1. General

1.1 These Terms and Conditions of Trade (“Terms”) apply to all supplies of Products by us to you unless otherwise expressly stated. Our willingness to accept an order from you to supply Products is conditional on the Terms (including as varied from time to time) applying to every order you make. This is essential to our willingness to accept an order and supply Products such that we would not have accepted the order or supplied Products to you but for your acceptance of these Terms.

1.2 We supply only to customers in Australia and New Zealand. If you are outside those jurisdictions, please contact us at info@wholesalesolutions.co.nz.

1.3 By placing an order, opening an account, or purchasing a subscription, you are deemed to have accepted these Terms.

1.4 No other terms (including any you purport to apply under your purchase order or standard terms) will apply unless we expressly agree in writing.

1.5 Strictly trade only. We supply only trade customers. You will need a Trade Account to log in, view prices, and process your order through the Site.

1.6 Except for pages identifying products that are not restricted, you must be at least 18 years of age in order to view or possess material of an adult nature.

1.7 All prices are excluding GST. Payment for Products is secured by a reservation of title and security interest in our favour.

1.8 We have the right to change any price at any time.

1.9 Images and descriptions displayed on the Site are for reference only and may differ slightly from the actual item sent. This may occur when manufacturing or packaging changes without prior notice. We may change the content, products, images and descriptions to meet supply requirements or for any other reason in our sole discretion.

1.10 Notwithstanding any indications on our Site, delivery times are estimates and not promised. We do not offer a “SALE or RETURN” policy.

1.11 We may, acting reasonably, reject any order placed with us without giving any reason. If an order is rejected, we will attempt to notify you by email or telephone. If we reject an order, we will refund payments made in connection with that order.

1.12 All credit/debit card transactions will appear as “Wholesale Solutions Ltd” on your bank or credit card statement.

2. Definitions

2.1 In this terms and conditions unless the context otherwise requires, the following definitions apply:

ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business or Working Day means a day on which banks are open for business in Wellington, New Zealand (excluding Saturdays, Sundays and public holidays in Wellington, New Zealand).

Confidential Information means all know-how, financial information, methods, processes, customer lists and contact information, information to which the Privacy Act 2020 or Privacy Act 1988 (Cth) might apply, and other commercially valuable or sensitive information in whatever form and any other documents, material or information of whatever description which a party regards as confidential, proprietary or of a commercially sensitive nature (whether relating to IP or not).

CGA means the New Zealand Consumer Guarantees Act 1993.

Customer means the end consumer who purchases products from you.

Dropship Services means the fulfilment services we provide where we ship products directly to your Customers on your behalf.

Force Majeure includes any event or circumstance, or combination of events or circumstances, that:

1. Is beyond the reasonable control of the affected party;
2. Could not reasonably have been prevented, avoided or overcome by that party using reasonable care and commercially reasonable endeavours; and
3. Prevents or materially delays that party from performing one or more of its obligations to the other, including:
1. natural events or natural disasters;
2. epidemic, pandemic or other outbreaks of disease and any related governmental or regulatory restrictions, orders or advisories;
3. war (whether declared or not), civil unrest, riot, act of terrorism, sabotage or criminal damage;
4. act of any government or public authority, including embargo, expropriation, change of law, or imposition of sanctions or restrictions;
5. failure or interruption of utilities or essential services (including power, water, telecommunications or internet services) not caused by the affected party; and
6. malicious act by a third party preventing performance of a party’s obligations to the other;
7. national or regional industrial action, strike, lockout or other labour dispute not limited to the workforce of the affected party, but excluding lack of funds, and events or circumstances resulting from the affected party’s own negligence, wilful default, or failure to perform an obligation that was reasonably within its control.

GST means goods and services tax payable under the New Zealand Goods and Services Tax Act 1985 or any other legislation imposing goods and/or services tax in NZ or Australia (whether state or federal).

Intellectual Property or IP means all statutory, common law and proprietary rights including copyright, trade marks, get up, designs, patents, domain names, trade secrets and know-how, whether registered or unregistered.

AUS PPSA means the Personal Property Securities Act 2009 (Cth).

NZ PPSA means the Personal Property Securities Act 1999.

PPSR means the Personal Property Securities Register in New Zealand and Australia.

Products means the goods and services we provide and expressly include dropship and subscription services.

Retailer or you means the business entity that opens an account with us and purchases Products for resale in trade, including online retailers.

Site means www.wholesalesolutions.co.nz, its links, network or referrals.

Subscription means the data feed service we provide.

3. Account Registration and Eligibility

3.1 You warrant that you are acquiring the Products solely for business purposes and in trade (not as a consumer). This is essential to our willingness to do business with you.

3.2 You must complete our account application process and provide any information we reasonably request. If you do not, then we have the option not to trade with you.

3.3 You are responsible for:

1. keeping your login credentials secure; and
2. ensuring all information you provide is true, current and complete.

4. Orders and Acceptance

4.1 You may place orders via our wholesale portal, EDI/API integration or any other method we approve.

4.2 An order is an offer by you to purchase Products. We may accept or reject orders at our discretion, including where stock is unavailable or account limits are exceeded.

4.3 An order is not binding on us until we confirm acceptance in writing (including by email or automated order confirmation) or by dispatching the Products.

4.4 You must ensure orders (including SKU, quantity and shipping details) are correct. We are not responsible for errors resulting from incorrect information supplied by you.

5. Pricing and Payment

5.1 Unless otherwise stated, prices are:

1. in New Zealand currency;
2. exclusive of GST/VAT, customs duties, import charges and any other taxes; and
3. exclusive of shipping, insurance and handling fees.

5.2 Our subscription establishment fee is payable at commencement of the subscription. unless you are an existing wholesale customer with access to our data fee.

5.3 Monthly subscription fees are payable monthly in advance on until the subscription ends.

5.4 We may update prices (including our subscription fees) at any time. Updated prices apply to orders placed after the effective date of the change but not to orders accepted by us prior to the price change.

5.5 Payment terms are as stated in our approval of your account or on the invoice (e.g. prepayment, credit card, or on the 20th of the month following the invoice date).

5.6 Where credit/debit card payments are accepted, they are processed on our Site through an independent payment service provider. Wholesale Solutions Ltd does not store or keep any credit or debit card details at its business location or at a remote location. Payment details submitted will only be used to process your order with our payment provider and will not be held against your account.

5.7 If you fail to pay any amount when due or a payment bounces or is clawed back for any reason:

1. we may suspend further deliveries and services;
2. we may charge interest on overdue amounts at 12.5% per annum from the date payment is overdue (or the maximum rate permitted by law, if lower), calculated daily; and
3. you must pay all reasonable costs we incur in recovering overdue amounts (including without limitation all legal costs as between lawyers).

6. PPSR

6.1 These provisions apply to all Products we supply you in trade, all of your rights in the Products and all Proceeds (as that term is defined in the New Zealand PPSA and the AUS PPSA) of those Products until all secured obligations to us have been fully performed and discharged. .

6.2 Retention of Title - Title in all Products supplied by us to you (including future Products and Products supplied on credit) does not pass to you until we have received full payment of all amounts you owe us, whether relating to those Products or any other Products supplied by us (“All-Monies ROT”).

6.3 Until title passes, you hold the Products as bailee only and must:

1. store the Products separately and clearly identify them as our property;
2. not obliterate, obscure or remove any identifying marks;
3. keep the Products in good condition; and
4. provide evidence to our reasonable satisfaction that the Products are insured for their full replacement value.

6.4 Security Interest – To secure payment of all amounts owing to us, and the performance of all your obligations under these Terms, you acknowledge that this clause creates in our favour a security interest in:

1. all Products we supply to you (whether present or after-acquired); and
2. all Proceeds.

6.5 To the extent the Products are supplied on credit or terms allowing deferred payment, our security interest is a purchase money security interest (PMSI) under the NZ PPSA (s 16, s 22) and the AUS PPSA (s 14).

6.6 You must do all things we require to perfect and maintain our security interest (including our PMSI), including:

1. signing documents;
2. providing information; and
3. enabling registration of financing statements/financing change statements in New Zealand and Australia.

6.7 You must not lodge a financing statement or amendment affecting the Products without our prior written consent.

6.8 You must immediately notify us of any material change to your legal structure, ownership, contact details, or any information required to maintain the accuracy of a PPSR registration.

6.9 Dealing with Products Before Title Passes - You may sell the Products in the ordinary course of business as principal and not as agent, before title passes. Despite the permitted sale, you acknowledge that:

1. such dealing gives rise to Proceeds, and
2. our security interest automatically attaches to all Proceeds, including:

1. sale proceeds;
2. insurance proceeds;
3. book debts;
4. accounts receivable; and
5. bank accounts into which proceeds are deposited.

6.10 You must hold the Proceeds on trust for us and must not mix them with other funds unless necessary for your banking operations; if mixed, at minimum you must account to us for Proceeds and, to the extent practicable, keep them identifiable. Our security interest continues in the mixed funds.

6.11 Default and Repossession - If you fail to pay any amount when due, or we consider your creditworthiness has materially deteriorated, or you become insolvent (each a “Default Event”), then without limiting any other rights we may have:

1. we may suspend further deliveries;
2. all amounts you owe become immediately due;
3. we may enforce our security interest in the Products and the Proceeds; and
4. we may enter (provided that entry is effected peaceably and in accordance with applicable law) any premises where the Products are stored (or are reasonably believed to be stored), with or without your consent, and recover the Products, without liability for trespass to the maximum extent permitted by law.

6.12 You irrevocably authorise us (and our agents) to act under clause 6.11(d) and to obtain from landlords or third parties any necessary consents to enable us to recover the Products.

6.13 PPSA Rights, Waivers and Contracting Out:

1. You waive your rights under the following NZ PPSA provisions to the extent permitted by s 107 of the NZ PPSA - s 114(1)(a), s 116, s 117(1)(c), s 119, s 120(2), s 121, s 125, s 126, s 127, s 128, s 129, s 131, s 132.
2. You waive your rights under the following provisions of the AUS PPSA to the extent permitted - s 95, s 118, s 121(4), s 125, s 130, s 132(3)(d), s.132(4), s 135, s 142, s 143.
3. You agree that to the extent permitted by the NZ PPSA and AUS PPSR:
1. we are not required to give you a verification statement under the NZ PPSA (s 148) or the AUS PPSA (s 157);
2. you must not disclose the terms of this clause except where required by law; and
3. nothing in sections 114(1)(a) or 133 of the NZ PPSA or sections 120, 125, 129, 130, 132 or 132A of the AUS PPSA shall apply.

6.14 Priority - Our PMSI in the Products and their Proceeds is intended to have priority over any other security interest held by any other person, to the maximum extent permitted by the NZ PPSA and the AUS PPSA.

6.15 You must not do anything that would cause our PMSI or general security interest to lose priority, including granting other security interests over the Products or their Proceeds without our written consent.

7. Dropship Services

7.1 Where we agree to provide Dropship Services, we will ship Products directly to your Customers using the shipping method selected by you (where available) or a reasonable alternative.

7.2 You must:

1. ensure that Customer delivery details (including name, address, contact details and any special instructions) are accurate;
2. obtain all necessary consents from Customers to provide their personal information to us for fulfilment and related purposes, in accordance with our Privacy Policy; and
3. ensure your Customer-facing terms and privacy notices clearly explain that Products may be shipped directly by a third-party fulfilment provider.

7.3 You must not represent to Customers that we are the retailer, nor otherwise misrepresent the nature of our relationship.

7.4 Risk in the Products passes to you when the Products are collected by the carrier for delivery (whether to you or your Customer). You are responsible for transit insurance and for managing the relationship with your customer.

7.5 As per clause 6, title to the Products passes to you on our receipt of full payment for those Products.

8. Delivery

8.1 Any delivery dates or times we give are estimates only. We are not liable for delay or failure to deliver caused by Force Majeure events beyond our reasonable control.

8.2 You must promptly notify us (and in any event within 7 Business Days of delivery) if:

1. the Products appear damaged; or
2. the incorrect Products or quantities have been delivered.

8.3 We may deliver Products in instalments and invoice each instalment separately.

9. Retailer Obligations and Compliance (Adult Products)

9.1 You are solely responsible for:

1. ensuring that you and your Customers are legally permitted to purchase and possess the Products in the relevant jurisdiction;
2. complying with all laws that apply to the advertising, promotion, sale and delivery of the Products and related products, including classification, censorship, age-restriction, health claims and therapeutic goods laws; and
3. ensuring your online storefront, marketing materials and packaging are not misleading or deceptive under applicable fair trading and consumer laws.

9.2 You must not:

1. market, sell or deliver the Products to any person under 18 years of age; or
2. make any claims about the Products (including therapeutic, medical or performance claims) that are inaccurate, not substantiated, or otherwise unlawful.

9.3 You indemnify us against any loss, costs or liability arising from your non-compliance with this clause, except to the extent caused by our own breach of law.

10. Product Information, Quality and Safety

10.1 We will take reasonable care to ensure that our product descriptions, images and specifications are accurate and up-to-date. However, minor variations in colour, appearance, packaging or dimensions may occur.

10.2 You must:

1. review all product information, warnings and instructions supplied with the Products;
2. ensure that such information is clearly communicated to your Customers; and
3. notify us promptly of any safety concerns, product defects or adverse Customer feedback.

10.3 You must cooperate with us in relation to any product recall, field correction or safety notice, including by contacting your affected Customers if requested.

11. Returns, Defects and Consumer Laws

11.1 Business-to-Business allocation of responsibilities - As between us and you, and subject to non-excludable consumer protections, we supply the Products to you on a wholesale basis and you are primarily responsible for managing Customer returns, refunds and remedies. You must not make statements to Customers about their rights that are inconsistent with applicable consumer laws in New Zealand or Australia (e.g. “no refunds on sale items” where Products are faulty). Consumer rights cannot be excluded or restricted.

11.2 New Zealand – contracting out of the CGA (B2B) - You acknowledge that:

1. both parties are “in trade”;
2. you are acquiring the Products for the purposes of a business;
3. it is fair and reasonable that the parties contract out of the CGA to the maximum extent permitted by section 43;
4. to the extent permitted by law, the CGA does not apply as between you and us in respect of the supply of Products under these Terms; and
5. this clause is fair and reasonable having regard to the parties respective bargaining positions, the availability of alternatives, and the nature of the Products.

11.3 Australia – consumer guarantees under the ACL – you acknowledge:

1. under the ACL, some purchases by businesses can qualify as “consumer” purchases (e.g. where the price is A$100,000 or less and other conditions are met), and statutory consumer guarantees cannot be excluded.
2. to the extent you acquire Products from us as a consumer under the ACL, our Products come with guarantees that cannot be excluded under the ACL, and you are entitled to the remedies prescribed by that law for major and non-major failures.
3. where permitted by the ACL and in relation to non-consumer supplies:
1. our liability is limited, at our option, to replacing the goods, supplying equivalent goods, repairing the goods, refunding the price paid; and
2. for services, to resupplying the services or paying the cost of resupplying the services.

11.4 Returns process (between us and you):

1. You must not return Products to us without our prior written authorisation. We may in our discretion ask you to allow us to remotely view the Product to be returned.
2. We may, in our discretion and where consistent with applicable law:
1. replace defective Products;
2. provide a credit or refund; or
3. require you to destroy Products locally (with evidence) instead of returning them.
3. For hygiene reasons, we generally do not accept returns of used sex toys except where required by law (e.g. due to a major defect). Your Customer-facing policy should reflect this, in compliance with applicable consumer law.

11.5 Where applicable, you have had the opportunity to seek independent legal and other advice regarding these Terms and the business propositions set out in it. You agree that the parties are in trade and to the extent to which these Terms contract out of sections of the Fair Trading Act 1986 (currently sections 9, 12A, 13 and 14(1)), it is fair and reasonable that the parties are bound by these Terms.

12. Warranties and Liability (B2B relationship)

12.1 Except as expressly set out in these Terms and to the extent permitted by law, we exclude all warranties, representations and guarantees (whether express, implied or statutory) relating to the Products.

12.2 You acknowledge that, as between us and you:

1. you are solely responsible for how the Products are marketed, described and sold to Customers; and
2. you have not relied on any representation or warranty made by us that is not recorded in these Terms.

12.3 To the maximum extent permitted by law, and subject to clauses 11.2 and 11.3:

1. our aggregate liability to you (whether in contract, tort including negligence, equity or otherwise) in connection with the Products is limited to the amount paid by you for the affected Products in the 12 months preceding the claim; and
2. we are not liable for:
1. loss of profit, revenue, goodwill or opportunity;
2. loss of or damage to data; or
3. any consequential, indirect or special loss or damage; in each case except to the extent that such loss cannot lawfully be excluded.

12.4 Any breach of these Terms by you which results in damage to our reputation entitles us to compensation from you for that damage in addition to any other rights or remedies available to us.

13. Intellectual Property

13.1 You acknowledge that in the case of our Products, we are authorised by the IP owner to provide the Products but that we do not warrant that the IP rights held are necessarily free from third party claim. As between you and us, you agree we have rights to use the IP in the Products, packaging, branding, product images, support material, marketing collateral and the Site for sale to you.

13.2 In connection with products owned by us, we grant you a non-exclusive, revocable licence to use our IP (including without limitation our home brand SHARE SATISFACTION and sub-brands) solely for the purpose of marketing and selling the Products in accordance with these Terms.

13.3 You must not during the life of the IP seek to register or use IP that is identical or confusingly similar to IP disclosed on the Site. Without limiting the above, you agree not to:

1. register or use any trade mark or domain name that is identical or confusingly similar to our trade marks or domains; or
2. remove or obscure any trade mark, copyright notice or other proprietary notice on or in relation to the Products or our materials; and
3. reproduce any work in which copyright is claimed.

13.4 Where you have used any content supplied by us in connection with supplying the Products other than as expressly permitted by us, you indemnify us against any loss, cost or harm arising out of or in connection with that content and any allegation of infringement of a third party’s IP or other rights.

14. Confidentiality

14.1 Each party must keep confidential all Confidential Information of the other party except where:

1. disclosure is required by law or to professional advisers under a duty of confidence;
2. Confidential Information is lawfully known to a party (as shown by its written record) prior to the formation of a business relationship according to these Terms
3. Confidential Information enters into the public domain other than as a result of an unauthorised disclosure.

14.2 Subject to clause 14.1 the obligations of confidentiality shall survive termination of the business relationship between the parties and remain in full force and effect.

15. Privacy and Data Protection

15.1 We will handle personal information in accordance with:

1. the New Zealand Privacy Act 2020 and its privacy principles;

the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent they apply to us;

1. the Unsolicited Electronic Messages Act 2007 (NZ) and the Spam Act 2003 (Cth), in relation to commercial electronic messages.

15.2 You must ensure that:

1. you provide your Customers with a privacy notice that complies with applicable laws;
2. you have a lawful basis to disclose Customer information to us for Dropship Services and related purposes; and
3. you do not require us to process personal information in a way that would breach privacy or spam legislation.

15.3 Our detailed Privacy Policy (set out below / linked on our Site) forms part of these Terms.

16. Suspension and Termination

16.1 We may suspend or terminate your account (and any pending orders) immediately by notice if:

1. you fail to pay any amount when due;
2. you breach these Terms and do not remedy that breach within [10] Business Days of notice;
3. we reasonably consider that your conduct or marketing is damaging or may damage our brand or reputation or that of your competitors; or
4. we reasonably consider that your activities are unlawful or high-risk.

16.2 Either party may terminate these Terms for any reason by giving [30] days’ written notice, without affecting any accrued rights or obligations.

16.3 On termination:

1. all outstanding invoices become immediately due and payable; and
2. clauses which by their nature are intended to survive (including those relating to payment, confidentiality, privacy and liability) will continue in force.

17. Force Majeure

17.1 If there is an event of Force Majeure:

1. neither party is responsible for any failure to perform its obligations under if it is prevented or delayed in performing those obligations by an event of Force Majeure;
2. where there is an event of Force Majeure, the party prevented from or delayed in performing its obligations must notify the other party of that delay and the reasons for it as soon as reasonably possible. Each party must use its reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of their obligations to the other and to fulfil its or their obligations under these Terms;
3. where we are prevented from undertaking a delivery by an event of Force Majeure, we are entitled to a reasonable extension of time to that deadline;
4. upon completion of the event of Force Majeure the party affected must as soon as reasonably practicable recommence the performance of its obligations to the other under these Terms;
5. an event of Force Majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event; and
6. if the event of Force Majeure will preclude provision of our obligations within 7 Business days of the event occurring, then we may terminate our business relationship and obligations to you on 20 business days written notice.

18. Governing Law and Disputes

18.1 Except as expressly specified, these Terms shall be construed and interpreted in accordance with and subject to the law of New Zealand in effect from time to time. The parties submit to the jurisdiction of the Courts located in Wellington, New Zealand no matter the location of the event giving rise to a matter to be addressed by the Court.

18.2 Before commencing court proceedings (other than for urgent injunctive relief), the parties will use reasonable efforts to resolve disputes through good-faith negotiation between senior representatives.

18.3 Nothing in this clause prevents a party from bringing proceedings where required by mandatory consumer protection laws.

19. General provisions relating to the interpretation and application of these Terms

19.1 Interpretation: In interpreting this Agreement, the following rules must be applied unless the context otherwise requires:

1. words or expressions given meaning in the Background section (otherwise known as the recitals) have the same meaning in the body of this document;
2. any recitals, schedule, appendix or annexure form part of this document and have effect as if set out in full in the body of this document;
3. words importing the plural include the singular and vice versa and words importing gender import all genders;
4. the word “includes” in any form is not a word of limitation;
5. where a word or expression is defined or given meaning, another grammatical form has a corresponding meaning;
6. any obligation not to do something will be deemed to include an obligation not to suffer, permit or cause that thing to be done;
7. all warranties, representations, indemnities, covenants, agreements and obligations given or entered into by more than one person will be deemed to have been given or entered into jointly and severally;
8. no provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision;
9. headings to clauses are for reference only and are not an aid in interpretation;
10. references to currency are to New Zealand currency;
11. the word “person” includes any individual, company, corporation, corporation sole, trust, firm, partnership, joint venture, syndicate, the Crown, any central or local government department, authority, association or group, and any other entity, or any other association of persons either corporate or unincorporated;
12. all periods of time include the day on which the period commences and also the day on which the period ends;
13. any date which is not a working day, upon or by which anything is due to be done by any party, will be deemed to be a reference to the next working day; and
14. references to statutory provisions will be construed as references to those provisions as they may be amended or re-enacted or as their application is modified by other provisions from time to time.

19.2 Sole Agreement - Unless otherwise recorded in writing these Terms record the sole agreement between the parties relating to the supply of Products. They replace all previous agreements, representations, warranties, negotiations, proposals, discussions and the like relating to their subject matter.

19.3 Variation - No variation or waiver of any one or more terms of these Terms shall be effective or binding on the parties unless it is recorded in writing and signed by both parties provided that in the event of a change in law affecting the subject matter of these Terms, the parties will negotiate such variations as may be necessary to give effect to those changes within the context of each party’s needs.

19.4 Application following termination - any of the provisions of these Terms intended to apply after termination of the parties business relationship will continue to apply following such termination.

19.5 Invalidity - if any provisions of these Term are or become invalid, void or unenforceable, then the other parts of Terms will remain in full force and effect to the maximum extent permitted by law, subject to any modifications which are necessary in light of the invalid, void or unenforceable part of these Terms or to give effect to the extent permitted by law to the intent behind the invalid, void or unenforceable part of the Terms

19.6 Non-waiver - a failure or delay by a party to exercise any of its rights or remedies will not prevent or restrict that party from exercising that, or any other right or remedy.

1. About this Privacy Policy

1.1 This Privacy Policy explains how we collect, use, disclose and protect personal information in connection with our wholesale business, including our Dropship Services for Retailers in New Zealand and Australia.

1.2 We are subject to the New Zealand Privacy Act 2020 and its information privacy principles, which regulate how agencies collect, use, store and disclose personal information.

1.3 To the extent we carry on business in Australia or hold personal information about individuals in Australia, we are also subject to the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

1.4 In this Policy, “personal information” means information about an identifiable individual, or an individual who can reasonably be identified, as defined under the applicable privacy laws.

2. Whose information we collect

2.1 We may collect personal information about:

1. our Retailer contacts (e.g. directors, staff, account users);
2. customers of our Retailers where we provide Dropship Services;
3. suppliers and service providers; and
4. people who visit our Sites, contact us or interact with our social media.

3. Types of personal information we collect

3.1 The information we collect may include:

1. identification and contact details – name, address, email, phone number, company position;
2. order and delivery information – delivery addresses, order details, tracking numbers, communications about orders and returns;
3. payment-related information – limited payment details (e.g. partial card details or transaction IDs) if provided to us directly; otherwise payments are processed by our payment providers;
4. account and usage information – usernames, login records, support requests, preferences, activity on our wholesale portal;
5. marketing preferences – newsletter subscriptions, consent records, opt-out requests;
6. special category information (sensitive information) – in some cases, order history may indirectly reveal information about an individual’s sexual preferences or intimate life. Under Australian privacy law, this can amount to “sensitive information” and generally requires higher protection and, in some cases, consent for collection and use. As we are obtaining information about your customer from you, you agree that such information is:
1. collected with consent of the customer; or
2. where it is collected indirectly from you, you have obtained consent; or
3. an exception applies.

3.2 We do not knowingly collect information about anyone under 18 years of age.

4. How we collect personal information

4.1 We collect personal information:

1. directly from you when you set up a wholesale account, place an order, contact us or interact with our Site;
2. indirectly from your systems when orders are transmitted via API, EDI, or other integrations;
3. from your Customers where you provide us with their details for Dropship Services; and
4. automatically via cookies and similar technologies when users access our Site.

4.2 Information about other people: If you provide us with personal information about another individual, including your Customer, employee, contractor or delivery recipient you must be authorised to do so and you must take reasonable steps to make sure that individual is aware that their information may be disclosed to us and handled in accordance with this Privacy Policy.

4.3 Indirect collection of personal information (New Zealand): We sometimes collect personal information about an individual from someone other than that individual. This may occur, for example, where:

1. a Retailer provides us with customer or delivery-recipient details so that we can provide Dropship Services;
2. a Retailer provides us with details of its staff, directors, account users or other representatives for account management, ordering, support or billing;
3. orders or customer details are transmitted to us through API, EDI, marketplace, ecommerce platform or other system integrations;
4. we receive personal information from logistics providers, payment providers, fraud-prevention providers, identity verification providers or other service providers involved in supplying our products or services; or
5. we receive updated contact, delivery or account information from publicly available sources or third parties.

4.4 The personal information we collect in this way may include the individual’s name, job title, business name, email address, phone number, delivery address, billing details, order details, transaction identifiers, account details, and communications relevant to the order, account or enquiry.

4.5 We collect this information to onboard and manage Retailer accounts, process and fulfil wholesale and dropship orders, arrange delivery, manage returns and replacements, communicate about orders and accounts, prevent or detect fraud, verify identity where required, comply with legal obligations, and protect our rights, property, products, customers and business operations.

4.6 We may disclose this information to logistics and courier providers, warehousing and fulfilment providers, payment processors, IT and hosting providers, ecommerce and integration providers, analytics providers, professional advisers, insurers, related companies, and regulators, courts or law-enforcement agencies where permitted or required by law.

4.7 For the purposes of New Zealand privacy law, Wholesale Solutions Ltd of 37 Dragon Street, Grenada North, Wellington 5028 collects this information and, unless we say otherwise, also holds it. Our Privacy Officer can be contacted at privacy@wholesalesolutions.co.nz and [phone].

4.8 If our collection of the information is authorised or required by or under a particular law, we will identify that law in the relevant notice, process, form, terms, or communication where applicable.

4.9 Individuals have the right to request access to personal information we hold about them and to request correction of that information.

4.10 Where we collect personal information indirectly, we will take reasonable steps, in the circumstances, to ensure the individual concerned is made aware of the matters above, including by this Privacy Policy, by notices given by Retailers or other third parties on our behalf, and/or by direct notice from us where appropriate.

5. Purposes for which we use personal information

5.1 We use personal information only where it is reasonably necessary for our functions and for lawful purposes, consistent with NZ privacy principles and the APPs.

5.2 Our main purposes include:

1. onboarding and managing Retailer accounts;
2. processing and fulfilling wholesale and dropship orders;
3. arranging delivery of Products and handling logistics, returns and replacements;
4. communicating with you about orders, account status and service updates;
5. improving our products and Site (including analytics);
6. sending you permitted marketing communications (see section 9);
7. complying with legal and regulatory obligations (e.g. product safety, recalls, record-keeping, tax); and
8. protecting our rights, property and safety, and those of our customers and the public.

5.3 Where Australian privacy law applies, we generally rely on:

1. your consent;
2. the necessity of processing for our dealings with you (e.g. to perform a contract); or
3. our legitimate business interests where these are compatible with privacy expectations and legal requirements;
4. activities reasonably necessary for us to provide the Products.

6. Disclosure of personal information

6.1 We may disclose personal information to:

1. logistics and courier companies that deliver Products;
2. IT, hosting, payment and data-analytics service providers;
3. our professional advisers (lawyers, accountants, insurers);
4. regulators and law-enforcement agencies where required or authorised by law; and
5. any purchaser of our business or assets, subject to confidentiality.

6.2 Some recipients may be located in countries other than the country where the individual is based, including between New Zealand and Australia. We take reasonable steps to ensure that overseas recipients handle personal information in a way that provides comparable safeguards to NZ and Australian privacy principles (for example, by using contractual protections and due diligence on service providers).

6.3 We do not sell personal information.

7. Direct marketing and anti-spam laws

7.1 We may use your contact details (or those of your staff) to send you marketing communications about our products, promotions and updates that we think will interest you in your professional capacity.

7.2 We will only send commercial electronic messages in accordance with:

1. the Unsolicited Electronic Messages Act 2007 (NZ); and
2. the Spam Act 2003 (Cth), where messages are sent to or from Australia. This includes ensuring that:
1. we have your consent (express or inferred) where required;
2. messages clearly identify us as the sender; and
3. messages contain a functional unsubscribe facility, processed within the time required by law.

7.3 You may opt-out of marketing at any time by using the unsubscribe link in our emails or by contacting us using the details below.

8. Security and retention

8.1 We take reasonable steps to protect personal information from misuse, interference and loss, and from unauthorised access, modification or disclosure. These steps may include access controls, encryption, secure storage, staff training and incident response procedures.

8.2 We keep personal information only for as long as necessary for the purposes described in this Policy or as required by law (for example, tax or product-safety records). After that, we take reasonable steps to delete or de-identify information.

8.3 We will comply with mandatory date breach notification obligations.

9. Access and correction

9.1 Subject to limited exceptions under New Zealand and Australian privacy law, individuals have the right to:

1. request access to the personal information we hold about them; and
2. request correction of that information if it is inaccurate, incomplete or out of date.

9.2 If you wish to exercise these rights, please contact us using the details in section 12. We may need to verify your identity and may charge a reasonable fee for providing copies, where permitted by law.

9.3 If we refuse a request (in whole or in part), we will explain the reasons (where lawful) and outline the options available to you (e.g. adding a statement of correction).

10. Cookies, analytics and third-party tools

10.1 Our Site and wholesale portal may use cookies and similar technologies to:

1. recognise users and maintain sessions;
2. understand how our site is used; and
3. tailor content and marketing.

10.2 You can usually configure your browser to block or delete cookies, but this may affect site functionality.

10.3 We may use third-party analytics tools (such as aggregated website analytics providers). These providers may collect information about your device, browser and usage, which is generally de-identified but may be treated as personal information under some laws.

11. Complaints

11.1 If you have concerns about how we have handled your personal information, please contact us first so we can try to resolve the issue.

11.2 If you are not satisfied with our response, you may have the right to complain to:

1. the Office of the Privacy Commissioner (New Zealand); or
2. the Office of the Australian Information Commissioner (OAIC), if Australian privacy law applies.

11.3 We will provide contact details for the relevant regulator on request.

12. How to contact us

12.1 If you have questions or requests relating to this Privacy Policy or your personal information, please contact:

13. Changes to this policy

13.1 We may update this Privacy Policy from time to time to reflect changes in our practices, technologies or legal requirements. The updated Policy will be posted on our Site with a new effective date. We encourage you to review it periodically.