Vinoflow Terms of Service

Date: 06/12/2023

1. Terms and Definitions

  1. Vinoflow and Vinocentral are interchangeable terms within these Terms and Services ("Terms"). Vinocentral is the legal owner of Vinoflow, and both terms may be used interchangeably throughout the document.
  2. The following terms refer to Vinoflow application and can be interchangeable throughout this document.
    • App
    • Product 
    • Account
    • System
    • Software

2. Account Terms

  1. To access and use the Services, you must register for a Vinoflow account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Vinoflow may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
  2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
  3. You confirm that you are receiving any Services provided by Vinoflow for the purposes of carrying on a business activity and not for any personal, household or family purpose.
  4. You acknowledge that Vinoflow will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Vinoflow and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Vinoflow can only be authenticated if they come from your Primary Email Address.
  5. You are responsible for keeping your password secure. Vinoflow cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
  6. Technical support in respect of the Services is only provided to Vinoflow Users. Questions about the Terms of Service should be sent to Vinoflow Support.
  7. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Vinoflow.
  8. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Vinoflow Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
  9. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
  10. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Vinoflow or its affiliates.

3. Account Activation

3.1 Account Owner

  1. Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Account Owner ”) for the purposes of our Terms of Service and will be the person who is authorised to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the name of the Account Owner (including the legal name of the company that owns the Account, if applicable) is clearly visible on the accounts website.
  2. If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
  3. Your Vinoflow Account can only be associated with one Account Owner. An Account Owner may have multiple Vinoflow Accounts. 

3.2 Team Member Accounts

  1. Based on your Vinoflow pricing plan, you can create one or more team member accounts (“Team member Accounts”) allowing other people to access the Account. Each Team Member Account must include a full legal name and a valid email account. With Team Member Accounts, the Account Owner can set permissions and let other people work in their Account while determining the level of access by Team Member to specific business information (for example, you can limit Team Member Account access to sales information on the Reports page or prevent Team Member Accounts from changing general Account settings).
  2. The Account Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Team Member Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Account Owner’s employees, agents or subcontractors. The Account Owner acknowledges and agrees that Account Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Account Owner.
  3. The Account Owner and the users under Team Member Accounts are each referred to as a “Account User”.

4. Vinoflow Rights

  1. The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
  2. Vinoflow does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.
  3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Vinoflow employee, member, or officer will result in immediate Account termination.
  4. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Vinoflow employees and contractors may also be Vinoflow customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
  5. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business licence, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
  6. Vinoflow reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Vinoflow reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

5. Your Responsibilities

  1. You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your Vinoflow Account.
  2. You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Vinoflow Account, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorising the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Account, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Vinoflow will not be the seller or merchant or record and will have no responsibility for your Account or items sold to customers through the Services.
  3. You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
  4. You may not use the Vinoflow Services for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of  New Zealand. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any licence or permit that may be necessary to operate your Account or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
  5. The API Terms govern your access to and use of the Vinoflow API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.

6. Payment of Fees and Taxes

  1. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Vinoflow will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Vinoflow will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. All payment processing services are provided by Paddle.com and are subject to the Paddle Customer Terms of Service. By agreeing to these terms, you agree to be bound by the Paddle Terms of Service, as the same may be modified by Paddle from time to time. As a condition of Vinoflow enabling payment processing services through Paddle, you agree to provide Vinoflow accurate and complete information about you and your business, and you authorize Vinoflow to share it and transaction information related to your use of the payment processing services provided by Paddle. Unless otherwise indicated, all Fees and other charges are in New Zealand dollars, and all payments will be in NZD currency.
  2. Subscription Fees are paid in advance and will be billed monthly or annually depending on the chosen subscription plan (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Vinoflow’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the Primary Email Address provided. As well, an invoice will appear on the Account billing page. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
  3. If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method through Paddle. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Vinoflow reserves the right to terminate your Account in accordance with Section 14.
  4. All Fees are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods, and services. To the extent that any such taxes apply to the Services, such taxes will be billed to your Authorised Payment Method.
  5. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Vinoflow’s products and services. To the extent that Vinoflow charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorised Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Vinoflow of your exemption. If you are not charged Taxes by Vinoflow, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
  6. For the avoidance of doubt, all sums payable by you to Vinoflow under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Vinoflow to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Vinoflow will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorised Payment Method ignoring any such deduction or withholding that may be required.
  7. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Vinoflow Account or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
  8. You must maintain an accurate location in the administrative console of your Vinoflow Account. If you change jurisdictions you must promptly update your location in the administrative console.
  9. Vinoflow does not provide refunds beyond the initial 60 day trial period. 60 days is calculated from the date of registration on the platform.

7. Confidentiality

  1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Vinoflow’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

8. Limitation of Liability and Indemnification

  1. You expressly understand and agree that, to the extent permitted by applicable laws, Vinoflow and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
  1. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, vinoflow partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.
  2. You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
  4. Vinoflow does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
  5. Vinoflow does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
  6. Vinoflow is not responsible for any of your tax obligations or liabilities related to the use of Vinoflow Services.
  7. Vinoflow does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

9. Intellectual Property and Your Materials

9.1 Your Materials

  1. We do not claim ownership of the Materials you provide to Vinoflow; however, we do require a licence to those Materials. You grant Vinoflow a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and licence to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this licence to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this licence. You irrevocably waive any and all moral rights you may have in the Materials in favour of Vinoflow and agree that this waiver may be invoked by anyone who obtains rights in the materials through Vinoflow, including anyone to whom Vinoflow may transfer or grant (including by way of licence or sublicense) any rights in the Materials.
  2. If you owned the Materials before providing them to Vinoflow then, despite uploading them to your Vinoflow Account they remain yours, subject to any rights or licences granted in the Terms of Service or elsewhere. You can remove your Vinoflow Account at any time by deleting your Account. Removing your Vinoflow Account does not terminate any rights or licences granted to the Materials that Vinoflow requires to exercise any rights or perform any obligations that arose during the Term.
  3. You agree that Vinoflow can, at any time, review and delete any or all of the Materials submitted to the Services, although Vinoflow is not obligated to do so.
  4. You grant Vinoflow a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and licence to use the names, trademarks, service marks and logos associated with your Account (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This licence will survive any termination of the Terms of Service solely to the extent that Vinoflow requires the licence to exercise any rights or perform any obligations that arose during the Term.

9.2 Vinoflow Intellectual Property

  1. You agree that you may not use any trademarks, logos, or service marks of Vinoflow, whether registered or unregistered, including but not limited to the word mark VINOFLOW unless you are authorised to do so by Vinoflow in writing. You agree not to use or adopt any marks that may be considered confusing with the Vinoflow Trademarks. You agree that any variations or misspellings of the Vinoflow Trademarks would be considered confusing with the Vinoflow Trademarks.
  2. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Vinoflow or Vinoflow Trademarks or that use or include any terms that may be confusing with the Vinoflow Trademarks.
  3. You acknowledge and agree that the Terms of Service do not give you any right to implement Vinoflow patents

10. Legal Responsibilities for Alcohol Sales

  1. Vinoflow does not assume responsibility for verifying the legal age of end customers to purchase alcohol. This responsibility lies solely with the client utilising the Vinoflow platform. The client is obligated to implement and maintain age verification measures in compliance with relevant laws and regulations to ensure that customers using the platform meet the legal requirements for purchasing alcoholic beverages in their respective jurisdictions. Vinoflow disclaims any liability related to the client's failure to carry out adequate age verification procedures.
  2. Vinoflow is not responsible for verifying clients' legal authorisation to sell alcohol. Clients are solely responsible for obtaining and maintaining the necessary licences and adhering to all applicable laws and regulations governing alcohol sales in their jurisdictions. Vinoflow disclaims any liability related to clients' legal compliance.

11. Feedback and Reviews

  1. Vinoflow welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Vinoflow be subject to any obligation of confidentiality or expectation of compensation. 
  2. By submitting Feedback to Vinoflow (whether submitted directly to Vinoflow or posted on any Vinoflow hosted forum or page), you waive any and all rights in the Feedback and that Vinoflow is free to implement and use the Feedback if desired, as provided by you or as modified by Vinoflow, without obtaining permission or licence from you or from any third party. 
  3. Any reviews of a Third Party Service or Third Party Provider that you submit to Vinoflow must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. 
  4. Vinoflow reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

12. DMCA Notice and Takedown Procedure

  1. Vinoflow supports the protection of intellectual property and asks Vinoflow merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Vinoflow. 
  2. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification if they object to the complaint. 
  3. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.
  4. All DMCA communication can be directed to [email protected].

13. Privacy and Data Protection

  1. Vinoflow is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Vinoflow’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
  2. To the extent that Vinoflow processes personal information of your customers as a “data processor” or “service provider” under New Zealand data privacy and protection laws

14. Vinocentral Contracting Party

  1. Vinocentral Ltd, a corporation formed under the laws of New Zealand.
  2. The parties irrevocably agree that the courts of New Zealand are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service and that accordingly any proceedings arising out of or in connection with the Terms of Service will be brought in such courts. 
  3. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

15. Term and Termination

  1. You may cancel your subscription at any time through the Vinoflow App by logging in and going to https://app.vinoflow.nz/billing. Upon cancellation, your subscription will remain active until the end of your current payment term. After this period, your 'store' and subscription services will cease to function, but you will still have access to invoicing and all your data.
  2. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination. In the event of such termination, you will still have access to invoicing and all your data.
  3. Upon termination of the Services by either party for any reason:
    1. Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
    2. Any outstanding balance owed to Vinoflow for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
  4. If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

16. Refund Policy

  1. Vinoflow provides a 60-day money-back guarantee for Annual plans. The 60 days are calculated from when you subscribed to the annual plan, not from when you signed up to the platform. If you cancel within this period, you will receive a full refund of the cost of the annual plan you have subscribed to.
  2. Vinoflow provides a 30-day money-back guarantee for Monthly plans. The 30 days are calculated from when you subscribed to the monthly plan, not from when you signed up to the platform. If you cancel within this period, you will receive a full refund for one month.
  3. If you switch to a new plan or from a monthly to an annual plan, the 60-day or 30-day money-back guarantee period will not be reset from the date of the switch. The original subscription date will apply.
  4. For Annual plans, a 15-day trial period is offered before the first payment is charged. Your payment method will be automatically charged at the end of the trial period. If you cancel your subscription within the 60-day money-back guarantee period, you will receive a full refund.
  5. Refunds are processed manually by the Vinoflow team. Please contact us at [email protected] to process a refund.
  6. Refund will take 5-10 business days to process.

17. Modifications

  1. We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Vinoflow administrative console, or by similar means. However, Vinoflow may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
  2. Vinoflow may change the Fees for the Services from time-to-time. We will provide you with 30 days advance notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Vinoflow administrative console, or by similar means. Vinoflow will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

18. General Conditions

  1. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Vinoflow and govern your use of the Services and your Account, superseding any prior agreements between you and Vinoflow (including, but not limited to, any prior versions of the Terms of Service).
  2. The failure of Vinoflow to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
  3. Save for Vinoflow and its affiliates, you or anyone accessing Vinoflow Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
  4. The Terms of Service will be governed by and interpreted in accordance with the laws of New Zealand applicable therein, without regard to principles of conflicts of laws.
  5. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Vinoflow’s Terms of Service available in another language. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Vinoflow (acting in its sole discretion) or as required by applicable law.
  6. All the terms and provisions of the Terms of Service will be binding upon and insure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Vinoflow will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Vinoflow prior written consent, to be given or withheld in Vinoflow’s sole discretion.
  7. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
  8. On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 2 (Account Terms), 6 (Payment of Fees), 7 (Confidentiality), 9 (Limitation of Liability and Indemnification), 9.1 (Intellectual Property and Your Materials), 11 (Feedback and Reviews), 13 (Privacy and Data Protection), 14 (Vinoflow Contracting Party), 15 (Cancellation and Termination), 16(1) (Modifications), and 17 (General Conditions) will survive the termination or expiration of these Terms of Service.