Submission Terms and Conditions

By making a submission, proposal or other form of disclosure (“submission”) to Zespri Group Limited (“ZAG”/“us”/ “we”), you (“you” / “the submitter”) accept and do so on the following terms and conditions (“terms”).

1. You warrant that:
   1. If you are submitting on behalf of a corporate entity or other form of registered trading business (“entity”), you are duly authorized by the entity to make this submission and bind the entity to these terms.
   2. If you are not an entity, you are at least 18 years of age.
   3. You and/or the entity are the owner of the intellectual property/confidential information/trade secrets (“IP”) contained within the submission, or you hold appropriate licenses to use and disclose the IP for the purposes of the submission.
   4. Your submission does not violate or infringe, and its use will not violate or infringe, the rights (including rights in IP) of any third party, any applicable law or ordinance, or these terms.
   5. The content of your submission and any representations made are true and accurate at the time of making the submission and you undertake to inform ZAG if you subsequently discover any untruths or inaccuracies.
   6. You will use commercially reasonable efforts to ensure that your submission is free from viruses, worms, trojan horses, or other items of a destructive nature.
   7. You have noted in your submission any potential issues with the above warranties.
2. You understand and agree that, on making a submission:
   1. In the absence of any other agreements entered into with ZAG, the submission will become the property of ZAG.  You acknowledge that ZAG is entitled to retain a copy of the submission for future reference and non-commercial ideation.
   2. In the absence of any other confidentiality entered into with ZAG, the submission is not considered confidential or commercially sensitive.
   3. ZAG has sole discretion as to whether it reviews, responds to or takes any action regarding your submission, and makes no undertakings or representations as to future business opportunities for you.
   4. ZAG is not liable to you in any regard for any alleged losses to you as a result of you making a submission, and/or ZAG acting on its rights under these terms, and you hold ZAG harmless in that regard.
   5. You will indemnify ZAG against any third party claims brought against it as a result of ZAG acting on its rights under these terms.
   6. ZAG is not responsible to you for (and makes no representations about) enacting data protection standards other than reasonably applicable in the ordinary course of business.
   7. Any use of the submission, or any related or similar concepts, is not an admission by ZAG of the submission’s novelty, uniqueness, usefulness, or originality. 
   8. These terms are governed by the laws of New Zealand, and any unresolved disputes regarding these terms will be finally decided by the Courts of New Zealand.  
3. If you don’t agree with any of these terms, we advise you not to make a submission.  If you want to vary any of these terms, you must do so in writing to ZAG Fund (zag@zespri.com), before making your submission for any variation to be enforceable.
4. In the event that any of these terms are held by a Court to be unenforceable or invalid, where possible, the unenforceable or invalid term will be varied by the minimum amount necessary to become valid and enforceable, inline with the intent of the term/s.  Where an unenforceable or invalid term cannot be varied to become valid and enforceable, inline with the intent of that term, then the unenforceable or invalid term will be removed from these terms, without impacting the validity or enforceability of the remaining terms.