Terms and Conditions

PartsTrader

ABOUT PARTSTRADER
1. PARTSTRADER facilitates the procurement of new and used motor vehicle parts by motor vehicle Repairers from parts Suppliers. PARTSTRADER is an e-marketplace which allows:
  1. Requests for parts by Repairers to be presented in an electronic format for downloading and viewing by Suppliers; and
  2. Quotes in response to all Requests to be uploaded in an electronic format and submitted for consideration by the relevant Repairer.
TERMS AND CONDITIONS
1. Acceptance of Terms of Use: These Terms of Use set out the terms on which we offer you access to and use of PARTSTRADER. By registering as a Member of PARTSTRADER you accept these Terms of Use and confirm that you have the authority to enter into transactions.
2. Changes to Terms of Use: These Terms of Use may be updated from time to time and any changes will be effective immediately upon notification on the PARTSTRADER website. You are responsible for ensuring you are familiar with the latest Terms of Use and if you do not agree to be bound by these terms, you must discontinue use of PARTSTRADER and Notify us of your wish to withdraw your Membership. Your continued use of PARTSTRADER will constitute conclusive acceptance of the Terms of Use as amended.
3. Use of PartsTrader: The use of PARTSTRADER is restricted to Requests and Quotations for parts required to repair motor vehicles.
4. Cost of Use: PARTSTRADER is made available to Members on the following basis:
  1. no fee is applicable for all IAG NZ PARTSTRADER transactions;
  2. a fee of 3.5% of the total Quote value as entered in PARTSTRADER is payable to us and will be charged to Suppliers for all open market PARTSTRADER transactions.
5. These Terms of Use supplement our other agreements with you (if any), including the Motor Vehicles Repairers Agreement and any other agreement to which you may be a party with us.
MEMBERSHIP
1. Registration: Registration of a Member to use PARTSTRADER will be at our sole discretion. By registering as a Member you confirm:
  1. that all information you provide at the time of registration is true, complete and accurate;
  2. that you will continue to keep your membership information up to date, true, complete and accurate at all times during your membership;
  3. that you hold authority to act for the organisation that you represent and you will Notify us immediately if you cease to hold such authority; and
  4. that you have not relied upon any pre-contractual advice, representations or warranties given or made by us in agreeing to be bound by these Terms of Use.
  5. that you grant us permission to contact you electronically for any purpose related to the operation or enhancement of Partstrader.
2. Acceptance of Membership application: We reserve the right to accept or reject any Membership application.
3. Change of Membership details: You may change your registration details at any time by Notifying us or updating your profile on the Website.
4. Termination of Membership by You: You may terminate your Membership of PARTSTRADER at any time, for any reason and in such case you should Notify us.
5. Termination of Membership by Us: We reserve the right in our sole discretion to terminate the Membership of any Member, or to refuse a Member access to PARTSTRADER, without notice. Membership may be terminated but not limited to the following reasons:
  1. we believe that any information you have provided to us is, untrue, incomplete, inaccurate or not current;
  2. you fail to comply with these Terms of Use;
  3. failure to pay transaction fees;
  4. multiple and/or serious complaints are received from other Members relating to your use of PARTSTRADER including but not limited to failure to complete transactions;
  5. we in our sole discretion deem your behaviour relating to the use of PARTSTRADER to be unacceptable; or
  6. a receiver is appointed or you do anything which would render you liable to be liquidated.
6. Effect of Termination: You agree that any termination of your access to PARTSTRADER under any provision of these Terms of Use may be effected immediately without Notice, and acknowledge that in such event we may immediately deactivate or delete your Membership and all related information and files in your account and/or prohibit any further access to such files of PARTSTRADER. Further, you agree that we shall not be liable to you or any third party for any loss or damage arising out of termination of your access to PARTSTRADER. On termination, all licences granted under or pursuant to these Terms of Use will end and you will not be authorised to use PARTSTRADER.
DISCLAIMER
1. You expressly understand and agree that:
  1. PARTSTRADER and the services available through PARTSTRADER are provided on an "as is" and "as available" basis;
  2. Your use of PARTSTRADER is at your sole risk. To the extent permitted by law we expressly disclaim all conditions or warranties, which would otherwise be implied into these Terms of Use;
  3. We make no warranty that:
    1. the services provided by PARTSTRADER will be uninterrupted, timely, secure, or error and/or virus free;
    2. defects in the services provided by PARTSTRADER will be corrected;
    3. the information provided on the Website or linked web sites is error-free or reliable;
    4. any parts procured through PARTSTRADER will meet your requirements;
  4. We do not verify or assume any responsibility for:
    1. the completeness or accuracy of the content provided on PARTSTRADER, including without limitation any Requests, any Quotes, any advertisements and industry information posted on the Website or any linked web site or other information concerning a Repairer, or a Supplier, or an Assessor; or
    2. the content of anything you or any other Member may post on the Website, (together, "the Content").
  5. We offer no warranties in relation to parts offered or procured on PARTSTRADER. You acknowledge that we make no representation as to the ownership of title in parts offered or sold, the presence or absence of any caveats on items offered or sold, or as to the ability or authority of either a Repairer or Supplier to complete a transaction.
  6. No advice or information that is obtained by you from PARTSTRADER or us or any Member or otherwise shall create any warranty not expressly stated in these Terms of Use.
OPERATION OF PARTSTRADER
1. Submissions and Acceptance: PARTSTRADER enables Repairers to submit a Request and Suppliers to submit a Quote in response to that Request. The relevant Quotes can only be assessed by the requesting Repairer and the Assessor (if applicable) once the period for submitting Quotes has closed.
2. Extent of PARTSTRADER Service: PARTSTRADER provides an electronic platform for Repairers and Suppliers to submit Requests and Quotes, and Repairers to approve selected Quotes. PARTSTRADER is only an electronic platform, and does not take any part in the sale of items other than by facilitating procurement of parts via the Website for which service a transaction fee may be charged by us. We do not act as agent for any Member. For the avoidance of doubt, no contract is formed with PARTSTRADER or us for the sale of parts at any time in the PARTSTRADER procurement process.
3. At Own Risk: Transactions conducted with other Members are conducted entirely at your own risk. You agree that we take no responsibility for any misconduct of any Members including without limitation, Members that have registered under false pretences or any attempts by Members to defraud other Members.
4. Functioning: You are responsible for ensuring you have and maintain adequate and functioning computer hardware and software to ensure transmission of your Requests or Quotes or to assess Quotes and to access the other functions of PARTSTRADER. We shall not be responsible for any delay or failure to transmission or any download or upload of data from, to or via PARTSTRADER, whether or not such delay or failure arises out of a defect, fault, loss of availability or malfunction of PARTSTRADER.
5. Unacceptable Use: You shall not engage in any illegal or offensive behaviour using PARTSTRADER or gain, or attempt to gain unauthorised access to PARTSTRADER, our systems or that of other parties accessing the site or any information or data to which you are not granted access. You shall not attempt to damage or harm PARTSTRADER or the Website in any way, including (but without limitation) by:
  1. uploading, posting emails, or otherwise transmitting any unsolicited or unauthorised advertising or promotional material;
  2. uploading, posting emails or otherwise transmitting any data file containing software viruses or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  3. acting in a manner that negatively affects the ability of any Member to engage in reasonable usage of the Website; or
  4. interfering with or disrupting the services of the Website.
TENDER PROCESS RULES General
1. All Requests and Quotes made through PARTSTRADER shall be made in good faith. All selections of Quotes by a Repairer must be made in good faith. All approvals and rejections of Quotes must be made in good faith.
2. All Quotes must be listed in New Zealand dollars and exclude GST, which must be shown separately In the event that a transaction fee applies it will be calculated at the applicable rate based on the total value of the quote and added to the cost of parts quoted including GST.
3. Quotes in response to a particular Request must be received prior to the closing time shown on that Request. Any late Quotes will not be accepted by PARTSTRADER and will be treated as void.
4. A Repairer is not obliged to accept the lowest Quote. Where a Repairer rejects all Quotes it must immediately withdraw the request from PARTSTRADER.
5. If you are the Supplier who has provided an approved Quote in relation to any Request, you will be notified by the requesting Repairer directly. We do not accept any responsibility in processing any notification between requesting Repairers and successful Suppliers.
6. Suppliers shall not discuss or share any information contained in or relating to any Quotes to be submitted in response to a Request.
7. No Repairer or Supplier shall act in a way that has the effect of discouraging any Supplier from submitting a Quote in response to a Request.
8. We will not remove, edit or amend any of the content in relation to a particular Request before the date for responses to the particular Request has closed. Notwithstanding this, we reserve the right to remove any of the content at any time and without notice in the event that it is found, in our unfettered opinion, to be defamatory, offensive, otherwise actionable by any party, or in violation of any rule or law.
9. Quotes will be held by PARTSTRADER until the closing time shown on a Request has passed and PARTSTRADER will then generate a list of Quotes for the requesting Repairer to review. The identity, contact details and quoted prices will only be released to the requesting Repairer at that point.
Repairer's Obligations
1. If you are a Member who at any time acts in the capacity of a Repairer, when acting in that capacity you shall comply with the following terms:
  1. You shall only enter Requests that are accurate, truthful and complete and provide sufficient information to enable a Supplier to quote accurately.
  2. You shall only place Requests for parts if you genuinely intend to purchase the parts from Suppliers via PARTSTRADER provided that the quotes that you receive are viable in meeting your stated requirements. At least 50% of your requests must result in an order being completed to a quoting Supplier.
  3. You shall only place Requests for parts that you require and you shall NOT place a Request where you are unable to complete a transaction. You agree to indemnify us against any liability which we may incur to a third party arising out of a Request placed by you.
  4. You may amend, add to, or withdraw a Request at any time prior to the closing time indicated on the Request. All Suppliers will automatically be notified of such change.
  5. Once a Request has been submitted, you shall not buy the requested parts outside the PARTSTRADER process until the period for submitting Quotes has expired and you have rejected all Quotes.
  6. You may select any Quote, any combination of Quotes or reject all Quotes at your discretion. You are not obliged to discuss with any Supplier the reasons why any Quote was selected or rejected.
  7. You must choose the winning Supplier or Suppliers, escalate the request, or withdraw the quotation from PARTSTRADER within 10 business days of the quote closing.
  8. You must place a purchase order for parts to Suppliers as soon as possible after you have selected the winning suppliers in PARTSTRADER. If circumstances change and you are unable to place the purchase order for the quoted parts you must immediately notify the chosen Supplier that the order will not proceed.
  9. You must not act in any way so as to undermine the PARTSTRADER network. Specifically (but not limited to) you must not:
    1. Provide an unfair advantage to any Supplier;
    2. Use PARTSTRADER to get valid Quotes then withdraw the Request and purchase outside of the system;
    3. Fail to pay Suppliers within their terms of payment; or
    4. Act in an unprofessional, unethical, or unfair manner to another Member.
  10. You agree to comply with all other provisions set out in these Terms of Use.
Supplier's Obligations
1. If you are a Member who at any time acts in the capacity of a Supplier, when acting in that capacity you shall comply with the following terms:
  1. You may elect to submit a Quote in response to a Request at your sole discretion. If you do not have sufficient information to quote accurately it is your responsibility to contact the Repairer for further information.
  2. All prices quoted on PARTSTRADER to be your best price based on the trade price or lower, net of all discounts and rebates. Your Quote must include the cost of all freight as a fixed price, shown separately.
  3. You must provide details of any defects in relation to the quoted parts and state any allowable repair times and deductions you are willing to provide a Repairer to rectify any defects.
  4. You may not retract or change any Quote after the closing date. You shall only place a Quote where there is a genuine intention and capability to provide the parts at the Quote price entered.
  5. Where you are notified that your Quote has been accepted by the requesting Repairer, you shall provide the parts requested in the Request at the agreed price set out in your Quote. By placing a Quote, you warrant and represent that you have the legal right to enter into and complete the transaction.
  6. You must not act in any way so as to undermine the PARTSTRADER network. Specifically (but not limited to) you must not:
    1. Discuss or collude with other Repairers or Suppliers in the setting of prices;
    2. Engage in any action that would provide an unfair advantage; or
    3. Act in an unprofessional, unethical, or unfair manner to another member of PARTSTRADER.
  7. You agree to comply with all other provisions set out in these Terms of Use.
  8. Suppliers that do not provide the parts at the quoted price will receive a warning, after a complaint by a Repairer in respect of a particular transaction. Complaints regarding a Member's behaviour may result in termination of the Member.
Assessor's Obligations
1. If you are a Member who at any time acts in the capacity of an Assessor, when acting in that capacity you shall comply with the following terms:
  1. You shall promptly resolve with Repairers any issues concerning the selected Quote.
  2. Assessors may submit a Request on behalf of a Repairer that is not a Member of PARTSTRADER.
  3. You agree to comply with all other provisions set out in these Terms of Use.
Transaction Fees
1. Repairers and Suppliers agree to comply with the following transaction fee terms and not act in a manner to avoid payment of such fees:
  1. Transaction fees of 3.5% of the total accepted Quote will be payable to us and will apply to all transactions except for parts required for IAG NZ insurance claims. PARTSTRADER will notify the Repairer and Supplier if a transaction fee applies to the parts request;
  2. The transaction fee will apply to the total value of the Quote including GST;
  3. Suppliers will be invoiced weekly for all transaction fees;
  4. Suppliers are required to pay transaction fees within 30 days following receipt of an invoice. Suppliers can pay transaction fees either by credit card or direct payment into our nominated bank account;
  5. Suppliers may request a credit of their transaction fee if:
    1. The Supplier did not receive a parts order (this may be confirmed with the Repairer); or
    2. The value of the order differed from the original quote (please provide a copy of your revised invoice); or
    3. The Repairer returned the parts (please provide a copy of your credit note).
    Credit notes will be issued in the event that an order does not proceed or parts are returned. The Supplier is responsible for requesting the credit within 30 days of being invoiced and providing proof to support the credit request.
  6. Statements of account are available online within PARTSTRADER.
TERMS OF PURCHASE/SUPPLY
1. In relation to the purchase by Repairers and the supply by Suppliers of motor vehicle parts for motor vehicle repairs, you warrant as follows:
  1. Returns: The Repairer shall promptly advise the Supplier regarding any problem with the parts supplied. The Repairer shall return any part for which it requires a credit within 30 days. The Supplier shall accept all parts returned by the Repairer within 30 days of receipt and credit the Repairer the full invoiced value of the part. If a part is returned because the wrong part was ordered by the Repairer or the part is no longer required, the Repairer shall be responsible for the cost of freight. If a part is returned because the Supplier supplied the wrong part or the part has been rejected by the Repairer, the Supplier shall bear the cost of freight.
  2. Refurbished parts: All negotiations for parts refurbishment allowances are between the Repairer and the Supplier. We will not accept responsibility nor pay the cost of any parts refurbishment. If refurbishment of any part is required to ensure the part is of merchantable quality an appropriate refurbishment allowance shall be shown separately on the Quote at a rate of $40 per hour. The Repairer may at its sole discretion return a part supplied where the Repairer considers the refurbishment allowance is inadequate or the quality of the part has been misrepresented. The Supplier may at its sole discretion either credit the Repairer the full value of the returned part and pay the cost of freight to return the part or negotiate a refurbishment allowance.
  3. Payment: The Repairer shall pay for all parts purchased through PARTSTRADER by the due date or promptly advise the Supplier if any invoice is disputed. Standard payment terms of net 20th of the month following delivery are to be extended to all Repairers unless alternative terms are specified on the Quotation.
  4. Warranty: All parts quoted shall be of merchantable quality. The Supplier shall warrant all used parts supplied for a period of not less than 180 days from date of invoice. All new parts supplied shall be covered by manufacturersý standard warranty terms.
  5. Title and Risk: Title and risk in all parts supplied will remain with the Supplier until the parts are delivered to and signed for by the Repairer at which time title and risk will pass to the Repairer.
  6. Freight Costs: The cost of freight is the responsibility of the Supplier. Freight costs shall be shown separately on the Supplierýs Quote and this shall be charged at the quoted price.
BREACH
1. If you fail to comply with any of these Terms of Use we may carry out any, some or all of the following at our discretion:
  1. require you to remedy such failure;
  2. remove any information or data causing or relating to the failure from the Website, including removing your Requests or Quotes;
  3. advise other Members of your action;
  4. issue a warning to you;
  5. terminate access to all or any part of PARTSTRADER; and/or
  6. take any other action appropriate to remedy such failure or that we believe is necessary to minimise or eliminate our potential liability, including but not limited to the release of any Member's information to a third party.
2. If we breach any of our obligations under these Terms of Use or if you become dissatisfied with PARTSTRADER, your sole and exclusive remedy shall be to terminate your registration for PARTSTRADER in accordance with these Terms of Use.
LIABILITY AND INDEMNITY
1. Liability: You agree that, to the maximum extent permitted by law, any and all liability and responsibility of us to you or any other person, entity or agent under or in connection with these Terms of Use, or in connection with PARTSTRADER or the Website, another Member's acts or omissions, or your use of or inability to use PARTSTRADER or the Website is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Our liability and responsibility is excluded in respect of any and all loss or damages, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.
2. Indemnity: You agree to release, indemnify and keep us indemnified from and against all actions, claims, costs (including legal costs and expenses) losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with these Terms of Use, your failure to complete a transaction, or arising out of any Content or item you submit, post, transmit, or make available through PARTSTRADER.
INTELLECTUAL PROPERTY
1. Copyright: The Website (including text, graphics, logos, icons, sound recordings and software and other material displayed or used on or by the Website ("Material")) is owned or licensed by us. You may not, without our written permission, in any form or by any means:
  1. adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Website; or
  2. commercialise or on-sell any information or items obtained from any part of the Website.
2. Licence: We authorise you to view and download only such copies of the Material on PARTSTRADER as are necessary to meet your legal obligations as a Member and solely to enable you to consider and reply to the Requests and Quotes submitted on PARTSTRADER. Your use of the Material on any other website or in a networked computer environment for any purpose other than as is strictly necessary for responding to Requests and Quotes is prohibited.
GENERAL PROVISIONS
1. System Integrity: We will make all reasonable efforts to ensure the availability of the Website. However we take no responsibility for any lack of system availability, or any loss or damage incurred as a result of availability or performance. No responsibility is assumed by us for the corruption of any of the data held on the Website.
2. Dispute Resolution: We will not take part in the resolution of disputes that arise between Members as a result of any use of PARTSTRADER.
3. Modification and Discontinuation: We reserve the right for any reason, at any time, without notice and in particular but without limitation, to carry out preventative or corrective maintenance, to modify or to discontinue, temporarily or permanently, PARTS TRADER (or any part thereof). You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuation of PARTSTRADER.
4. Collection of Information: You agree that we may collect information and data given by you to PARTSTRADER or through the use of cookies to record your visit. Information collected will be our exclusive property and may be used by us for any purpose solely relevant to the operation of PARTSTRADER. For the purpose of ensuring your compliance with your responsibilities under these Terms of Use, you also acknowledge and agree that subject to 11.6(b) we may audit or track your use of PARTSTRADER (acting reasonably).
5. Release of Information: You agree that we may release any personal information about you when we believe release is appropriate to comply with law, enforce or apply our Terms of Use, protect the rights, property, safety of our Members, or others, or assist in the operation of PARTSTRADER.
6. No confidentiality:
  1. By accepting these Terms of Use you acknowledge that you are providing information as part of a public tender process and that as a result but subject to 11.6 (b), this does not give rise to any obligations of confidence on behalf of any recipient of that information.
  2. IAG NZýs access to Data will be limited to Data related to transactions for IAG NZ related claims. Sproket Markets Limited will not release the Data of non IAG NZ related transactions to IAG NZ or any other third party (except as may be required by law, court order or government sanctioned independent inquiry) other than to enable an independent auditor to verify Sproket Markets Limitedýs compliance of its agreement with IAG NZ or to report aggregated market trends and conditions. Where Data is released to an independent auditor Sproket Markets Limited shall obtain an indemnity from such auditor in relation to any infringement of a requirement which Sproket Markets Limited shall impose on such auditor to keep all Data confidential and undisclosed to any third party other than as may be permitted herein.
7. Password Security: You are responsible for all your and any third parties' use of your user name and password. If you share your login name, password, reminder question and reminder answer or other information with third parties you are responsible for their use of this information. It is important for you to protect against unauthorised access to your password and to your computer by ensuring you logoff when you have finished using PARTSTRADER. You must change your password if we request you do so. You agree to contact us immediately if you suspect any unauthorised use or disclosure of your password. You agree that we shall have no liability in respect of any loss or damage incurred as a result of unauthorised use of your user name or password.
8. Advertisements, Industry News and Links: PARTSTRADER displays advertisements, general industry news and links to other websites. We accept no responsibility regarding the completeness or accuracy of the information presented. We have no control over and we shall not be liable for anything contained on a website that is linked from the Website. You agree that you will be solely responsible for any actions taken by you as a result of information presented on this Website or links to any other websites.
9. Entire agreement: These Terms of Use set out the partiesý entire agreement concerning your use of PARTSTRADER.
10. Force Majeure: We accept no liability for any failure to comply with these Terms of Use where such failure is due to circumstances beyond our control.
11. No Waiver: No term or condition will be deemed to have been waived and no delay or default will be excused unless the waiver or excuse is in writing and signed by an authorised representative of the party providing the waiver or excuse. A waiver of a breach is not a waiver of any other breach.
12. Partial Invalidity: If any provision of these Terms of Use is held to be invalid, unenforceable or illegal for any reason, that provision shall be severed and the remaining terms shall continue in full force and effect.
13. Governing Law: These Terms of Use are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.
14. Relationships: Nothing in these Terms of Use creates or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties unless specifically provided otherwise.
15. Assignment: Members may not assign, transfer or novate any of its rights or obligations under these Terms of Use without our prior approval . Any changes in the control of 50% or more of the votes of the Memberýs ultimate owner or controller, or any other change in control of the Member which has a similar effect, will be deemed as assignment of the Memberýs rights under this clause.
16. New Members: Nothing in these Terms of Use prevents us from appointing new Members to PARTSTRADER at our sole discretion.
17. Termination of Access: We may terminate access to the Website at any time without notice. Clauses 4, 8, 9, 11.5, and 11.12 of these Terms of Use will survive any such termination.
18. Definitions: In these Terms of Use, the following expressions have the meanings set out below:
  1. "Assessor" means a person, firm or company nominated to represent an insurance company to review and approve or decline the cost for a Repairer to repair a motor vehicle claim;
  2. "Data" means information received and accrued on PARTSTRADER but excludes information that is readily available to Members on PARTSTRADER;
  3. "IAG Aligned Repairer" means a repairer who is part of the IAG NZ approved repairer network and has a signed an agreement with IAG NZ;
  4. "IAG Aligned Supplier" means a supplier that has been approved by IAG NZ to supply to IAG Aligned Repairerýs;
  5. "IAG NZ" means IAG New Zealand Limited;
  6. "Member" means a legal person who has accepted the Terms of Use and whose application for membership of PARTSTRADER has been accepted by us.
  7. "Membership" shall be construed accordingly;
  8. "Notify" means to notify Sproket Markets Limited in writing, and includes but is not limited to letter, fax, or email;
  9. "PARTSTRADER" means the electronic platform comprised of a system of hardware and software designed to enable an e-marketplace operated by us at the Website;
  10. "Quote" and "Quotation" means a bid submitted by a Supplier on PARTSTRADER to provide motor vehicle parts on specified terms, in response to a Request;
  11. "Repairer" means a motor vehicle repairer who has registered as a Member;
  12. "Request" means a request for parts submitted by a Repairer on PARTSTRADER;
  13. "Supplier" means an approved supplier of motor vehicle parts and who has registered as a Member;
  14. "Website" means the PARTSTRADER website at http://www.partstrader.co.nz;
  15. "Terms of Use" means these terms and conditions for use of PARTSTRADER as they may be amended from time to time;
  16. "we", "us" and "our" if you are an IAG NZ Aligned Repairer or IAG NZ Aligned Supplier means IAG NZ and Sproket Markets Limited, either jointly or severally; and
  17. "we", "us" and "our" if you are not an IAG Aligned Repairer or IAG Aligned Supplier means Sproket Markets Limited; and
  18. "you" and "your" means you and any other company, partnership, business or other such entity of which you may be an employee, officer, agent or otherwise acting on behalf of.