Boost Membership Terms and Conditions
These terms and conditions were last updated 27 October 2020.
1 Access and Acceptance
Boost is a benefit program provided by n3 Limited to businesses (“Subscriber”) in New Zealand and is separate to the n3 group purchasing agreement. Approved Individuals authorised by Subscribers can access Boost under these terms and conditions (“Terms”). The Subscriber’s access to, and use of, the Boost programme is subject to these Terms and the Subscriber agrees that:
(a) by subscribing to the Boost program the Subscriber accepts these terms and conditions. If you do not accept these terms and conditions, you must refrain from using the Services;
(c) the Terms make up the entire agreement between n3 and the Subscriber in relation to the Services and apply instead of any prior version of any of the Terms; and
(d) n3, without limiting any other rights and remedies available to it, may:
(i) limit the Subscriber’s activities on the Site,
(ii) issue a warning to the Subscriber,
(iii) suspend or terminate a Subscriber’s access, including the access of any of its Users; and
(iv) or refuse to provide the Site or Services if the Subscriber breaches these Terms.
2 Amendment of terms and conditions
n3 reserves the right to make changes to this Agreement. n3 will advise when changes are proposed. The Subscriber agrees it will be bound by the changes upon continued use of the Services following advice of the proposed changed terms.
In these terms and conditions, the following expressions have the meanings set out below:
(a) “Approved Individual” means any full or part time employee, contracted staff, associate, member, or other nominated volunteer who has been provided access to Boost by the Subscriber organisation, provided that:
(i) each person counts as one Approved Individual regardless of whether they are part-time or full-time engaged;
(ii) associates, members, volunteers and contractors can only be included with the express agreement of n3.
(b) “Anniversary Date” means each 12 month anniversary from the Commencement Date.
(c) “Boost” means the benefit programme developed and operated by n3 Limited (n3) for the benefit of n3 Subscribers and their Approved Individuals and includes the Boost website, mobile app, card, and related services.
(d) “Commencement Date” means the date the Subscriber first has access to the Boost programme;
(e) “Subscriber Supplier” means a supplier engaged directly by a Subscriber to provide offers to that Subscriber’s employees only, and is not a contracted supplier to n3 for the provision of Boost Offers.
(f) “Offer” means the products, promotions, advertisements, and services provided by a Supplier or Subscriber Supplier to Users.
(g) “Services” means each and all of the Boost services provided by n3 to Subscribers, Approved Individuals, Users, Suppliers, and Subscriber Suppliers in order to deliver the Boost programme.
(h) “Site” means the Boost website, mobile app, and card used to deliver the Boost programme.
(i) “Supplier” means a contracted supplier to n3 to provide Boost Offers to Users.
(j) “User” means a registered user of the Site.
4 Rights of participation
During the term of this Agreement, the Subscriber has the right to participate in Boost and enable each of its Approved Individuals to have access to Boost and benefits.
5 Term of Agreement
This Agreement begins on the Commencement Date and will continue for an Initial Term of 12 months. The Agreement will continue for successive periods of 12 months, provided that:
(a) neither party has given a notice to terminate to the other, prior to the expiry of the then current term; and
(b) the Subscriber pays the Boost subscription fee applicable to each subsequent term
6 Subscription Fees
The Subscriber Fee will be based upon the number of single-use, non-transferrable licences requested by the Subscriber for its Approved Individuals. The Subscriber acknowledges that:
(a) a licence is required for each Approved Individual that the Subscriber wishes to have access to Boost;
(b) the Subscription Fee is payable annually in advance of the Commencement Date and each Anniversary Date;
(c) additional licences purchased during each year will be set to renew on the next Anniversary Date;
(d) licences are non-transferrable and cannot be re-allocated if an Approved Individual leaves the Subscriber’s employment or otherwise ceases to be related to the Subscriber;
(e) licences are non-refundable in the event of either:
(i) a reduction in the total Approved Individuals during the year, but any such reduction in Approved Individuals will be recognised in the Subscription Fee for subsequent annual periods; or
(ii) early cancellation or termination during any 12-month subscription term;
(f) no trial periods are available.
7 Subscriber acknowledges how n3 is remunerated
The Subscriber acknowledges that:
(a) subscription fees are in the nature of an administration charge, payable to cover administration costs and to remunerate n3;
(b) n3 may also be remunerated by fees/commissions from Suppliers, including in relation to each purchase by a User from a Supplier; and
(c) a Subscriber Supplier will not be charged any fees/commissions unless n3 contracts directly with the Subscriber Supplier to become a Supplier
8 Site access
The Subscriber will be provided with an individual login and a password for using the Boost secure Site. Access to the Site will be on the terms of this Agreement and any additional terms provided on the Site. The Subscriber will:
(a) not disclose its login or password to any person and will immediately notify n3 of any unauthorised disclosure or use;
(b) be responsible and liable for all access to the Site by any person using the Subscriber’s login and password and all such access will be deemed to be access by the Subscriber;
(c) use the Site at its sole risk and, to the extent allowed by law, n3 will not be liable (in contract or in tort, including negligence) to the Subscriber or any other person for any matter or thing arising out of the Subscriber’s use of the Site however caused;
(d) agree that without limiting any other rights and remedies available to us, n3 may limit the Subscriber’s activities on the Site, issue a warning to the Subscriber, suspend or terminate access, or refuse to provide our Site or Services to the Subscriber or its Users if the Subscriber breaches these Terms.
9 Subscriber obligations
During the period of the Agreement the Subscriber is responsible for ensuring a contact person is available and who is responsible for:
(a) maintaining and updating Approved Individual details, including the initial provision of details for all eligible Approved Individuals which must include as a minimum:
(i) first name;
(ii) last name;
(iii) email address;
(b) communicating Boost information within the Subscriber’s organisation; and
(c) managing any Subscriber Supplier details for Boost (where relevant), including ensuring all Subscriber Supplier information is current, accurate, and updated on the Site.
By adding Approved Individuals to Boost or suppling a list of Approved Individuals to us to be added to Boost, you confirm that you have received permission from the Approved Individuals that we may send communications to their email address to notify them of the Boost product and the process required for them to complete their registration.
n3 accepts no responsibility for the accuracy of Approved Individual information entered on the Boost website by the Subscriber.
10 Approved Individual registration
The Subscriber acknowledges that each Approved Individuals will only have access to the benefits of Boost, including access to the Offers on the Site, by completing the online registration process to become a User. The process to complete registration will require the Approved Individuals to:
(a) enter and complete username, password, and PIN as appropriate for their registration;
(b) completing the User profile information; and
(c) accept the Boost User Terms and Conditions.
11 Subscriber Logo
Where a logo is provided by the Subscriber to be printed on Boost cards or used in any communications, the Subscriber agrees that:
(a) they are fully responsible for ensuring the correct logo is provided to n3;
(b) no re-print of cards will be undertaken by n3 where the logo used was approved by the Subscriber, unless the Subscriber pays the full cost of re-printing and distributing new cards.
12 Subscriber Supplier
The Subscriber can request that a Subscriber Supplier and its offers be added to the Site in order for the Subscriber Supplier offers to be available to the Subscriber’s Users. The Subscriber acknowledges that:
(a) the Subscriber is responsible for all Subscriber Supplier details provided, uploaded, or otherwise published on the Site;
(b) n3 will configure the Site so that the Subscriber Supplier Offer will only be made available to the Subscriber’s Users and not to any other Subscribers’ Users.
(c) n3 will use reasonable efforts to publish Offers and update any necessary information on the Site in order to activate the Subscriber Supplier Offer;
(d) n3 will review all Subscriber Supplier details, before they are made available to the Subscriber’s Users on the Site, and may withhold publication of the Offer for any reason at its sole discretion;
(e) n3 may remove any Subscriber Supplier Offer at any time if;
(i) the Subscriber Supplier Offer is in breach or in any other way does not comply with the n3 Content Policy and Guidelines; or
(ii) n3 has contracted with the Subscriber Supplier directly and a similar or better Offer is available to all Subscribers and Users.
13 All orders direct with Supplier
The Subscriber acknowledges that placing an order or redeeming an Offer through Boost by each User will give rise to a separate agreement between the User and the Supplier on the Supplier’s terms of trade agreed between the User and the Supplier.
The Subscriber must at all times keep confidential and secure all n3’s information (including information about Boost which is, or would reasonably be expected to be, commercially sensitive or confidential. Disclosure or use to the extent required by law or necessary to use this Agreement is allowed, however the Subscriber will use its reasonable endeavours to resist requests for disclosure of, or access to, the information (e.g. under Official Information Act 1982). The Subscriber will promptly notify n3 of any such request. The Subscriber will, to the extent allowed by law, indemnify n3 and its directors and employers against any claim, damage, loss or cost incurred by any of them due to breach of its obligations in this clause or at law. This provision is also for the benefit of, and may be enforced by, n3’s directors and employees. This provision is intended to survive termination of this Agreement.
15 Reporting of Information
The Subscriber acknowledges that Suppliers, including Subscriber Suppliers, may provide n3 with information on Users purchases and discounts. The Subscriber acknowledges that:
(a) information that may be reported to Subscribers will be dependent on the details provided by each Supplier or Subscriber Supplier to n3;
(b) n3 will not provide the Subscriber with details of any individual User’s purchases or use of the Offers or Services;
(c) any information provided to the Subscriber will be at an aggregated level across all the Subscriber’s Users;
(d) n3 reserves the sole right to provide or withhold from the Subscriber any information regarding Suppliers, Subscriber Suppliers, or Users relating to the Site or Offers.
17 Termination for failure
A party may terminate this Agreement, by written notice to the other party, if the other party:
(a) breaches, or fails to promptly or properly perform, any of its obligations and does not remedy the situation, to the reasonable satisfaction of the party who gave the notice, within 10 working days of receiving written notice of the breach or failure; or
(b) is or becomes insolvent or bankrupt, or enters into receivership or liquidation.
18 Termination by n3
n3 may terminate this Agreement:
(a) immediately by written notice if there is any direct or indirect change in control or ownership (legal or beneficial) of the Subscriber;
(b) at any time (with or without reason) by giving the Subscriber at least 3 month’s written notice.
19 Subscriber’s indemnity
To the maximum extent permitted by law, the Subscriber assumes full responsibility for any loss or damage that results from their use of the Site and Services. n3 is not liable to you or any other person in connection with the Services, the Site, the Subscriber’s use of the Services or Site, or any User’s acts or omissions, whether for negligence, breach of contract, breach of statutory duty or otherwise. n3 will not be liable for anything that is outside of its reasonable control. n3 will not be liable for any loss or damage, whether direct or indirect including loss of profits, loss of business or anticipated savings, general or special damages, or consequential or incidental loss.
The Subscriber will protect n3 and its directors and representatives from any claim or proceedings against any of them to the extent caused or contributed to by the Subscriber (including passing on information provided to the Subscriber). This provision is also for the benefit of, and may be enforced by, each of n3’s directors and representatives.
20 n3’s liability limited
Provided that n3 acts in good faith, it will not, to the extent allowed by law, be liable (in contract or tort, including negligence) to the Subscriber for any physical, direct or indirect damage, loss or cost (including legal costs) caused or contributed to by:
(a) any breach by n3 of this Agreement;
(b) any non-compliance by n3 with any law, or any act, omission or negligence of n3, or anything reasonably beyond n3’s control;
(c) termination of this Agreement by n3 for any reason; or
(d) any non-compliance by a Supplier or Subscriber Supplier with any law, or any act, omission or negligence of a Supplier or Subscriber Supplier
If n3 does not immediately take action on a breach of the Terms, that does not mean n3 has given up any rights to do so and n3 can take action later.
Without limiting methods of service, notices are to be in writing, addressed to the other party’s contact address and delivered by hand, by post, sent by fax or e-mail.
In this Agreement, unless the context otherwise requires or specifically otherwise stated:
(a) “month” means a calendar month and “working day” means any day other than a Saturday, Sunday or public holiday;
(b) “including” and similar words do not imply any limitation;
(c) if the Subscriber comprises more than one person, each of those person’s liability is joint and several;
(d) headings are only for convenience and may be ignored;
(e) singular includes plural and vice versa, and the neuter and gender includes all genders;
(f) references to a party or a person includes any form of entity and their respective successors, assigns and representatives;
(g) references to legislation and any other form of law is to New Zealand law, including as amended or re-enacted;
(h) amounts are in New Zealand dollars and exclude GST;
(i) a party is not liable for any breach of this Agreement if the breach is due to a cause reasonably beyond its control and it has used its best endeavours to perform its obligations;
(j) the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement; and
(k) New Zealand law governs this Agreement. New Zealand courts have non-exclusive jurisdiction.