead times must be accurate and disclosed before purchase.

You arrange and pay for shipping unless a different arrangement is agreed with K’NEKT NZ. Shipping labels and courier integrations are available only where specifically supported and configured.

You must not substitute products without customer agreement or demand an undisclosed additional charge after purchase.

12. Commission-Based Suppliers — Refunds and Customer Disputes

K’NEKT NZ may coordinate complaints, returns, refunds and disputes for purchases completed through our checkout.

You must cooperate and provide relevant information so customer issues can be resolved in accordance with applicable New Zealand law.

You may be financially responsible for reasonable, evidenced refunds or losses arising from faulty products, incorrect orders, damaged goods attributable to your fulfilment, misleading descriptions, failure to fulfil or other Supplier-responsible issues.

Responsibility will be assessed on the circumstances. You are not automatically responsible for errors caused by K’NEKT NZ.

Return policies and made-to-order conditions must not remove customers’ statutory rights.

Refund and commission adjustments will be recorded transparently. Any recovery must avoid charging the same loss twice.

For List & Link purchases, you manage refunds, disputes and customer service directly through your own business.

13. Product Information and Legal Compliance

You acknowledge that:

• Products and services must be accurately described.

• Prices and promotional claims must be truthful.

• Images, artwork and branding must be owned by you or legally authorised for use.

• Products must be safe and lawful to sell.

• Counterfeit, misleading or unauthorised products are prohibited.

• You must comply with applicable New Zealand laws and consumer requirements.

Where you are selling in trade, you are responsible for your obligations under the Fair Trading Act 1986 and Consumer Guarantees Act 1993. You authorise K’NEKT NZ to identify you as an in-trade Supplier where required.

We may decline, request corrections to, suspend or remove listings that breach these requirements.

14. Permission to Use Your Content for Advertising

By accepting this Agreement, you give K’NEKT NZ permission to use the content you provide or expressly approve for your listings to advertise and promote your business, products, services and the K’NEKT NZ Marketplace.

This includes your:

• Business and trading names.

• Logos and branding.

• Product and marketing photographs.

• Approved videos and promotional material.

• Product descriptions and supplier stories.

• Images of artwork and creative work supplied for promotion.

This permission covers:

• Marketplace listings and supplier pages.

• K’NEKT NZ websites.

• Social media posts and campaigns.

• Email newsletters and marketing.

• Paid digital advertising.

• Featured supplier campaigns.

• Marketplace promotions and promotional materials.

You acknowledge and authorise this advertising use without requiring separate approval for each use within this agreed scope, unless a specific restriction has been agreed in writing.

You confirm that you have the rights and permissions needed to allow this use, including relevant photographer, creator or identifiable-person permissions.

We may resize, crop or format material for these purposes without materially misrepresenting your products or work. Material alterations to artwork or culturally sensitive content require your approval.

Our service providers may use the material only as necessary to carry out these activities on our behalf.

Permission to advertise does not authorise us to charge you advertising fees. Supplier-funded advertising costs require separate agreement.

K’NEKT NZ does not guarantee sales, traffic, clicks or customer volumes from advertising or promotion.

15. Intellectual Property and Cultural Integrity

You retain ownership of your intellectual property. The advertising permission above is non-exclusive and royalty-free and does not transfer ownership to K’NEKT NZ.

It does not authorise us to sell reproductions of your work or license it for unrelated purposes.

You must not supply copied, infringing or unauthorised work, falsely claim authorship, or misrepresent cultural ownership, authenticity or endorsement.

Notify us of suspected infringement involving a marketplace listing. We may request evidence and suspend disputed content while reviewing the concern.

After participation ends, we will stop new promotional use and remove active promotional content within a reasonable period. Previously distributed material and necessary legal, transaction and backup records may remain.

16. GST and Tax Responsibilities

K’NEKT NZ is not currently GST registered. GST is therefore not currently added to our commission or listing fees.

You are responsible for your own GST registration, pricing, invoices, tax and reporting obligations.

If our GST status changes, we will notify you of any resulting fee changes and clearly state whether GST is included or additional before the revised treatment takes effect.

17. Platform Conduct

You acknowledge that you must:

• Act lawfully, honestly and professionally.

• Communicate respectfully with customers and K’NEKT NZ.

• Protect your account access.

• Not misuse marketplace systems or customer information.

• Not deliberately bypass the K’NEKT checkout to avoid commission on a commission-based order.

• Not engage in fraud, abuse, discrimination or materially misleading conduct.

This does not prevent approved List & Link purchases or your independent business activities.

18. Confidentiality and Customer Privacy

Both parties will take reasonable steps to protect confidential business, pricing, operational and customer information.

Disclosure is permitted where authorised, reasonably necessary to perform this Agreement or required by law.

Customer information supplied through K’NEKT NZ may be used only for fulfilment, customer service, authorised returns or refunds, and applicable legal obligations.

You must protect that information, restrict access and retain it only as long as reasonably necessary.

You must not sell customer information or use it for unrelated marketing without a lawful basis and any required consent.

You acknowledge that you must promptly notify K’NEKT NZ of any suspected privacy or security breach involving marketplace customer information and meet your own legal obligations.

19. Changes to This Agreement and Trial Pricing

K’NEKT NZ may reasonably update this Agreement, marketplace policies, supplier plans, commission rates, listing fees, product limits, features or processes for legitimate operational, legal, commercial or development purposes.

Material changes to your fees, commission, rights or obligations will ordinarily be notified by email at least three weeks before taking effect, subject to any separate written arrangement.

Urgent changes required for legal or security reasons may take effect sooner, with as much notice as reasonably possible.

You may end participation before a material change takes effect without a penalty for rejecting it, while completing outstanding orders, payments, refunds and other existing obligations.

Continued participation after the notified effective date constitutes acceptance of the updated terms.

20. Cancellation, Suspension and Termination

Either party may end this Agreement by giving 14 days’ written notice, unless immediate suspension or termination is justified below.

For monthly List & Link subscriptions, cancellation takes effect at the end of the current paid billing period unless otherwise agreed. A cancellation received before the next renewal prevents the next subscription charge.

Fees already paid for the current period are non-refundable except where required by law or agreed by K’NEKT NZ.

We may immediately suspend or terminate participation for fraud, illegal activity, serious policy breaches, repeated fulfilment failures, material misrepresentation or serious privacy or security concerns.

Where practicable, we will explain the concern and allow a response or opportunity to remedy it.

On termination, listings may be removed and access revoked. Eligible outstanding proceeds remain payable, subject to refunds, disputes and authorised adjustments.

Existing customer orders and legal obligations continue where applicable.

21. Platform Availability and Liability

K’NEKT NZ will use reasonable care in operating the Marketplace but cannot guarantee uninterrupted availability of third-party platforms, apps, couriers or payment services.

To the extent permitted by law, K’NEKT NZ is not liable for indirect or consequential losses, lost anticipated profits, or disruption arising from matters outside its reasonable control.

Nothing in this Agreement excludes payment obligations or rights and liabilities that cannot lawfully be excluded, or removes customers’ statutory rights.

22. Governing Law and Disputes

This Agreement is governed by New Zealand law.

Both parties will first attempt to resolve disputes in good faith. Either party may pursue available legal rights or remedies, including urgent relief where necessary.

23. Supplier Acknowledgement and Acceptance

By selecting “I acknowledge and agree”, you acknowledge that:

• You have read, understood and accepted this Agreement.

• You are authorised to accept it on behalf of the Supplier.

• All information and declarations supplied are honest and accurate.

• Every selected category and badge genuinely applies and can be supported with appropriate evidence.

• You understand the responsibilities and pricing of your selected supplier model.

• For commission-based sales, 15% is an introductory trial rate only and may change unless otherwise arranged in writing with K’NEKT NZ.

• Commission applies to product price only and excludes shipping.

• You authorise K’NEKT NZ to use your supplied or approved images, branding, descriptions and promotional content for marketplace promotion and advertising as described in section 14.

• You will meet your fulfilment, consumer protection and privacy obligations.

• You will notify K’NEKT NZ if relevant information or category eligibility changes.

I acknowledge and agree to the K’NEKT NZ Vendor and Supplier Agreement.