Terms of service

INTRODUCTION

1.1 These Terms & Conditions ("Terms") govern your access to and use of the Exchange Store website, platform and services, including the listing, sale, purchase, authentication, quality control and fulfilment of pre-loved luxury fashion and accessories (together, the "Services").

1.2 The Services are operated by Exchange Store Limited ("Exchange Store", "we", "us" or "our").

1.3 By accessing our website, creating an account, listing an item, purchasing an item or otherwise using our Services, you agree to be bound by these Terms, our Privacy Policy and any other policies published on our website from time to time.

1.4 If you do not agree to these Terms, you must not use our Services.

OUR SERVICES AND ROLE

2.1 Exchange Store operates a curated online resale platform for pre-loved luxury fashion and accessories.

2.2 Our Services may include:

(a) reviewing and approving listings;

(b) facilitating the listing and sale of items;

(d) arranging or facilitating shipping and fulfilment;

(e) conducting quality control and authentication checks;

(f) engaging third-party authentication providers;

(g) facilitating payment of sale proceeds to sellers;

(h) handling customer enquiries, disputes and claims; and

(i) providing related services from time to time.

2.3 Exchange Store is not the manufacturer, designer or original retailer of the items sold through the Services. Items sold through the Services are generally pre-loved and may have signs of prior use.

2.4 Exchange Store provides a curated resale and fulfilment service. We take reasonable steps to inspect, authenticate and quality check items before they are supplied to buyers, but our role does not make us the manufacturer of any item.

2.5 We may update, modify, suspend or discontinue any part of the Services from time to time.

ELIGIBILITY AND ACCOUNTS

3.1 You must be at least 18 years old and capable of entering into legally binding agreements to use our Services.

3.2 You must provide accurate, complete and current information when creating an account or using our Services, and you must keep that information up to date.

3.3 You are responsible for:

(a) maintaining the confidentiality of your account credentials;

(b) all activity conducted through your account; and

3.4 We may suspend, restrict or terminate any account where we reasonably believe that:

(a) these Terms have been breached;

(b) fraudulent, unlawful or suspicious activity has occurred;

(d) your conduct may harm Exchange Store, other users, brand owners or third parties; or

(e) suspension, restriction or termination is otherwise reasonably necessary to protect the integrity of the Services.

NEW ZEALAND CONSUMER LAW

4.1 Exchange Store acts in trade.

4.2 Nothing in these Terms excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded under New Zealand law, including the Consumer Guarantees Act 1993, the Fair Trading Act 1986 and the Privacy Act 2020.

4.3 Where you acquire goods or services for the purposes of a business, and to the extent permitted by law, you agree that the Consumer Guarantees Act 1993 does not apply.

4.4 Any disclaimers, limitations of liability, exclusions or return restrictions in these Terms apply only to the extent permitted by law.

LISTING ITEMS FOR SALE

5.1 Seller Warranties

By listing an item with Exchange Store, or otherwise providing an item to Exchange Store for sale, you represent and warrant that:

(a) you are the legal owner of the item or otherwise have full authority to sell it;

(b) you have the right to provide the item to Exchange Store for inspection, authentication, storage and fulfilment purposes;

(d) the item is not stolen, unlawfully obtained, subject to any security interest, finance arrangement, encumbrance, lien or third-party claim;

(e) all descriptions, photographs, condition disclosures, brand details, sizing information, measurements, provenance information and other listing information are accurate, complete and not misleading;

(f) any repairs, alterations, modifications, replacement parts, missing accessories, missing authenticity cards, missing dust bags, missing boxes or other relevant details have been fully disclosed;

(g) the item complies with all applicable laws and regulations;

(h) the item does not infringe any third-party intellectual property rights; and

(i) you will promptly provide any additional information reasonably requested by Exchange Store in relation to the item.

5.2 Listing Approval

(a) All listings are subject to review and approval by Exchange Store.

(b) Exchange Store may accept, reject, remove, edit, suspend or request changes to any listing at its discretion.

(d) Exchange Store may set minimum listing standards, brand criteria, pricing guidance or presentation requirements from time to time.

5.3 Prohibited Items

You must not list or provide to Exchange Store:

(a) counterfeit, replica or imitation goods;

(b) stolen goods;

(d) unlawful, unsafe or recalled products;

(e) goods that are materially damaged, altered or misdescribed unless fully disclosed and accepted by Exchange Store;

(f) goods prohibited by applicable law; or

(g) any item Exchange Store reasonably considers inconsistent with its brand, policies or customer expectations.

5.4 Seller Responsibility

The seller remains responsible for the accuracy, authenticity, legality and ownership of any item provided to Exchange Store. Exchange Store’s inspection, approval, authentication or publication of a listing does not release the seller from these obligations.

FEES, COMMISSIONS AND PRICING

6.1 Exchange Store charges commission fees in accordance with the fee structure published on its website at the time of sale, unless otherwise agreed in writing.

6.2 As at the date of these Terms, Exchange Store's commission rates are:

(a) 28% for items sold between NZD $100 and NZD $499.99;

(b) 23% for items sold between NZD $500 and NZD $999.99;

(d) 15% for items sold between NZD $2,000 and NZD $3,999.99; and

(e) 11% for items sold at NZD $4,000 or above.

6.3 Exchange Store may amend its commission structure from time to time by updating the information published on its website.

6.4 Any fee calculator, commission calculator or payout estimate provided on the website is indicative only.

6.5 Actual fees, commissions and seller proceeds may vary depending on:

(a) the fee structure applicable at the time of sale;

(b) the final sale price;

(d) authentication fees or third-party authentication costs;

(e) payment processing charges;

(f) return freight or failed sale costs;

(g) discounts, promotions or agreed adjustments; and

(h) any other charges disclosed by Exchange Store.

6.6 Any changes to fees will apply prospectively and will not affect completed transactions, unless required by law or agreed with the relevant user.

6.7 Sellers are responsible for any taxes, duties or other amounts payable in connection with their sales, unless Exchange Store is legally required to collect or remit those amounts.

SALE PROCESS

7.1 Listing and Sale

(a) A listing is not guaranteed to be published or sold.

(b) Once a buyer purchases an item, the seller must promptly send the item to Exchange Store’s nominated New Zealand address in accordance with our instructions.

(c) Exchange Store may cancel the sale if the seller does not provide the item within the timeframe specified by Exchange Store.

7.2 Inspection, Quality Control and Authentication

After receiving an item, Exchange Store may inspect the item to assess:

(a) authenticity;

(b) consistency with the listing description;

(d) brand, style, colour, size and measurements;

(e) accessories, packaging, authenticity cards and other inclusions;

(f) any repairs, alterations or replacement parts; and

(g) any undisclosed defects, damage or signs of misrepresentation.

7.3 Third-Party Authentication

(a) For handbags over NZD $1,000, Exchange Store may use My Haute NZ or another third-party authentication provider.

(b) Exchange Store may also use third-party authentication providers for other items at its discretion.

(c) Exchange Store may rely on assessments provided by its appointed authentication partners when determining authenticity.

(d) Third-party authentication may involve disclosure of item information, images, order details and other relevant information to the authentication provider.

7.4 Condition Assessments

(a) Exchange Store assesses item condition based on reasonable inspection and resale industry practice.

(b) Condition descriptions and grading involve a degree of subjective judgment.

(d) Photographs form part of the item description. Buyers should review all photographs and descriptions before purchasing.

(e) Screen settings, lighting and photography may affect the appearance of colour, texture and detail.

IF AN ITEM FAILS INSPECTION OR AUTHENTICATION

8.1 If Exchange Store reasonably determines that an item:

(a) is counterfeit or likely counterfeit;

(b) is materially different from the listing;

(d) has undisclosed repairs, alterations, damage or missing components;

(e) cannot reasonably be authenticated;

(f) may be stolen, unlawful or subject to a third-party claim; or

(g) otherwise fails Exchange Store’s quality control requirements,

Exchange Store may, at its discretion:

(h) cancel the sale;

(i) refuse the item;

(j) withhold seller payout;

(k) refund the buyer;

(l) return the item to the seller at the seller’s cost;

(m) retain the item while investigating the issue;

(n) suspend or terminate the seller’s account;

(o) remove any other listings by the seller;

(p) recover from the seller any losses, refunds, chargebacks, authentication costs, shipping costs, return costs, administrative costs or other expenses reasonably incurred by Exchange Store; and/or

(q) take any other reasonable step available under these Terms or at law.

8.2 Where Exchange Store reasonably suspects fraud, unlawful conduct or counterfeit trading, Exchange Store may retain relevant information and cooperate with law enforcement, brand owners, payment providers, authentication providers or other relevant parties as permitted by law.

8.3 Exchange Store reserves the right not to return any item reasonably suspected to be counterfeit where returning the item may be unlawful, expose Exchange Store to liability, or be inconsistent with the protection of consumers, brand owners or applicable law.

8.4 The seller is responsible for any losses, costs, claims, chargebacks, refunds or expenses reasonably incurred by Exchange Store arising from the seller providing a counterfeit, stolen, unlawful, materially misdescribed or otherwise non-compliant item.

SELLER SHIPPING OBLIGATIONS

9.1 Sellers must:

(a) package items safely and appropriately;

(b) send items within the timeframe specified by Exchange Store;

(d) use tracked shipping where requested;

(e) use signature-required delivery where requested;

(f) provide proof of shipment if requested; and

(g) retain shipping receipts and tracking information until the transaction is complete.

9.2 Unless otherwise agreed in writing or required by law, the seller bears the risk of loss or damage until the item is received by Exchange Store.

9.3 If the seller fails to ship the item within the required timeframe, Exchange Store may cancel the order, refund the buyer and take any other action reasonably necessary.

BUYER PURCHASES

10.1 By purchasing an item, you acknowledge and agree that:

(a) you have read the listing description carefully;

(b) you have reviewed all photographs;

(d) colours, textures and appearance may vary slightly due to screen settings, lighting and photography;

(e) each item is unique and subject to availability; and

(f) your purchase is subject to the item passing Exchange Store’s inspection, quality control and authentication checks.

10.2 A contract for purchase is formed when payment is successfully processed and Exchange Store confirms the order, subject to the item passing inspection, quality control and authentication.

10.3 Exchange Store may cancel or refuse any order in accordance with these Terms.

PRICING, PAYMENT AND ORDER CANCELLATION

11.1 All prices are displayed in New Zealand dollars (NZD) unless stated otherwise.

11.2 Exchange Store may use third-party payment processors. By making a purchase, you authorise Exchange Store and its payment providers to process your payment.

11.3 Exchange Store may cancel or refuse any order where it reasonably believes that:

(a) payment has not been authorised;

(b) there is suspected fraud or unlawful activity;

(d) the seller fails to deliver the item to Exchange Store;

(e) the item fails inspection, quality control or authentication;

(f) there is a genuine pricing, listing or technical error;

(g) the buyer has breached these Terms; or

(h) cancellation is otherwise reasonably necessary to protect Exchange Store, users or third parties.

11.4 If Exchange Store cancels an order before completion, Exchange Store will refund amounts paid for that order using the original payment method, unless otherwise agreed or required by law.

11.5 Exchange Store is not responsible for delays caused by payment providers, banks, card issuers or other third parties, except to the extent required by law.

DELIVERY TO BUYERS

12.1 Once an item has passed inspection, quality control and authentication, Exchange Store will arrange for the item to be shipped to the buyer.

12.2 Delivery timeframes are estimates only and may be affected by courier delays, public holidays, weather, customs, incorrect address details or other matters outside Exchange Store’s reasonable control.

12.3 Buyers must provide accurate and complete delivery information.

12.4 Exchange Store is not responsible for delivery failure or delay caused by incorrect or incomplete delivery information provided by the buyer.

12.5 If a buyer authorises a courier to leave an item without signature, in an unattended location, or otherwise contrary to Exchange Store’s delivery instructions, the buyer accepts the risk of loss or damage once the courier records the item as delivered.

SELLER PAYOUT

13.1 Seller payout is made only after:

(a) the buyer has paid in full;

(b) the item has been received by Exchange Store;

(d) any applicable buyer claim period, holding period or fraud review period has passed; and

(e) the seller has provided correct payout details.

13.2 Exchange Store may hold seller funds for up to [insert number] days following delivery to the buyer to allow for quality, authenticity, delivery, fraud, chargeback and dispute-related reviews.

13.3 Exchange Store may delay, withhold, deduct from or set off seller payout where reasonably necessary to investigate or address:

(a) fraud or suspected fraud;

(b) chargebacks;

(d) buyer complaints;

(e) returns or refund claims;

(f) shipping issues;

(g) policy breaches;

(h) suspected counterfeit, stolen or misdescribed items;

(i) incorrect payout details;

(j) amounts owed by the seller to Exchange Store; or

(k) any other risk event reasonably connected to the transaction.

13.4 Exchange Store is not responsible for payment delays caused by incorrect bank account details or payout information provided by the seller.

13.5 If funds are paid to an incorrect account due to incorrect information provided by the seller, Exchange Store may be unable to recover those funds and is not required to re-pay the seller unless required by law.

RETURNS, REFUNDS AND CLAIMS

14.1 Change of Mind

Because Exchange Store specialises in pre-loved luxury items, all sales are generally final. Exchange Store does not accept returns for change of mind, incorrect fit, buyer’s remorse or a change in personal preference.

14.2 Consumer Rights Not Excluded

Nothing in these Terms excludes any rights a buyer may have under New Zealand consumer law, including where goods are not of acceptable quality, are not fit for purpose or do not match their description.

14.3 Items Not as Described

If you believe an item is materially not as described, damaged in a way not disclosed, inauthentic, or otherwise subject to a valid legal claim, you must contact Exchange Store within [3 / 5 / 7] days of delivery and provide:

(a) your order details;

(b) clear photographs;

(d) any supporting evidence; and

(e) any other information reasonably requested by Exchange Store.

14.4 Exchange Store may require the item to be returned before determining the claim.

14.5 Buyers must not use, alter, clean, repair, damage, dispose of or further handle an item in a way that may affect assessment of the claim.

14.6 If Exchange Store accepts a claim, Exchange Store may, subject to applicable law:

(a) arrange a repair;

(b) provide a replacement where possible;

(d) cancel the sale;

(e) recover amounts from the seller; or

(f) provide another remedy required by law.

14.7 Exchange Store may decline a claim where it reasonably determines that:

(a) the issue was disclosed in the listing;

(b) the issue is consistent with the item’s age, use and stated condition;

(d) the item does not fit or suit the buyer;

(e) the buyer has damaged, altered, worn, used or mishandled the item after delivery;

(f) the claim is made outside the required timeframe, except where the buyer has non-excludable legal rights; or

(g) the claim is otherwise not supported by the evidence provided.

AUTHENTICITY

15.1 Exchange Store undertakes authentication and quality control processes designed to identify counterfeit and misrepresented items before they are supplied to buyers.

15.2 Exchange Store’s authentication process may include in-house review, inspection of item materials and construction, review of photographs and listing information, comparison against known brand details, and/or review by third-party authentication providers.

15.3 For handbags over NZD $1,000, Exchange Store may use My Haute NZ or another third-party authentication provider.

15.4 Authentication is based on the item, information, materials, photographs and supporting details available at the time of assessment.

15.5 No authentication process is infallible.

15.6 Nothing in these Terms limits any rights or remedies that cannot lawfully be excluded.

15.7 Where a buyer raises a genuine authenticity concern, Exchange Store may investigate and request further evidence. Buyers and sellers must cooperate reasonably with any such investigation.

15.8 Exchange Store may rely on the opinion of its appointed authentication providers in determining an authenticity claim.

15.9 Unless required otherwise by law, Exchange Store’s determination of authenticity, including any determination based on an appointed authentication provider’s assessment, is final.

INTELLECTUAL PROPERTY AND LISTING CONTENT

16.1 You retain ownership of content you upload or provide to Exchange Store, including listing descriptions, photographs and other materials.

16.2 By submitting content to Exchange Store, you grant Exchange Store a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, adapt, edit, publish, display, distribute and otherwise use that content for the purposes of operating, promoting and improving Exchange Store and the Services.

16.3 This licence includes use of your content:

(a) on the Exchange Store website;

(b) in social media content;

(d) in advertising and promotional materials;

(e) in customer support and dispute handling; and

(f) in connection with resale, relisting or archive purposes.

16.4 You warrant that any content you provide:

(a) is accurate and lawful;

(b) does not infringe any third-party rights;

(d) may lawfully be used by Exchange Store for the purposes described in these Terms.

16.5 Exchange Store may edit, remove or refuse to publish any content at its discretion.

16.6 All intellectual property rights in the Exchange Store website, brand, logo, design, text, images, layout, software and other materials created by or for Exchange Store remain owned by or licensed to Exchange Store.

16.7 You must not copy, reproduce, modify, distribute, scrape, commercially exploit or otherwise use Exchange Store’s intellectual property without our prior written consent.

PROHIBITED CONDUCT

17.1 You must not:

(a) use the Services unlawfully or fraudulently;

(b) list, provide, buy or attempt to sell counterfeit, replica, stolen or unlawful goods;

(d) interfere with the security, integrity or operation of the Services;

(e) scrape, crawl, harvest or extract data from the website;

(f) upload malware, viruses or harmful code;

(g) infringe intellectual property rights;

(h) abuse, harass, threaten, defame or intimidate Exchange Store staff, users or third parties;

(i) impersonate another person or entity;

(j) attempt to avoid Exchange Store fees, processes or payment systems;

(k) encourage users to transact outside the Exchange Store platform;

(l) misuse personal information obtained through the Services;

(m) engage in conduct that may damage Exchange Store’s reputation or goodwill; or

(n) otherwise breach these Terms or any applicable law.

THIRD-PARTY SERVICES

18.1 Exchange Store’s Services may rely on third-party providers, including:

(a) Shopify or other platform providers;

(b) payment processors;

(d) authentication providers;

(e) analytics providers;

(f) customer support tools;

(g) marketing platforms;

(h) software providers; and

(i) cloud hosting providers.

18.2 Exchange Store is not responsible for third-party services, websites, platforms, delays, outages or errors, except to the extent required by law.

18.3 Third-party terms and privacy policies may apply to your use of or interaction with those services.

PRIVACY

19.1 Exchange Store collects, uses, stores and discloses personal information in accordance with its Privacy Policy.

19.2 By using the Services, you acknowledge that your personal information may be collected, used, stored and disclosed as described in the Privacy Policy.

19.3 Sellers and buyers must not misuse any personal information obtained through the Services, including delivery details, contact details or transaction information.

SUSPENSION AND TERMINATION

20.1 Exchange Store may suspend, restrict or terminate your account or access to the Services immediately where Exchange Store reasonably believes that you have:

(a) breached these Terms;

(b) engaged in fraud, suspected fraud or unlawful conduct;

(d) misused the Services;

(e) failed to pay amounts owed to Exchange Store;

(f) created risk for Exchange Store, other users, brand owners or third parties; or

(g) otherwise acted inconsistently with the integrity, safety or reputation of the Services.

20.2 Suspension or termination does not affect any rights, obligations or liabilities accrued before suspension or termination.

20.3 Clauses relating to seller warranties, fees, payouts, refunds, authenticity, intellectual property, privacy, liability, indemnity, governing law and any other clause intended to survive termination will continue after termination.

DISCLAIMER

21.1 To the maximum extent permitted by law, the website and Services are provided on an "as is" and "as available" basis.

21.2 Exchange Store does not guarantee that:

(a) the website will be uninterrupted, secure or error-free;

(b) any item will sell;

(d) any item will meet a buyer’s subjective expectations;

(e) any condition assessment will match every buyer’s personal interpretation of condition;

(f) any authentication or review process will detect every issue in every case; or

(g) any third-party service will be uninterrupted, secure or error-free.

21.3 Nothing in these Terms limits any rights, guarantees or remedies that cannot lawfully be excluded.

LIMITATION OF LIABILITY

22.1 To the maximum extent permitted by law, Exchange Store is not liable for:

(a) indirect, consequential or special loss;

(b) loss of profit;

(d) loss of opportunity;

(e) loss of goodwill;

(f) loss of data;

(g) reputational loss;

(h) losses arising from third-party services;

(i) losses arising from user-provided information; or

(j) losses arising from events outside Exchange Store’s reasonable control.

22.2 To the maximum extent permitted by law, where Exchange Store is found liable to you, Exchange Store’s liability is limited to:

(a) in relation to a buyer, the amount paid by the buyer for the relevant item or service giving rise to the claim;

(b) in relation to a seller, the commission received by Exchange Store in relation to the relevant sale giving rise to the claim; or

as applicable and as permitted by law.

22.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability under the Consumer Guarantees Act 1993 where applicable.

INDEMNITY

23.1 You indemnify Exchange Store and its directors, officers, employees, contractors, agents and related entities against any claims, losses, liabilities, damages, costs and expenses arising from or in connection with:

(a) your breach of these Terms;

(b) your listing content;

(d) your breach of any seller warranty;

(e) your misuse of the Services;

(f) your infringement of any third-party rights;

(g) your misuse of personal information;

(h) your fraud, negligence or unlawful conduct; or

(i) any claim by a buyer, brand owner, payment provider, courier, authentication provider or third party arising from an item you listed or supplied.

23.2 The indemnity in this clause applies only to the extent permitted by law.

FORCE MAJEURE

24.1 Exchange Store is not liable for any delay or failure to perform its obligations where the delay or failure is caused by events beyond its reasonable control, including natural disasters, extreme weather, strikes, supply chain disruption, courier delays, war, terrorism, epidemic, pandemic, government action, power failure, internet failure, platform outage, payment provider outage or other similar events.

CHANGES TO THESE TERMS

25.1 Exchange Store may update these Terms from time to time by posting the updated version on its website.

25.2 Changes apply from the date stated at the top of the updated Terms.

25.3 If Exchange Store makes a material change, it may take reasonable steps to notify users.

25.4 Your continued use of the Services after the updated Terms are posted constitutes acceptance of the updated Terms, to the extent permitted by law.

NOTICES

26.1 Exchange Store may contact you using the email address, phone number, postal address or account details provided by you.

26.2 You are responsible for ensuring your contact details are accurate and up to date.

26.3 Notices from you to Exchange Store should be sent to the contact details set out at the end of these Terms.

GOVERNING LAW AND DISPUTES

27.1 These Terms are governed by the laws of New Zealand.

27.2 You submit to the non-exclusive jurisdiction of the courts of New Zealand.

27.3 Nothing in these Terms prevents a consumer from using any dispute resolution avenue available under New Zealand law, including the Disputes Tribunal, where applicable.

27.4 Before commencing formal proceedings, you agree to contact Exchange Store and give us a reasonable opportunity to resolve the matter, except where urgent relief is required or where this requirement would be inconsistent with your legal rights.

GENERAL

28.1 If any part of these Terms is found to be invalid, unlawful or unenforceable, that part will be modified or severed to the minimum extent necessary, and the remaining Terms will continue in full force.

28.2 A failure or delay by Exchange Store to enforce any right under these Terms does not waive that right.

28.3 You may not assign, transfer or subcontract your rights or obligations under these Terms without Exchange Store’s prior written consent.

28.4 Exchange Store may assign, transfer or subcontract its rights or obligations under these Terms where reasonably necessary for business, operational, restructuring or sale purposes.

28.5 These Terms, together with the Privacy Policy and any other policies referenced on the website, form the entire agreement between you and Exchange Store in relation to the Services.

CONTACT DETAILS

Questions about these Terms should be sent to:

Exchange Store Limited

Email: admin@exchangestore.com

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