Legal

Brand Subscription Agreement

Version 1.0 · Effective 28 September 2026

This Brand Subscription Agreement ("Agreement") is entered into between:

Proof Trade Limited (NZCN 9439220, NZBN 9429053763273), a company incorporated in New Zealand ("PROOF"); and

[Brand legal name] (NZCN [insert], NZBN: [insert]), a company incorporated in New Zealand ("Brand").

Together referred to as the "parties".

1. Definitions

1.1 In this Agreement the following terms have the following meanings:

"Account" means an account on the Platform.
"Brand Terms of Sale" has the meaning given to it in clause 2.6.
"Business Day" means a day other than a Saturday, Sunday, or public holiday observed in Auckland, New Zealand.
"Commencement Date" means the date on which PROOF approves the Brand’s application and activates the Storefront, whichever is the later.
"Commission" means 5% of the GST-exclusive product subtotal of each Order (product prices only, excluding freight charges and excluding GST), plus GST on the Commission itself.
"Confidential Information" means any information of a party that is designated confidential or that reasonably should be understood to be confidential, including pricing, customer information, business data, the identity and contact details of Venues introduced or obtained through the Platform, trade pricing, payout data, and Platform analytics.
"Disclosed Venue" means a Venue who has a pre-existing relationship with the relevant Brand prior to the commencement of this Agreement, and the onus of proof of any such pre-existing relationship lies with the Brand.
"GST" means goods and services tax under the Goods and Services Tax Act 1985.
"Introduced Venue" means a Venue who purchases or purchased any Product from the relevant Brand through the Platform, but excludes Disclosed Venues.
"Order" means an order for purchase of the Brand’s Products placed by a Venue through the Platform and also means, on and following Successful Payment of the Order, the resulting contract for sale and purchase of the Products between the Brand and the Venue.
"Payout" means the amount payable to the Brand for an Order under this Agreement, being the product and freight amounts collected from the Venue of the Order less Commission and any other deductions authorised or permitted under this Agreement.
"Platform" means the PROOF digital marketplace at Website and any associated applications.
"Product" means the product of the Brand which is being displayed for sale (or sold, as the case may be) by the Brand on the Platform.
"SSAA" means the Sale and Supply of Alcohol Act 2012.
"Storefront" means the Brand’s dedicated page on the Platform displaying its Products and its Brand Terms of Sale.
"Subscription Fee" means the monthly fee of NZD $250 (inclusive of GST) payable by the Brand to PROOF.
"Successful Payment" has the meaning given to it in clause 2.10.
"Suspend" may include, at PROOF's sole discretion, suspend or hide the relevant Brand's Storefront in full or part, access by the Brand or the Venue to Storefront, the Platform and/or listings, and 'Suspension' has the corresponding meaning.
“Uphold” means, in relation to a Venue support query, that PROOF resolving the support query by issuing or authorising a refund, replacement or credit (whose decision shall be final), and 'Upheld' has the corresponding meaning.
"Venue" means any licensed retailer, bar, restaurant, hotel, café, or other licensed premises registered on the Platform as a buyer.
"Website" means prooftrade.co.nz or any other website controlled or operated by PROOF for the purpose of hosting or making available the Platform.

2. Nature of the relationship

2.1 The Platform is a marketplace and technology platform that connects the Brand with Venues. PROOF is the operator of the Platform. PROOF holds a remote sales off-licence under section 40 of the SSAA in respect of sales made through the Platform. As between the Brand and the Venue, the Brand is the seller of the Products. Nothing in this Agreement limits or affects PROOF's obligations as the holder of that licence. For each Order, the contract of sale and purchase for the Products is formed directly between the Brand, as seller, and the Venue, as buyer.

2.2 PROOF's role is limited to:

(a) providing and maintaining the Platform on which the Brand may list its Products for sale to Venues;

(b) providing payment collection services in respect of Orders; and

for clarity, PROOF:

(d) does not enter into or conclude contracts of sale on the Brand’s behalf;

(e) is not held out as, and is not, the seller or supplier of the Products;

(f) is not an agent or licensee of the Brand for the sale or supply of the Product; and

(g) is not an agent of the Brand for any purpose except as expressly set out in clause 2.4.

2.3 Title to, property in, and risk in the Products pass directly from the Brand to the Venue in accordance with the Brand Terms of Sale. PROOF does not at any time take ownership, title, or possession of any Products sold through the Platform.

2.4 The Brand irrevocably authorises and instructs PROOF, during the term of this Agreement and (in respect of all Orders placed before termination) after termination, to:

(a) collect payment from Venues for Orders through the Platform's payment collection facilities;

(b) hold those amounts on account for the Brand pending remittance of the Payout and the Commission in accordance with clause 6; and

PROOF collects payments as the Brand's agent, and is the Brand's agent for that purpose only. That agency does not extend to any other matter, including:

(d) marketing the Brand's Products, or

(e) entering into or concluding contracts of sale.

2.5 Nothing in this Agreement constitutes a partnership, joint venture, or employment relationship between the parties, and neither party is the agent of the other (save for any agency created for payment and collection by operation of clause 2.4). Except as expressly set out in this Agreement, neither party may bind the other.

2.6 Before the Brand's Storefront can go live on the Platform, the Brand must publish on its Storefront its own terms and conditions governing the sale and supply of its Products to Venues ("Brand Terms of Sale"). The Brand Terms of Sale must, at a minimum:

(a) comply with all applicable New Zealand law, including the SSAA, the Contract and Commercial Law Act 2017, the Consumer Guarantees Act 1993, and the Fair Trading Act 1986;

(b) identify the Brand as the seller and set out:

(i) passage of title and risk;

(ii) delivery;

(iii) returns and faulty goods policy;

(c) incorporate all the commercial terms including price, quantity, minimum order, freight and other commercial terms relating to the Order, and if there are any inconsistency or conflicts between what is recorded in the Brand Terms of Sale and the order confirmation then the order confirmation shall prevail;

(d) display all prices in New Zealand dollars and exclusive of GST, which must be shown separately at checkout where applicable;

(e) not represent that PROOF is the seller or supplier of the Products; and

(f) not be changed other than by the Brand displaying a new version on the Platform, which takes effect on display and PROOF must be notified of any such change on or before display.

2.7 PROOF may review the Brand Terms of Sale, and any new version of them, before or after display for compliance with this Agreement and applicable law. Any such review is for compliance purposes only and does not determine or influence the commercial terms of sale between the Brand and any Venue. If PROOF notifies the Brand that a new version does not comply, the Brand must promptly amend and republish it.

2.8 An Order is governed by the version of the Brand Terms of Sale in force at the time the Order is placed, and not by any later version. The Brand warrants that its Brand Terms of Sale do not conflict with this Agreement or the Store and Venue Terms of Use, and where a conflict arises, this Agreement and the Store and Venue Terms of Use prevail on matters of payment, Commission and Platform process.

2.9 The Brand warrants that its Brand Terms of Sale as published from time to time are lawful, valid, and enforceable, and irrevocably authorises and instructs PROOF, during the term of this Agreement and (in respect of all Orders placed before termination) after termination, to display those terms to Venues at checkout and to record each Venue's acceptance of them. The Brand acknowledges and agrees that PROOF does not determine or influence the commercial terms of sale between the Brand and any Venue. PROOF may make available a standard template form of terms of sale which a Brand may adopt as its own (with or without modification) at the Brand's own election and on the Brand's own responsibility.

2.10 When a Venue completes checkout of an Order by making payment and that payment is successfully processed through the Platform's payment processor ("Successful Payment"), a binding contract of sale and purchase is formed between the Brand and the Venue for the relevant Order on the version of the Brand Terms of Sale in force at the time. On Successful Payment, the Platform automatically generates and issues an order confirmation to the Venue and an order notification to the Brand. The Brand acknowledges and agrees that PROOF is not a party to that contract, that the Brand is the seller of the Products, and that the Brand is solely responsible for its performance of the contract created by the Order.

3. Platform access and licence

3.1 Subject to the Brand’s compliance with this Agreement and payment of the Subscription Fee, PROOF grants the Brand a non-exclusive, non-transferable licence to access and use the Platform for the sole purpose of listing and selling its Products to Venues during the term of this Agreement.

3.2 The Brand may upload products, set pricing, manage its Storefront, receive Orders, and access order analytics and payout records through the Platform relating to its own Storefront.

3.3 This licence does not permit the Brand to sub-licence, resell, or otherwise grant access to the Platform to any third party.

3.4 PROOF reserves the right to update, modify, or improve the Platform at any time. Where practicable, PROOF will provide reasonable notice of any material changes that affect the Brand’s use of the Platform. No notice is required for urgent maintenance or security measures.

4. Brand obligations

4.1 The Brand warrants and represents that at all times during this Agreement:

it holds all licences, permits, and registrations required to manufacture, sell, and distribute alcohol in New Zealand, including any licence or endorsement required under the SSAA;
all Products listed on the Platform comply with all applicable laws and regulations, including labelling, alcohol content, and health requirements;
it has the legal right to sell and supply the Products it lists on the Platform.

4.2 The Brand is solely responsible for the accuracy, completeness, and legality of all content on its Storefront, including product data, descriptions, images, pricing, and other content it enters on the Platform. PROOF does not verify content on the Brand's Storefront and is not liable for any error, omission, or non-compliance in it. Content entered by PROOF on the Brand's Storefront at the Brand's request (if any) is treated as the Brand's content for the purposes of this Agreement. The Brand indemnifies PROOF against any loss or claim arising from inaccurate, misleading, or non-compliant content on its Storefront.

4.3 The Brand is solely responsible for the fulfilment of all Orders. On receiving an Order notification from the Platform, the Brand must:

acknowledge the Order through the Platform within 1 Business Day;
dispatch the Order by handing the Products in the Order to a carrier or having such Products collected for delivery by a carrier within the timeframe stated in its Brand terms of Sale, or within 3 Business Days if no timeframe is stated;
record dispatch and provide any tracking information through the Platform on dispatch;
ensure products are packed safely and appropriately for transport.

4.4 The Brand is solely responsible for arranging and paying freight for all Orders. PROOF does not arrange or pay freight on behalf of Brands.

4.5 The Brand must notify PROOF immediately if it becomes unable to fulfil an Order (or aware of any matters which affect its ability to fulfil an Order, whichever is the earlier), and must maintain stock levels adequate to meet the demand reasonably expected from its Storefront listing.

4.6 In consideration of PROOF allowing the Brand access to the Platform, the Brand must not solicit or attempt to solicit orders for products (including the Products) from any Introduced Venues outside the Platform during the term of this Agreement and for 6 months after the later of expiry of the term of this Agreement, termination of the Agreement or the Brand’s last Order placed through the Platform. The Brand acknowledges and agrees that the restrictions contained in this clause are reasonable and necessary to protect the legitimate business interests of PROOF. Nothing in this clause 4.6 restricts the Brand's dealings with the Disclosed Venues.

4.7 Insurance. The Brand must hold and maintain, with a reputable insurer, product liability and public liability insurance of not less than $1,000,000 for each of public liability and product liability, and other insurance which is appropriate to the nature and scale of its business, and must provide evidence of that cover to PROOF on reasonable request and must notify PROOF promptly of any lapse or material reduction in cover.

4.8 Product compliance and recall. If any of the Brand’s products, including the Products, are or should be recalled or withdrawn, the Brand is responsible for managing the recall and bearing its costs. The Brand must notify PROOF immediately, cooperate with PROOF, follow reasonable directions given by PROOF and provide information PROOF reasonably needs to notify affected Venues. PROOF may Suspend the Brand's Storefront and/or its access to the Platform.

5. Subscription Fee

5.1 The Brand will pay PROOF a Subscription Fee of NZD $250 (GST inclusive) per calendar month. If the term of this Agreement commences mid-month then the Brand will pay a prorated Subscription Fee for the balance of that calendar month, with the full Subscription Fee to be paid for each and every subsequent month in advance on the first day of each month.

5.2 The Subscription Fee is non-refundable except where PROOF has been unable to provide access to the Platform for reasons within PROOF’s control for more than 5 consecutive Business Days in a calendar month, in which case the Subscription Fee for that month will be refunded on a prorated basis.

5.3 PROOF may increase the Subscription Fee on no less than 60 days’ written notice. The Brand may terminate this Agreement within that notice period, without penalty, if it does not accept the new fee.

5.4 If a Subscription Fee payment fails, PROOF may Suspend the Brand’s Storefront on 5 Business Days’ notice until payment is received. Suspension of the Storefront does not relieve the Brand of its obligations on Orders already placed.

6. Commission, payments, and payouts

6.1 The Brand agrees to pay PROOF Commission on each Order. Commission applies to product value only, and never to freight charges or GST. The Brand irrevocably authorises and instructs PROOF, during the term of this Agreement and (in respect of all Orders placed before termination) after termination, to deduct Commission and other amounts payable or owing by the Brand (such as payment processing fees) from payment received from the Venue on each Order.

6.2 Payment processing. Venues pay for Orders through the Platform, which uses Stripe (or such other payment processor as PROOF may appoint from time to time) to process payments. PROOF currently absorbs the payment processing fees charged by the payment processor. PROOF reserves the right, on no less than 30 days’ written notice, to pass some or all of those processing fees through to the Brand in which case the processing fees will be deducted from the Payout.

6.3 Payout timing and dispatch condition. PROOF remits Payouts monthly, on or around the 20th of each month (or if the 20th is not a Business Day, then the next following Business Day). An Order is included in a payout run only where both of the following are met by the 10th of that month: (a) the Order has been placed and Successful Payment has taken place; and (b) the Brand has confirmed dispatch of the Order through the Platform and are dispatched in accordance with clause 4.3 by the 15th of that month. Orders where Successful Payment has been made after the 10th, or where dispatch has not been confirmed on the Platform by the 15th of that month, roll into the following payout run. Confirmed dispatch to the reasonable satisfaction of PROOF is a condition of payment for every Order. Dispatch takes place when the Brand has handed the relevant Products to the carrier (or the carrier has collected them) and has recorded that dispatch, with tracking information where available, through the Platform.

6.4 PROOF provides the Brand with a Payout statement for each Payout run, setting out the Orders included, the gross amounts collected from the Venue, the Commission and any other amounts deducted, and the net Payout.

6.5 Refunds. A Venue may raise a support query and/or request a refund in respect of an Order through the Platform, which is routed to the Brand and to PROOF. Where the Brand agrees to a refund, or PROOF Upholds the Venue's support query under the Platform support process (even if the Brand disagrees), PROOF may process the refund, which may be full or partial, to the Venue through the Platform. The Brand irrevocably authorises PROOF to process any such refund. If a refund in respect of an Order is made to the Venue, then the Commission in respect of the refunded amount will be reversed. If the Payout in respect of the refunded Order has already been remitted to the Brand then PROOF may, in addition to any rights under clause 6.10, deduct the refunded amount, together with any associated processing costs, from the Brand’s next Payout. Where the next Payout is insufficient, PROOF may invoice the Brand for the shortfall, which is payable within 10 days of the date of the invoice. If the Payout in respect of the refunded Order has not yet been remitted to the Brand, the Payout will be adjusted accordingly.

6.6 GST. All Payouts are in New Zealand dollars. The Brand warrants that it is registered for GST and it will duly comply with all obligations under the Goods and Services Tax Act 1985, and must notify PROOF of its GST registration status and of any change to it. The Brand’s GST number recorded on the Platform will be used for processing Orders and Payouts.

6.7 If the Brand disputes a Payout, it must notify PROOF in writing within 20 Business Days of the date of the relevant payout statement. PROOF will investigate and respond within 10 Business Days.

6.8 Chargebacks and payment reversals. If a payment for an Order is later reversed, charged back, or refunded (whether by a Venue, a card issuer, or the payment processor) after PROOF has remitted the related Payout, PROOF may, in addition to any rights under clause 6.10, recover the reversed amount, together with any associated fees, by deducting it from the Brand’s future Payouts or by invoicing the Brand.

6.9 Invoicing. The Brand irrevocably authorises and instructs PROOF, during the term of this Agreement and (in respect of all Orders placed before termination) after termination, to issue tax invoices and credit notes to Venues on the Brand’s behalf, in the Brand's name and showing the Brand's GST number, for Products sold through the Platform. PROOF will issue its own tax invoices to the Brand for the Subscription Fee and Commission.

6.10 Set-off. PROOF may set off and deduct any amount owed by the Brand to PROOF under this Agreement from any Payout otherwise due to the Brand, in whole or part, including carrying any unrecovered balance forward against future Payouts. On termination of this Agreement, or where the Brand ceases to use or trade on the Platform with a balance outstanding to PROOF, the balance outstanding is immediately payable on demand. The Brand must pay all amounts due to PROOF without set-off or deduction.

7. PROOF obligations

7.1 PROOF will use reasonable endeavours to:

make the Platform available to Venues;
verify the Venue's licence number against the public register before granting access;
receive Orders and payments from Venues through the Platform's payment processor (Stripe or such other payment processor as PROOF may appoint);
hold payments on account for the Brand and remit the Payout in accordance with this Agreement; and
provide reasonable support services to the Brand for issues arising on the Platform (excluding for the avoidance of doubt, any responsibility for product quality or fulfilment, which remain with the Brand).

7.2 PROOF does not guarantee any minimum number or volume of Orders, minimum revenue, or level of Venue traffic to the Brand’s Storefront.

7.3 As PROOF is not the seller of the Products, PROOF is not responsible for the acts or omissions of Venues, including any failure to accept delivery, and is not responsible for the quality, safety, or fitness of the products, which remain the responsibility of the Brand.

8. Intellectual property

8.1 The Brand grants PROOF a non-exclusive, royalty-free licence during the term of this Agreement to use the Brand’s name, logo, product images, and descriptions for the purposes of promoting the Brand and/or the Platform, on and off the Platform including on the Brand’s Storefront, elsewhere on the Platform, on social media, in email communications to Venues and in other forms of media or marketing materials.

8.2 The Brand warrants that it owns or has the right to use all content it provides and/or is displayed on its Storefront and/or the Platform, and that PROOF’s use of it will not infringe any third party’s rights, laws or regulations.

8.3 All intellectual property in the Platform remains the property of PROOF. On termination of this Agreement, PROOF will remove the Brand’s Storefront and content from the Platform within 14 days. Notwithstanding the foregoing, PROOF shall not be required to delete any past or historic posts on termination of this Agreement.

9. Data and insights

9.1 PROOF handles personal information in accordance with its Privacy Policy. The Brand agrees that PROOF may create and use aggregated, de-identified data and insights derived from Platform activity to operate, analyse, and improve the Platform and its market offering, provided that no individual, Brand, or Venue is identifiable from any insight shared outside PROOF. The Brand acknowledges and agrees that it has reviewed and accepts PROOF's Privacy Policy, which is subject to change.

10. Term and termination

10.1 This Agreement commences on the Commencement Date and continues until terminated under this clause 10 or clauses 5.3 or 15.3.

10.2 Either party may terminate on 30 days’ written notice.

10.3 PROOF may terminate or Suspend the Brand's Storefront and/or its access to the Platform immediately by written notice if the Brand:

fails to fulfil two or more Orders within any 90-day period without reasonable cause;
fails to pay the Subscription Fee and does not remedy within 10 Business Days of notice;
provides false or misleading information in its application or on its Storefront;
loses or has suspended any licence required to manufacture or sell alcohol in New Zealand;
lists products that do not comply with applicable New Zealand law;
attempts to circumvent PROOF’s Commission by transacting directly with Introduced Venues;
becomes insolvent, enters receivership or liquidation, or ceases to carry on business;
breaches any provisions of this Agreement and fails to remedy the breach within 10 Business Days of written notice given by PROOF; or
is the subject of three or more Venue support queries Upheld by PROOF under the Platform support process within any 90 day period.

10.4 Notwithstanding termination of the Agreement:

the Brand must fulfil all Orders placed and paid for on or before the termination date;
PROOF will remit the Payout for all Orders dispatched on the next scheduled payout run;
PROOF will remove the Brand's Storefront within 14 days of termination of the Agreement; and
each party’s accrued rights are unaffected.

11. Liability, indemnity, and consumer law

11.1 The Brand indemnifies PROOF against any claim, loss, cost, or damage arising from the Brand’s Products (including any defect or non-compliance), the Brand’s failure to fulfil an Order, any inaccuracy in the Brand’s content, or any breach by the Brand of this Agreement or applicable law.

11.2 To the maximum extent permitted by law, PROOF’s total liability to the Brand for any claim arising out of or in connection with this Agreement will not exceed the total Subscription Fees paid by the Brand in the three months preceding the event giving rise to the liability. For clarity, this cap does not apply to PROOF's obligation to remit Payouts to the Brand, which are amounts PROOF collects and holds on account for the Brand under clause 2.4.

11.3 Neither party is liable for indirect, consequential, or special loss, including loss of profit or business opportunity.

11.4 Nothing in this Agreement limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

11.5 The Brand acknowledges and agrees that:

(a) the Brand and PROOF are each in trade;

(b) this Agreement is entered into for business purposes;

(c) it is fair and reasonable to contract out of the Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 and, to the maximum extent permitted by law, the parties agree that those provisions do not apply;

(d) it has had a reasonable opportunity to obtain legal advice.

12. Confidentiality

12.1 Each party will keep the other’s Confidential Information confidential and will not disclose it without prior written consent except where required by law. This obligation survives termination for two years.

13. Force majeure

13.1 Neither party is liable for any delay or failure to perform (other than an obligation to pay money already due) caused by an event beyond its reasonable control, including natural disaster, failure of telecommunications or payment infrastructure, or government action. The affected party must notify the other and use reasonable endeavours to resume performance.

14. Dispute resolution

14.1 If a dispute arises, the parties will first attempt to resolve it in good faith by discussion between senior representatives. If it is not resolved within 15 Business Days, the parties will consider referring it to mediation before commencing court proceedings. This clause does not prevent a party seeking urgent interim relief.

15. General

15.1 This Agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

15.2 This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings.

15.3 PROOF may update this Agreement on 30 days’ written notice. Continued use of the Platform after the notice period constitutes acceptance of the updated terms. The Brand may terminate this Agreement by giving PROOF written notice of termination within the notice period, without penalty, if it does not accept the updated terms.

15.4 If any provision is found invalid or unenforceable, the remaining provisions continue in full force. A failure to enforce any provision is not a waiver of it.

15.5 The Brand may not assign its rights or obligations without PROOF’s prior written consent. PROOF may assign this Agreement in connection with a sale or merger of its business or assets.

15.6 Any notice under this Agreement may be given through the Platform or by email. Notices given through the Platform are effective when made available to the recipient's Account; notices given by email are effective when sent, provided no delivery-failure notice is received.

16. Special Terms

16.1 If there are any inconsistencies between the provisions in this clause 16 and other clauses of the Agreement, then this clause 16 shall prevail.

16.2 The founding brands listed in the Platform as at 5 October 2026 are exempt from the Subscription Fee for the period from the Commencement Date to 30 November 2026. The first Subscription Fee payable by each founding brand is due on 1 December 2026. The Brand's payment card is captured at onboarding.