Rankers Bids Seller Agreement

1. Agreement:

You and Rankers.co.nz Limited (“Rankers”) agree to the following terms and conditions (“Agreement”) in connection with the Rankers Bids system (“Rankers Bids”) on Rankers’ website at www.rankers.co.nz (or such other URL as the website may subsequently be hosted at) (the “Website”).

2. Rankers Bids:

Rankers Bids gives operators such as yourself (“Sellers”) the opportunity to offer products and services (“Products”) to customers requesting those Products through the Rankers Bids system (“Customers”). You will be bound under this Agreement by the following terms and conditions that apply to Sellers. Once a request is submitted by a Customer, Sellers will have twelve (12) hours to respond to such request with a quote for a Product (a “Bid”). The Customer will then have twenty-four (24) hours to request the supply of the Product as quoted in one of the Bids (the “Booking”). During this thirty-six (36) hour period the Customer and the Seller may enter into a conversation through Rankers Bids which may lead to an amended Bid. This timeframe may change with notice in writing to the seller. At the time of making a Booking the Customer will provide Rankers with their credit or debit card payment details (“Card”), which action will be deemed to authorise Rankers to charge such Card with an amount up to or equal to twenty percent (20%) of the total value of the commissionable Booking (the “Deposit”) (including GST if applicable) if such Booking is confirmed by the Seller. The commissionable value of the booking is based on the hire price of the vehicle, plus any commissionable items such as insurance, in accordance with each individual sellers policy as negotiated by Rankers. The payment of the Deposit will not be processed by Rankers until the Seller confirms the Booking. Sellers will respond to a Booking as soon as reasonably possible, but at any rate within a maximum of three (3) hours of the Customer making such Booking. Notwithstanding the above, where the Customer makes a booking outside of the Seller’s office hours, the Seller will have a maximum of eighteen (18) hours from the time a Booking is made by the Customer to confirm that Booking. At any time prior to confirming a Booking, a Seller shall be entitled to rescind their Bid or to decline a Booking.

3. Confirmation:

Once a Booking in which you are the Seller is confirmed:

1. (a) Rankers will charge the Customer’s Card with the Deposit;

2. (b) You will be obliged to provide the Products in accordance with the Booking;

3. (c) You must immediately provide Rankers with the relevant booking reference number or code generated within your system which relates to such Booking (“Booking Reference”);

4. (d) Following receipt by Rankers from you of the Booking Reference, Rankers will then provide you with the Customer’s full contact details; and

5. (e) You must establish initial contact with the Customer via the email address provided to you by Rankers as soon as reasonably possible, but at any rate within a maximum of three (3) hours from confirmation by you of the Booking, or if such confirmation is made outside of your office hours, within a maximum of eighteen (18) hours of the confirmation of the Booking.

4. Customer Contact:

Once Rankers has received the Booking Reference from you, Rankers will contact the Customer and notify them of:

1. (a) The Booking Reference;

2. (b) Your contact email address and phone number; and

3. (c) That you will be in contact with them as soon as reasonably possible, but at any rate within a maximum of three (3) hours from confirmation of the Booking, or if such confirmation was made outside of your office hours, within a maximum of eighteen (18) hours of the confirmation of the Booking. From the point of contact Rankers considers the customer the seller’s customer, and they should be treated as such. Rankers recommends that the seller obtain the customers credit card details in the event of a late cancellation or no show.

5. Follow Up:

Twenty-four (24) hours after a Booking has been confirmed, Rankers will email both you and the Customer in order to ensure that you have made initial contact with the Customer.

6. Commission:

For every confirmed Booking, you agree that Rankers shall be entitled to receive and retain the Deposit as a Booking commission (the “Commission”).

7. Seller Obligations:

You agree that, as a Seller, you will:

1. (a) Only submit Bids for bona fide Products which are available at the time a Bid is submitted and which are for an equivalent specification to those requested by the Customer, or in the case of a Bid which is a ‘special bid’, are of a greater specification than those requested by the Customer;

2. (b) Not submit Bids for any third party Products;

3. (c) Only submit bona fide prices in your Bid;

4. (d) Ensure that Rankers has correct Product and price lists for any Products and prices listed by you through Rankers Bids which should be your highest retail price at high season and match any such price also shown on your website provided that given the competitive nature of Rankers Bids in terms of Sellers trying to secure Customer Bookings, it would be advisable to always offer the lowest reasonable price you can when bidding to secure a Customer’s booking;

5. (e) Provide a link to your up-to-date terms and conditions for supply of the Products for incorporation into the Rankers Bids system so that the Customer has an opportunity to review and accept before submitting a Booking;

6. (f) Honour the price and Product specified in your Bid, subject to availability at the time the Booking is confirmed;

7. (g) Perform all your obligations in connection with a confirmed Booking, including by providing the agreed Product, or alternatively a Product of a greater specification and value (an ““Upgrade”), as approved by the Customer (such Upgrade will only be considered to be approved where the Customer has provided you with express written approval of such Upgrade, which you will provide evidence of to Rankers on request);

8. (h) Provide a full refund to the Customer (including of an amount equal to the Deposit paid to Rankers, as well as any amount equal to those fees charged to the Customer which result from the payment by them of any amount to you, such as credit card fees, bank fees or any other fees) if you are not able to fulfil a confirmed Booking for any reason or provide an Upgrade which is approved by the Customer;

9. (i) Contact the Customer solely through Rankers Bids (until such time that the Booking is confirmed);

10. (j) Comply with the Posting Policy as set out in clause 8;

11. (k) Comply with the Widget Policy as set out in clause 9;

12. (l) Comply with your standard terms and conditions and all applicable laws in your dealings with the Customer; and

13. (m) Act in good faith at all times in your dealings with the Customer.

14. (n) Should the operator refund policy for the 20% deposit differ from that of Rankers bids Terms and conditions, then Rankers Bids Terms and Conditions take precedence over the sellers terms and conditions.

8. Posting Policy:

This clause 8 (the “Posting Policy”) applies to any correspondence you have with a Customer through the Rankers Bids messaging system. You agree as follows:

1. (a) Personal abuse, foul language, inappropriate subject matter or discriminatory remarks of any nature, as may be determined by Rankers in its sole discretion, are not permitted; and;

2. (b) You will provide accurate and true information in connection with the requested Bids and Bookings.

9. Widget Policy:

In the event that you choose to make use of either of the ‘Ratings Widget’ or ‘Badge’ currently offered by Rankers from the Website (each a ““Widget”) you acknowledge that you agree to the following terms and conditions (““Widget Policy”):

1. (a) You will not in any way modify or alter:

2. (i) the computer code provided to you by Rankers which comprises a Widget;

3. (ii) the visual display of a Widget beyond the customisation controls provided by Rankers; or

4. (iii) the content of a Widget beyond the customisation controls provided by Rankers;

5. (b) Without in any way limiting any other term of this Agreement, and for the avoidance of doubt, Rankers does not take any responsibility for:

6. (i) any issues which may arise as a result of the interaction between a Widget and your website; or

7. (ii) any issues which may arise for any users of your website as a result of a Widget being included on your website;

8. (c) Should an issue arise in respect of a Widget, you will contact Rankers immediately to resolve such issue;

9. (d) Without in any way limiting any other term of this Agreement, and for the avoidance of doubt, you acknowledge that:

10. (i) you accept that your use of a Widget is entirely at your own risk, and to the greatest extent permitted by law, under no circumstances will Rankers be liable to you for any loss, damage, costs or other expenses of any nature arising out of any dispute or claim or proceedings made by or bought against you which relate in any way to your use of a Widget; and;

11. (ii) Rankers owns the Widgets, all material or content reproduced therein and all associated intellectual property rights, and Rankers hereby grants you a limited licence to make use of the Widgets solely in accordance with this Widget Policy and the wider terms of this Agreement; and

12. (e) Rankers at all times reserves the right at its sole discretion, and without prior notice to you, to suspend or terminate your use of a Widget.

10. Terms of Use:

The Terms of Use and Privacy Policy for the Website (the “Terms of Use”) also form part of this Agreement, provided that in the event of any conflict between the Terms of Use and this Agreement, this Agreement will take precedence to the extent of any conflict.

11. Rankers Account:

You will need to have an operational Rankers account (“Rankers Account”) for the Website in order to make use of Rankers Bids and by entering into this Agreement you are deemed to be requesting Rankers to create a Rankers Account for you if you do not already have one. Rankers will not be required to accept your registration request for a Rankers Account until it has satisfied itself that all information you have provided to Rankers is true and accurate. For the avoidance of doubt, you acknowledge that you will have no ownership rights in your Rankers Account. You may not transfer your registration or any rights you may have in your Rankers Account to any other person or entity without the express written permission of Rankers. You also agree that where Rankers allows at your request for individual users (“Sub-Users”) to be added to your Rankers Account and access any or all functionality provided by your Rankers Account, you will at all times remain entirely liable for the actions of any such Sub-Users in relation to your Rankers Account.

12. Suspension/Termination:

Rankers reserves the right immediately on written notice to you to suspend or terminate your access to and use of Rankers Bids, your Rankers Account and this Agreement, for any reason, including without limitation if Rankers believes that you have breached:

1. (a) Any provision of the Posting Policy;

2. (b) Any provision of the Widget Policy;

3. (c) Any provision of this Agreement;

4. (d) Any provision of the Terms of Use; or

5. (e) Any provision of any other agreement you have entered into with Rankers. In addition Rankers shall be entitled to suspend or cancel your access to and use of Rankers Bids and/or your Rankers Account if it considers suspension or cancellation is necessary for any other reason (such as for security reasons). In the event of cancellation or suspension of your access to and use of Rankers Bids and/or your Rankers Account, you agree that Rankers will not be required to provide you with any prior notice or explanation. Notwithstanding the cancellation or suspension of access to Rankers Bids and/or your Rankers Account, you agree you will remain fully liable for any outstanding liability owed to Rankers.

13. Term of Agreement:

This Agreement will have an overall term of three (3) years from the date it is agreed to by both parties (“Term”). Such Term will automatically renew at the conclusion of the initial three (3) year period and each subsequent three (3) year renewal period thereafter. Notwithstanding the foregoing, and subject at all times to Rankers’ rights pursuant to clause 12, either party may at any time terminate this Agreement and the Term by providing written notice to the other party (with email being sufficient) of such termination. Until such termination, this Agreement will continue in full force and effect. Notwithstanding the foregoing, and unless advised otherwise in writing by Rankers, you will remain fully liable to honour any Bookings confirmed by you prior to the termination of this Agreement.

14. Lost Data:

In the event that any information or data held by Rankers or any third party on behalf of Rankers that relates to you, your Rankers Account or your use of your Rankers Account or Rankers Bids is lost, corrupted or otherwise no longer reasonably available or accessible as judged by Rankers in its sole discretion, you agree that Rankers will have no liability to you of any nature relating to any such information or data.

15. Idemnity:

You agree to indemnify Rankers on demand and keep Rankers indemnified for any loss or costs of whatever nature suffered by Rankers whether direct or consequential as a result of any breach by you of this Agreement or otherwise in connection with any Bid submitted or Booking entered into by you or any Sub-User on your behalf.

16. Confidentiality of Passwords:

You must keep all password and login information associated with your Rankers Account confidential and not disclose such information to any third party without first obtaining Rankers’ written consent. You will be solely responsible for all activities undertaken and/or costs incurred under the use of your password and login. You must notify Rankers immediately if you know or suspect that your Rankers Account has been accessed by a third party or your login or password details have been, or may have been, obtained by a third party. You will also be responsible and entirely liable for ensuring these terms are observed by any Sub-User including in respect of any Sub-User’s password and login (as applicable).

17. Exclusion of Liability:

To the greatest extent permitted by law, under no circumstances will Rankers, its employees, contractors or agents be liable to you in contract, tort, equity, statute, regulation or otherwise for any loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by you or by any third party, whether direct or consequential (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising out of any dispute or contractual, tortious or other claims or proceedings made by or bought against you which relate in any way to Rankers Bids or in respect of any failure or omission on the part of Rankers to comply with its obligations as set out in this Agreement. In the event that the customer cancels their booking and you the seller under your normal terms and conditions are entitled to a cancellation fee (a percentage of the hire) and you have failed to obtain the customers credit card details as recommended 4(c), Rankers will to the best of their ability try to obtain any monies owed via the customers credit card. However should Rankers be unable to recover these monies in no way will Rankers be held liable.

18. Limitation of Liability:

To the greatest extent permitted by law, in the event that any limitation or provision contained in this Agreement is held to be invalid or unenforceable for any reason and Rankers becomes liable for any loss or damage that would otherwise have been excluded, Rankers’ maximum liability in contract, tort, equity, statute, regulation or otherwise for any loss, damage or injury directly or indirectly arising in respect of this Agreement and/or Rankers Bids is to be limited to $50 in New Zealand currency.

19. Disputes:

In the event that you have a dispute in respect of this Agreement or relating to or arising from this Agreement you must immediately notify Rankers in writing giving details of the dispute. If Rankers and yourself cannot resolve the dispute within fourteen (14) days of receipt by Rankers of such notice then the dispute will firstly be submitted to mediation by a mediator agreed to by both yourself and Rankers or, failing agreement, appointed by the Arbitrators and Mediators Institute of New Zealand at the request of either party. If the matter is not resolved by mediation within fourteen (14) days from there, the matter will be submitted for arbitration in accordance with the Arbitration Act 1996 by a single arbitrator agreed to by both you and Rankers or, failing agreement, appointed by the Arbitrators and Mediators Institute of New Zealand at the request of either party. Unless agreed otherwise by Rankers, all such mediation and arbitration proceedings shall take place at such location in New Zealand or by such means (including without limitation teleconference or videoconference) as shall be chosen by Rankers acting entirely at its own discretion. All costs in relation to the staging of such proceedings (excluding for the avoidance of doubt any awards which may be made) shall be borne equally by the parties unless explicitly stipulated otherwise by the arbitrator or agreed otherwise by the parties.

20. Jurisdiction:


This Agreement is governed by and is to be interpreted in accordance with the laws of New Zealand and subject to clause 19 in all matters relating to or arising from this Agreement, you agree to submit to the exclusive jurisdiction of the Courts of New Zealand.

21. Failure to Comply:


Rankers shall not be liable for any failure to comply with the terms of this Agreement where such failure is due to circumstances beyond the reasonable control of Rankers.

22. Waiver:



If Rankers waives any rights available to it under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

23. Severability:




If any provision of this Agreement is held to be invalid, void, unenforceable or illegal for any reason, such provision shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force.

24. No Partnership:





This Agreement shall not be deemed to constitute a partnership or joint venture between you and Rankers.

25. Further Rights:





You agree to assist and cooperate with Rankers to do all such acts and execute any such further documents and instruments as Rankers may from time to time require to vest in or further assure to Rankers the rights granted to Rankers in this Agreement and for the protection and enforcement of the same.

26. Variation:






This Agreement may not be varied except by agreement in writing signed by you and Rankers.

27. Assignment:






You may not assign, transfer, sublicense or in any other manner make over to any third party the rights or obligations provided by this Agreement without Ranker’s prior written consent.

28. Entire Agreement:







This Agreement constitutes the entire agreement between you and Rankers in respect of its subject matter and supersedes any previous understandings or agreements on that subject matter.

29. Retain a Copy:







You should print out and retain a copy of this Agreement for your future reference.