Terms & Conditions

1. About These Terms

These Terms & Conditions ("Terms") govern access to and use of the B2B Orderly website, software platform, applications and related services ("Services").

The Services are provided by:

B2B Orderly Limited
NZBN: 9429053872418
New Zealand

Website: https://b2borderly.com
Email: hello@b2borderly.com

By accessing or using the Services, creating an account, or entering into an order form, proposal, subscription agreement or other commercial agreement referring to these Terms, you agree to be bound by them.

If you are using B2B Orderly on behalf of an organisation, you confirm that you are authorised to accept these Terms on behalf of that organisation.

2. Business-to-Business Service

B2B Orderly is primarily a business-to-business software platform.

The platform enables suppliers to manage business customers, products, catalogues, pricing, employee allocations, approvals, ordering and related operational processes.

Suppliers may provide access to customer organisations and their authorised employees or users.

The organisation that subscribes to B2B Orderly is referred to in these Terms as the "Customer".

3. Commercial Agreement

Specific commercial terms may be contained in an order form, proposal, quotation or separate subscription agreement between B2B Orderly Limited and the Customer.

Those commercial terms may include:

• Subscription fees
• Billing frequency
• Subscription term
• Customer portal charges
• Implementation or onboarding services
• Integration services
• Payment terms
• Additional agreed services

If there is a conflict between these Terms and an executed commercial agreement, the executed commercial agreement will prevail to the extent of that conflict.

4. Accounts and Authorised Users

Customers are responsible for:

• Providing accurate account information
• Maintaining the confidentiality of login credentials
• Controlling which users are authorised to access their account
• Assigning appropriate roles and permissions
• Promptly disabling access for users who should no longer have access
• Activities carried out through their authorised accounts

Users must not share credentials in a manner that compromises account security.

Customers must notify B2B Orderly promptly if they become aware of unauthorised access to their account.

5. Supplier and Customer Portal Responsibilities

B2B Orderly may allow a subscribing supplier to provide customer portals to its business customers.

The supplier remains responsible for its commercial relationship with those customers, including:

• Products supplied
• Pricing
• Product availability
• Customer-specific catalogues
• Order acceptance
• Fulfilment
• Shipping
• Returns
• Credits
• Product warranties
• Tax treatment
• Other commercial matters relating to the supplier's goods or services

B2B Orderly provides the software platform used to manage these processes but is not the seller of the supplier's goods.

6. Employee Ordering and Allocations

B2B Orderly may allow customer organisations to create and manage employees or authorised users and configure ordering rules for them.

These may include:

• Quantity-based allocations
• Budget-based allowances
• Product entitlements
• Approval requirements
• Customer-specific ordering rules

The Customer is responsible for ensuring these configurations accurately reflect its internal policies.

B2B Orderly does not independently determine an employee's entitlement to goods.

7. Fees and Payment

Fees for B2B Orderly are agreed with the Customer through the applicable commercial agreement, proposal, quotation or invoice.

Unless otherwise stated in that agreement:

• Fees are exclusive of applicable taxes
• Customers are responsible for paying applicable GST or other taxes
• Invoices must be paid by the due date shown on the invoice

B2B Orderly may suspend access to paid Services where undisputed amounts remain overdue after reasonable notice has been given.

Public pricing is not required to be displayed on the website.

8. Customer Data

"Customer Data" means information, content and records submitted to or generated through the Services by or on behalf of the Customer.

As between B2B Orderly and the Customer:

The Customer retains ownership of its Customer Data.

The Customer grants B2B Orderly the rights reasonably necessary to:

• Host the data
• Process the data
• Back up the data
• Display the data to authorised users
• Transmit the data as required by configured integrations
• Provide support
• Maintain and improve the operation, reliability and security of the Services

B2B Orderly will not acquire ownership of Customer Data merely because it is stored or processed through the platform.

9. Personal Information and Employee Data

Customers may provide personal information relating to employees, customer users, administrators and other individuals.

The Customer confirms that it has the authority and appropriate lawful basis to provide this information for use through B2B Orderly.

Where B2B Orderly holds or processes personal information solely on behalf of a Customer in order to provide the Services, B2B Orderly will use that information only for providing, maintaining, securing and supporting the Services or as otherwise required by law.

Customers are responsible for providing their employees and users with appropriate privacy notices and information about the use of B2B Orderly where required by applicable privacy law.

Customers must not upload personal information that they are not authorised to provide.

B2B Orderly's handling of personal information is further described in the Privacy Policy.

10. Acceptable Use

Users must not use B2B Orderly to:

• Break any applicable law
• Access another organisation's information without authorisation
• Attempt to bypass authentication or security controls
• Introduce malware, viruses or harmful code
• Interfere with the availability or performance of the Services
• Probe, scan or test systems for vulnerabilities without written authorisation
• Reverse engineer the Services except where permitted by law
• Use the platform to send unlawful, fraudulent or abusive material
• Use another person's credentials without authority

B2B Orderly may investigate suspected misuse and take reasonable steps to protect the platform and its users.

11. Intellectual Property

B2B Orderly Limited owns or licenses all intellectual property rights relating to the B2B Orderly platform, including:

• Software
• Source code
• User interfaces
• Platform design
• Documentation
• Branding
• Logos
• Platform functionality

Except for the rights expressly granted under these Terms, no intellectual property rights are transferred to the Customer.

Customers retain ownership of their own:

• Data
• Logos
• Product information
• Product images
• Branding
• Documents
• Other content uploaded by them

12. Confidentiality

Each party may receive confidential business, technical or commercial information from the other party.

Each party agrees to:

• Protect confidential information using reasonable care
• Use confidential information only for purposes connected with the Services
• Not disclose confidential information except to personnel, contractors or advisers who need it and are subject to confidentiality obligations

These obligations do not apply to information that:

• Is publicly available without breach
• Was already lawfully known
• Is independently developed
• Must be disclosed by law

13. Security

B2B Orderly will maintain reasonable technical and organisational safeguards designed to protect the Services and information processed through them.

Customers are responsible for maintaining appropriate security within their own organisation, including user access, passwords and endpoint devices.

No internet-connected system can be guaranteed to be completely secure.

14. Third-Party Services and Integrations

The Services may integrate with or rely upon third-party products and services.

Third-party services may include:

• Cloud infrastructure
• Email services
• Payment providers
• Accounting systems
• ERP systems
• Analytics and monitoring services
• Shipping or logistics services
• Other configured integrations

Third-party services are subject to their own availability and terms.

B2B Orderly is not responsible for outages or changes caused solely by third-party services outside B2B Orderly's reasonable control.

15. Service Availability and Maintenance

B2B Orderly aims to provide a reliable service but does not guarantee uninterrupted or error-free availability unless a separate written service level agreement expressly provides otherwise.

The Services may occasionally be unavailable due to:

• Planned maintenance
• Emergency maintenance
• Security updates
• Infrastructure failures
• Internet or telecommunications failures
• Third-party provider outages
• Events beyond reasonable control

Where practical, B2B Orderly will seek to minimise disruption.

16. Platform Changes

B2B Orderly may improve, update or modify the Services over time.

We will not intentionally remove material paid functionality during an active subscription without reasonable consideration of the impact on affected Customers.

B2B Orderly may make changes where reasonably necessary for:

• Security
• Legal compliance
• Reliability
• Performance
• Third-party compatibility
• Product improvement

17. Suspension

B2B Orderly may suspend access to all or part of the Services where reasonably necessary because of:

• A serious security risk
• Unlawful activity
• Material breach of these Terms
• Repeated misuse of the Services
• Failure to pay undisputed overdue fees after reasonable notice
• A legal or regulatory requirement

Where reasonably possible, B2B Orderly will notify the Customer and provide an opportunity to resolve the issue.

18. Termination

A Customer may terminate its subscription in accordance with its applicable commercial agreement.

Either party may terminate an agreement immediately if the other party:

• Materially breaches the agreement and fails to remedy the breach within a reasonable period after written notice
• Becomes insolvent or ceases business
• Uses the Services unlawfully in a manner that cannot reasonably be remedied

Termination does not affect rights or obligations that arose before termination.

19. Customer Data Following Termination

Customers should export information they require before their access ends where export functionality is available.

Upon reasonable request, B2B Orderly may provide reasonable assistance with retrieval of Customer Data in an available format.

Following termination, B2B Orderly may delete or anonymise Customer Data after a reasonable retention period, except where retention is required for:

• Legal obligations
• Financial records
• Security
• Fraud prevention
• Backup integrity
• Dispute resolution

Personal information will not be retained longer than reasonably necessary for the relevant purpose.

20. Warranties

Each party warrants that it has authority to enter into its agreement.

B2B Orderly will provide the Services with reasonable care and skill.

Except to the extent required by law or expressly agreed in writing, no other warranty is given regarding uninterrupted availability or that the Services will meet every individual business requirement.

21. Limitation of Liability

Nothing in these Terms limits any liability that cannot lawfully be limited or excluded.

To the maximum extent permitted by law:

Neither party will be liable to the other for indirect, incidental, special or consequential loss, including loss of anticipated profits, revenue, goodwill or business opportunity, except where such exclusion is prohibited by law.

Unless otherwise agreed in writing, each party's total aggregate liability arising from the Services during any 12-month period will not exceed the total fees paid or payable by the Customer to B2B Orderly for the Services during the 12 months immediately preceding the event giving rise to the claim.

This limitation does not apply to liability arising from:

• Fraud
• Wilful misconduct
• A party's obligation to pay amounts properly due
• Liability that cannot legally be excluded or limited

22. Force Majeure

Neither party is liable for failure or delay caused by circumstances outside its reasonable control, including natural disasters, widespread internet or telecommunications failures, government action, war, civil disturbance or major third-party infrastructure failure.

This does not excuse a Customer from paying fees already due for Services provided.

23. Changes to These Terms

B2B Orderly may update these Terms from time to time.

The current version will be published on the B2B Orderly website with the date of the latest update.

Material changes affecting existing Customers will be communicated reasonably where appropriate.

24. Governing Law

These Terms and any dispute arising from them are governed by the laws of New Zealand.

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

25. Contact

Questions about these Terms may be sent to:

B2B Orderly Limited
NZBN: 9429053872418
Email: hello@b2borderly.com
Website: https://b2borderly.com