These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of the www.proyou.co.nz (“Website” or “Service”) and any of its related products and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “you” or “your”) and Pro You Limited (“Pro You Limited”, “we”, “us” or “our”). By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Website and Services. You acknowledge that this Agreement is a contract between you and Pro You Limited, even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.
Interpretation
Consumer means individuals or persons that buy supplements on our website;
Contract means the legally-binding agreement between you and us for the supply of the Goods;
Delivery Location means the Supplier’s premises or other location where the Goods are to be supplied, as set out in the Order;
Durable Medium means paper or email, or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information in a way accessible for future reference for a period that is long enough for the purposes of the information, and allows the unchanged reproduction of the information stored;
Goods means the supplements advertised on the Website that we supply to you of the number and description as set out in the Order;
Order means the Customer’s order for the Goods from the Pro You Limited as submitted following the step by step process set out on the Website;
Privacy Policy means the terms which set out how we will deal with confidential and personal information received from you via the Website;
Website means our website www.proyou.co.nz on which the Goods are advertised
Accounts and Membership
You must be at least 18 years of age to use the Website and Services. By using the Website and Services and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
Information About Us
Pro You Limited sell New Zealand made supplements for women (the Supplier or us or we). These are the terms on which we sell all Goods to you. By ordering any of the Goods, you agree to be bound by these Terms and Conditions. By ordering any of the Services, you agree to be bound by these Terms and Conditions.
Purchases
If you wish to purchase supplements made available through our website (“Purchase”), you may be asked to supply certain information relevant to your Purchase including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any card(s) or other payment methods (s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases such as Stripe. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Subscriptions
Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles will be set depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Pro You Limited cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting [email protected] customer support team.
A valid payment method is required to process the payment for your subscription. You shall provide Pro You Limited with accurate and complete billing information that may include but not limited to full name, address, state, postal or zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Pro You Limited to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Pro You Limited reserves the right to terminate your access to the Service with immediate effect.
Subscription Fee Changes
Pro You Limited, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Pro You Limited will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Price and Payments
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
The price of the Goods and any additional delivery or other charges is that set out on the Website from time to time, except in cases of obvious error at the date of the Order. We reserve the right to change products and product pricing at any time. Product prices and any delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
Our Website contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our Website may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our Website, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection. We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as an error.
Payment for all Products must be by credit or debit card and we require payment before we dispatch the Products.
Accuracy of Information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or Services is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or Services has been modified or updated.
How the Contract is Formed Between You and Us
Please take time to read and check your order on each page of the order process. After placing an order for our Products, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that the Product has been dispatched (“Dispatch Confirmation”). The contract between us for the purchase of our Products (“Contract”) will only be formed when we send you the Dispatch Confirmation. We are not under any obligation to accept an order from you.
The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
Delivery
We will confirm if we can deliver to you and if we can do that within your estimated delivery date, in the Dispatch Confirmation in accordance with our delivery timeframes. Please note that delivery dates are estimates only and Prices are calculated at the checkout. It is your responsibility to ensure that you have given us the correct delivery address and any special delivery instructions.
If you or your nominee fail, through no fault of ours, to take delivery of the Goods at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
The Goods will become your responsibility from the completion of delivery or Customer collection. You must, if reasonably practicable, examine the Goods before accepting them.
Risk and Title
The Products will be at your risk on completion of delivery. Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including any delivery charges.
Your Consumer Right of Return and Refund
You have the right of return and refund if the Product is defective or not as described: Because you are a consumer, we are under a legal duty to supply Products that are in conformity with this Contract. You have legal rights in relation to Products that are defective or not as described. If the Products we deliver to you are defective or are not as described on our Website, you should contact us and report such defect or misdescription as soon as possible (we ask that this is within 7 days from delivery of the Products and if possible we ask that you send us a photograph as evidence of the defective or misdescribed Product – this will assist in processing your refund quickly).
If we agree that it is defective or misdescribed (acting reasonably) we will offer you the choice of either an exchange, replacement or a refund of the price of the Product in full.
We will refund you within 30 days after the day on which (whichever is the earlier of):
- the day we receive the Product back from you;
- the day on which you provide us with acceptable evidence that you have sent the Product back to us; or
- the day on which you provide us with acceptable evidence that the Product is defective or misdescribed.
We try our best to ensure that our Products are perfect 100% of the time, but we are sure you will agree that this is not always possible. In the event of a minor fault, we reserve the right to use our discretion as to whether a full refund is applicable or not. We will act reasonably and may offer you a replacement or partial refund or a voucher. We will refund you by the method used by you to pay.
How to Contact us: If you wish to cancel a Contract and/or return a Product to us for any of the reasons set out above, you just need to let us know within the applicable timeframe. The easiest way to do this is by using the My Account section on the website. Alternatively, you can email us at [email protected]. If you are emailing us or writing to us please include details of your order to help us to identify it (and photographic evidence if applicable). If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email.
Third-party Services
If you decide to enable, access or use third-party services, be advised that your access and use of such other services are governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services. You irrevocably waive any claim against Pro You Limited with respect to such other services. Pro You Limited is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such other services, or your reliance on the privacy practices, data security processes or other policies of such other services. You may be required to register for or log into such other services on their respective platforms. By enabling any other services, you are expressly permitting Pro You Limited to disclose your data as necessary to facilitate the use or enablement of such other service.
Advertisements
During your use of the Website and Services, you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Website and Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.
Links to Other Resources
Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. Some of the links on the Website may be “affiliate links”. This means if you click on the link and purchase an item, Pro You Limited will receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Website and Services. Your linking to any other off-site resources is at your own risk.
Prohibited Uses
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.
Intellectual Property Rights
“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by Pro You Limited or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Pro You Limited. All trademarks, service marks, graphics and logos used in connection with the Website and Services, are trademarks or registered trademarks of Pro You Limited or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of Pro You Limited or third-party trademarks.
Disclaimer of Warranty
You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
The products we sell have been designed and prepared to comply with the statutory legal requirements and relevant health and safety standards of New Zealand. We can therefore make no representation or warranty that any Product is compliant with health, safety or other legal requirements which apply outside New Zealand. We shall have no liability under the warranty to the extent that any damage or defect results from:
- a modification or alteration of the Products by anyone other than us;
- your or any third party’s use of the Products in a manner contrary to the instructions given to you by us;
- fair wear and tear, wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party; or
any failure to use reasonable skill and care in using the Products and/or failure to use the Products legally and/or for the purposes for which such Products are intended to be
Medical Disclaimer.
We are not medical practitioners or registered dietitians. We strongly recommend that prior to commencing, buying and using any supplement from our website, that you consult a medical practitioner and/or registered dietitian first. We have no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise or diet on a medical condition.
Limitation of Liability
To the fullest extent permitted by applicable law, in no event will Pro You Limited, its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of the content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Pro You Limited and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount greater of or any amounts actually paid in cash by you to Pro You Limited for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
Indemnification
You agree to indemnify and hold Pro You Limited and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website and Services or any wilful misconduct on your part.
Events Outside our Control
We will not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Event Outside Our Control”).
An Event Outside Our Control includes any act, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; a civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disasters; impossibility/breakdown of the use of railways, shipping, aircraft, motor transport or other means of public transport including traffic; failure by our suppliers to supply; failure of public telecommunications networks (including the internet); and the acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any Contract is deemed to be suspended for the period that the Event Outside Our Control continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Event Outside Our Control to a close or to find a solution by which our obligations under the Contract may be performed despite the Event Outside Our Control.
Availability
The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of the information, compatibility and satisfactory quality.
Pro You Limited accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
Term and Termination
These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at [email protected].
Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation.
If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.
If we terminate or suspend your account for any reason set out under this terms and conditions, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Severability
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Dispute Resolution
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of New Zealand without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of New Zealand. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in New Zealand, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Assignment
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
Changes and Amendments
We reserve the right to modify this Agreement or its terms relating to the Website and Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website and Services after any such changes shall constitute your consent to such changes.
Acceptance of These Terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.
Written Communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
Contacting Us
If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via the contact form, send an email to [email protected] or write a letter to 10/36 Sale Street, Auckland, 1010 New Zealand. Tel: 09 218 2998 or 0225266211.
This document was last updated on February 25, 2021
