Legal

Store and Venue Terms of Use

Version 1.0 · Effective 28 September 2026

Governing law: New Zealand

These Store and Venue Terms of Use ("Terms") govern your access to and use of the Platform, operated by Proof Trade Limited (NZCN 9439220) ("PROOF", "we", "us").

By registering for or using the Platform you agree to be bound by these Terms. If you do not agree, do not register or use the Platform.

These Terms apply to all stores, bars, restaurants, hotels, cafés, and other licensed premises ("Venue", "you", "your") that access the Platform as a buyer.

Defined terms

In these Terms:

"Account" means an account on the Platform.
"Brand" means an alcohol brand listed on the Platform.
"Brand Terms of Sale" has the meaning given to it in clause 2.1.
"Business Day" means a day other than a Saturday, Sunday, or public holiday observed in Auckland, New Zealand.
“Introduced Brand" means a Brand from whom a Venue’s first purchase of any Product was made through the Platform.
"Licence" means an off-licence or on-licence issued under the SSAA.
"Order" means an order for purchase of the Brand’s Products placed by you 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 you.
"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 a Brand's dedicated page on the Platform displaying its Products and its Brand Terms of Sale.
"Successful Payment" has the meaning given to it in clause 2.3.
"Suspend" may include, at PROOF's sole discretion, suspending your Account and/or access to the Storefront, the Platform and/or listings in full or part, and "Suspension" has the corresponding meaning.
“Upheld/Upholds” means, in relation to a Venue support query, that PROOF has resolved the query by issuing or authorising a refund, replacement or credit.
"Website" means prooftrade.co.nz or any other website controlled or operated by PROOF for the purpose of hosting or making available the Platform.

1. Eligibility and registration

1.1 To register as a Venue you must:

hold a current and valid Licence;
provide your Licence number for verification during registration;
be a legal entity or individual authorised to purchase alcohol for resale or on-premise service in New Zealand; and
provide accurate and complete information during registration and keep it up to date.

1.2 PROOF may verify your Licence against the public register before granting access and may decline any application for registration at its sole discretion without giving reasons.

1.3 You are responsible for the security of your Account credentials and must notify PROOF immediately at hello@prooftrade.co.nz of any unauthorised access.

1.4 You must notify PROOF immediately if your Licence is suspended, cancelled, or not renewed. You must not place any Orders or access the Platform if you do not hold a valid and current Licence. PROOF may Suspend or terminate your Account and/or access to the Platform if you do not hold a valid and current Licence.

1.5 You may use the Platform only to purchase alcohol products for your licensed premises. You may not resell or transfer Products purchased through the Platform outside your licensed premises.

2. The marketplace and placing orders

2.1 The Platform is a marketplace and technology platform that connects you with Brands. PROOF owns and operates 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 these Terms limits or affects PROOF's obligations as the holder of that licence. For each Order, the contract of sale and purchase of the Products is formed directly between you, as buyer, and the relevant Brand, as seller, on the Brand's own terms of sale as displayed at checkout ("Brand Terms of Sale"). PROOF is not a party to that contract of sale. PROOF is authorised by the relevant Brand to collect payment from you on behalf of the Brand, and does not otherwise act as the Brand's agent.

2.2 You may browse Brand Storefronts, add Products to your cart, and place Orders that may include Products from multiple Brands in a single checkout.

2.3 Before you can place an order to purchase Products, the Platform will display, for each Brand whose Products are in your cart, that Brand's Brand Terms of Sale. You must review and accept the Brand Terms of Sale for each such Brand before you can complete checkout. When you complete 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 you and each relevant Brand 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 you. PROOF is not a party to any such contract and does not determine or influence the commercial terms of sale between you and any Brand.

2.4 All prices are in New Zealand dollars and are exclusive of GST unless stated otherwise. GST is shown separately at checkout where applicable.

2.5 Payment is required in full at checkout through the Platform. PROOF collects payment on behalf of the relevant Brand through the Platform, using Stripe (or such other payment processor as PROOF may appoint from time to time) to process payments. PROOF warrants that it is authorised by the relevant Brand to collect the payment for your Order. You must pay for all Orders in full, without set off or deduction.

2.6 PROOF does not set the freight charges for Orders, which are set by each Brand and are displayed on the Brand's Storefront and/or at checkout before you complete checkout. Brands may set their own minimum order values and delivery terms, which appear on the Brand's Storefront and/or at checkout.

2.7 You must comply with the SSAA and all other applicable laws in your purchase, storage, and supply of alcohol, and must not use the Platform to obtain alcohol for supply to minors or for any unlawful purpose.

3. Delivery and receipt

3.1 Brands are responsible for fulfilling and dispatching Orders directly to your nominated delivery address. PROOF is not responsible for the Order, Products or their dispatch, delivery or condition on arrival.

3.2 Estimated delivery timeframes are indicative only. You must provide an accurate delivery address; PROOF and Brands are not responsible for failed deliveries resulting from incorrect or incomplete details entered in your Order, including your nominated delivery address.

3.3 You should inspect Products on receipt. If Products are damaged, incorrect, or do not match your Order, you must raise a support query in accordance with clause 4.3.

3.4 Title to, property in, and risk in the Products pass directly from the Brand to you in accordance with the relevant Brand's Brand Terms of Sale. PROOF does not own or possess the Products.

4. Cancellations, returns, and disputes

4.1 Once an Order is placed and payment is processed, cancellation is subject to the relevant Brand’s acceptance. If you wish to cancel any Order, contact PROOF at hello@prooftrade.co.nz as soon as possible. PROOF will pass your cancellation request to the Brand. Cancellation is not guaranteed.

4.2 Returns are governed by the relevant Brand’s Brand Terms of Sale and applicable New Zealand law. Where a return is agreed by the Brand, that Brand is responsible for the return and any refund is processed to you through the Platform.

4.3 If you have any support query concerning quality, incorrect or missing items, or non-delivery for an Order, you must raise the support query through the Platform or contact PROOF at hello@prooftrade.co.nz within 5 Business Days of delivery or within 5 Business Days of the expected delivery date if the Order has not arrived, quoting your Order reference and providing evidence where relevant.

4.4 On receiving a support query under clause 4.3 PROOF will pass the support query to the relevant Brand, and will use reasonable endeavours to facilitate resolution of the issue between you and the Brand within 10 Business Days of your initial contact under clause 4.3. Where the Brand agrees to a refund, replacement, or credit, or where PROOF Upholds the support query under the Platform support process, PROOF may process the refund, replacement, or credit to you through the Platform. Final responsibility for product quality and fulfilment rests with the relevant Brand.

5. Your obligations

5.1 You agree to:

use the Platform only for lawful purposes and in accordance with these Terms;
maintain a current and valid Licence at all times while registered;
not purchase Products for resale outside your licensed premises or for any unlawful purpose;
pay for all Orders placed through your Account, in full and without set off;
treat Brand representatives and PROOF staff with respect;
not order or attempt to order products (including the Products) from any Introduced Brands outside the Platform while holding an Account and for a period of 6 months after the later of your last Order or the closure or termination of your Account;
not share your Account credentials with any person outside of your business; and
not use the Platform in any way that could damage, disable, or impair PROOF’s systems.

6. Suspension and termination

6.1 PROOF may Suspend or terminate your access to the Platform and/or Account immediately if:

your Licence is suspended, cancelled, expired, or not renewed;
you provide false or misleading information in your registration or any Order;
you fail to pay for any Order placed through your Account;
you use the Platform for any unlawful purpose, including the supply of alcohol to minors;
you engage in conduct PROOF reasonably considers abusive, threatening, or harmful;
you breach any of these Terms; or
PROOF is required to do so by law or a regulatory authority.

6.2 PROOF may also Suspend your Account and/or access to the Platform while investigating a potential breach. Where your Account and/or access is Suspended or terminated, Orders already placed and paid for will be fulfilled by the relevant Brand in accordance with their Brand Terms of Sale. Where an Order was placed while you did not hold a valid and current Licence, the relevant Brand may cancel that Order and in that case any payment will be refunded to you through the Platform.

7. Liability and consumer law

7.1 PROOF provides the Platform as a marketplace and technology platform. PROOF is not the seller of any Products, and is not a party to any contract of sale and purchase between you and a Brand, and is not responsible for the quality, safety, legality, or fitness for purpose of any Products sold through the Platform. As between you and the Brand, the Brand is the seller and is solely responsible for its performance of the contract of sale and purchase created by the Order. PROOF's role is limited to operating the Platform and acting as the payment collection agent of the relevant Brand.

7.2 To the maximum extent permitted by law, PROOF’s total liability to you for any claim arising out of or in connection with the Platform or these Terms will not exceed $1,000.

7.3 PROOF is not liable for any indirect, consequential, or special loss, including loss of profit or business opportunity, and does not guarantee that the Platform will be available at all times or free from errors or interruptions.

7.4 You acknowledge and agree that:

(a) you are in trade;

(b) you will access the Platform for business purposes only;

(c) to the maximum extent permitted by law, and where it is fair and reasonable to do so, the Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 do not apply to these Terms and your use of the Platform.

7.5 Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by New Zealand law.

8. Intellectual property

8.1 All intellectual property in the Platform, including its design, software, content, and functionality, is owned by PROOF. You may not copy, reproduce, or use any part of the Platform without PROOF’s prior written consent.

8.2 Brand names, logos, and product imagery are the property of the relevant Brands and may not be used without their consent.

9. Privacy

9.1 PROOF collects and uses your information in accordance with its Privacy Policy at prooftrade.co.nz/legal/privacy. By registering you acknowledge that you have reviewed and accept PROOF's Privacy Policy including consenting to that collection and use.

10. Force majeure

10.1 PROOF is not liable for any delay or failure to provide the Platform caused by an event beyond its reasonable control, including natural disaster, failure of telecommunications or payment infrastructure, or government action. PROOF will use reasonable endeavours to restore access as soon as practicable.

11. Changes, and general

11.1 PROOF may update these Terms from time to time. When it does, PROOF will post the updated Terms on the Platform, update the effective date, and notify registered Venues by email of any material changes. Continued use of the Platform after any such change constitutes acceptance of the updated Terms.

11.2 You may not assign or transfer your Account or your rights under these Terms without PROOF’s prior written consent.

11.3 These Terms are governed by the laws of New Zealand, and you submit to the non-exclusive jurisdiction of the New Zealand courts. These Terms are the entire agreement between you and PROOF in relation to your use of the Platform as a Venue. 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.

11.4 You may close your Account at any time by contacting PROOF at hello@prooftrade.co.nz. Closing your account does not affect any Order already placed and paid for, which will be fulfilled by the relevant Brand in accordance with its Brand Terms of Sale. This clause 11.4 applies whether or not you accept any updated Terms notified under clause 11.1.

11.5 Any notice under these Terms 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.

12. Contact

Proof Trade Limited

hello@prooftrade.co.nz

prooftrade.co.nz

Auckland, New Zealand