Wholesaler Agreement
Generosity.co.nz
Version: 3.0 · Effective date: 25 August 2026
Applies to every business that applies to offer products or vouchers through the Platform's wholesale catalogue.
3.0 changes: clarified the Platform is not a party to wholesaler/buyer contracts and not a financial service provider; added authority and accuracy duties, proof-of-stock and authenticity rules, listing update duties, non-refundable fees, minimum-price adjustments, fulfilment and messaging duties, prompt refunds, automated fraud monitoring, identity verification, DIA raffle compliance, and new defined terms.
1. Who this applies to
This agreement applies when a business ("you", "wholesaler") applies to be approved by the Platform to offer products or vouchers to fundraisers through the wholesale catalogue. Approval is at the Platform's discretion and requires completed onboarding, including business verification and a Stripe Connect account with business details.
If you act for a business, you confirm you are authorised to do so and to bind it to this agreement, and that anyone you add as a representative is also authorised. You must keep your business details (including GST status and registration) accurate and up to date.
2. Your role
- You supply products or vouchers to fundraisers, who sell them through their campaign pages.
- You fulfil the order. When a buyer purchases one of your products from a fundraiser's page, the order is sent to you and you are responsible for shipping or delivering it to the buyer as described in your listing.
- You are the seller of record to the buyer. The buyer's contract is with you, the buyer pays you directly, and receipts and tax invoices for the sale are issued in your name. The Platform is not a party to that contract, and is not a financial service provider.
- You are responsible to the buyer for the quality, description and fulfilment of your products, including Consumer Guarantees Act 1993 and Fair Trading Act 1986 obligations, and you indemnify the fundraiser and the Platform against liability arising from your products or fulfilment.
3. Applying and approval
- You must apply through the Platform and provide true, complete business details.
- The Platform may approve, reject or suspend your application at its discretion, including on moderation, fraud or compliance grounds.
- Approval is not transferable. You must notify the Platform of material changes to your business details, and approval may be revoked if those details change materially.
- We may request proof of product authenticity, proof of stock, or proof of business legitimacy at any time, and may require identity or verification documents.
4. Listing rules
- Every catalogue listing must be accurate, honest and not misleading (Fair Trading Act 1986).
- Describe the product, condition, packaging, delivery options, warranty information where applicable, and fulfilment time clearly.
- Keep listings up to date: update them if stock, prices or delivery times change, and remove them promptly if items become unavailable. Don't create duplicate listings to manipulate visibility.
- You must set a minimum commission of at least 10% of the sale price for each product (or a higher minimum at your discretion). The Platform enforces this minimum.
- You must never list prohibited items (see the Prohibited Items List) or items you are not authorised to supply.
- Listings are moderated. The Platform may reject, pause or remove any listing, and may request evidence of product authenticity.
- Vouchers must be valid, redeemable as described, and must not breach any law governing stored value or gift cards.
5. Pricing, payment and commission
- You set the wholesale unit cost for each product.
- Fundraisers set the sale price, subject to a floor of your wholesale unit cost plus the minimum commission. The Platform may adjust minimum sale prices if you update your wholesale costs.
- When a buyer pays, the full sale amount is paid directly to your connected Stripe account. The Platform does not receive or route the sale proceeds.
- You owe the fundraiser a commission of at least 10% of the sale price (or the higher minimum you set). The Platform automatically generates an invoice from the fundraiser to you, batched on a regular cycle, and charges it to the card you save once in your billing settings. The commission is paid into the fundraiser's Stripe account.
- You also owe the Platform a platform fee of 5% + GST of the sales generated through fundraisers (or the then-current rate). The Platform invoices you weekly and charges the same card automatically. The Platform may, at its discretion, waive the fee for your first $X of sales and may grant credit that offsets the fee (e.g. promotional vouchers). If nothing sells, no platform fee is charged.
- Fees are non-refundable once incurred. You must keep your saved payment card valid; if a payment fails, the amount remains payable and may accumulate, and repeated failures may result in suspension until the debt is cleared.
- Stripe may charge its own processing fees on the payments you receive and on the commission you pay.
- You are responsible for your tax obligations on amounts you receive, including GST accounting if you are GST-registered. The commission you pay is a separate supply by the fundraiser, and the platform fee is the Platform's supply (GST applies to it, which you may claim as an input credit where eligible — commonly treated as a business advertising or marketing expense; confirm the treatment with your accountant).
6. Fulfilment
- Fulfil orders promptly, correctly and as described in your listing.
- Where couriered, use a trackable service and reasonable packaging, and provide the tracking number to the buyer where available.
- Respond to buyer messages within a reasonable timeframe (generally within two business days).
- If you cannot fulfil an order, notify the Platform immediately. The order will be cancelled and the buyer refunded in full, and any commission on that order will be cancelled.
- You are responsible for the costs of fulfilling orders, including shipping and packaging.
- Failure to fulfil orders may result in suspension of your account.
7. Refunds and disputes
- You must honour the Refund Policy in respect of your products and cooperate with the Dispute Resolution Policy, and process refunds promptly.
- Where a buyer obtains a refund or chargeback for a product you supplied, the refund or chargeback is taken from your Stripe balance because you are the merchant of record, and any chargeback fees may be deducted from it. The commission on that order is cancelled; if it was already paid to the fundraiser, it is credited against your next commission invoice. The platform fee on a refunded or charged-back order is credited against your next platform-fee invoice.
- Chargeback decisions are made by Stripe and the payment networks; the Platform is not responsible for those decisions.
- You must not dispute a legitimate reversal under this section.
8. Prohibited conduct
You must not: misrepresent your products or business; artificially manipulate wholesale unit costs (for example to inflate fundraiser commissions or platform fees); use AI to generate misleading product descriptions; deal directly with fundraisers or buyers to move transactions off-platform; solicit buyers or fundraisers to circumvent the Platform's fee; attempt to bypass Stripe verification; supply prohibited or restricted items; or supply products intended for raffles unless they comply with the Gambling Act 2003 and any Department of Internal Affairs requirements.
8A. Fraud and identity
We may use automated systems and manual review to detect fraud, suspicious activity or breaches of this agreement, including analysis of transaction patterns, device information and behavioural signals. You may be required to provide identity documents, proof of address, proof of stock, or proof of product authenticity; failure to provide requested documents may result in suspension.
9. Suspension and removal
The Platform may suspend or remove your account, or any listing, for breach of this agreement, fraud risk, or where required by law. Outstanding fees remain payable after suspension. Pending orders will be fulfilled or refunded according to the Refund Policy and Dispute Resolution Policy, and commission payouts may be frozen during investigations.
10. Platform availability
The Platform may experience downtime or interruptions. We do not guarantee continuous availability, and we do not guarantee sales, visibility or campaign performance.
11. Changes
We may update this agreement with reasonable notice; continuing to offer products through the catalogue means acceptance.
12. Data sharing for fulfilment
Buyer information may be shared with you solely for fulfilment and legal compliance, in accordance with the Privacy Policy.
13. Defined terms
- Wholesale catalogue: the Platform's catalogue of products and vouchers offered by approved wholesalers for fundraisers to add to their pages.
- Wholesale unit cost: the price you charge for each unit, as set by you in your listing.
- Commission: the share of the sale price owed to the fundraiser, at least 10% (or the higher minimum you set).
- Fundraiser commission invoice cycle: the regular batch cycle on which the Platform generates commission invoices from fundraisers to you and charges your saved card.
- Platform fee: the 5% + GST fee on sales generated through fundraisers, invoiced to you weekly and charged to your saved card.
- Buyer: the person who purchases a product or voucher from a fundraiser's page.
- Seller of record: the party whose name appears on the buyer's receipt and who is the merchant for the sale.