Terms of service

STOKPASS

Terms and Conditions

Effective date: 1 May 2026
Last updated: 1 May 2026

These Terms and Conditions govern all use of the Stokpass platform and marketplace. By registering as a Seller or Buyer, or by using the Stokpass website at stokpass.com, you agree to be bound by these terms in full. If you do not agree, you must not use the platform. These terms are subject to change — continued use of the platform after any update constitutes acceptance of the revised terms.

1. Definitions

In these Terms and Conditions, the following definitions apply:

  • Stokpass, we, us, our: refers to Stokpass, the operator of the platform at stokpass.com, acting as a marketplace intermediary and payment facilitator.
  • Platform: the Stokpass website, marketplace, and all associated tools, forms, and services available at stokpass.com.
  • Seller / Supplier: any business, importer, wholesaler, or retailer that registers to list excess, end-of-line, or overstock inventory on the Platform.
  • Buyer: any verified trade business, sole trader, or commercial operator that registers to purchase stock listed on the Platform.
  • Listing: a product or stock lot listed for sale on the Platform by or on behalf of a Seller.
  • Transaction: a confirmed sale of a Listing between a Seller and Buyer facilitated through the Platform.
  • Commission: the fee retained by Stokpass from the sale proceeds of each Transaction.
  • Held Funds: buyer payment received and held by Stokpass pending delivery confirmation and dispute resolution window.
  • Draft Order: a payment request issued by Stokpass to a Buyer confirming the agreed stock price and freight cost prior to payment.
  • Dispute Window: the 48-hour period following confirmed delivery during which a Buyer may raise a formal dispute.
  • GST: Goods and Services Tax as applicable under New Zealand law.

2. Nature of the Platform and Stokpass's Role

2.1 Intermediary and Agent Role
Stokpass operates as a marketplace intermediary and acts as a limited agent of the Seller solely for the purpose of facilitating Transactions, including collecting and holding payment on the Seller’s behalf. Stokpass does not act as agent for the Buyer.

2.2 Contract Formation
The contract for the sale of goods is formed directly between the Seller and the Buyer upon confirmation of the Draft Order and successful payment. Stokpass is not a party to the contract of sale.

2.3 No Ownership of Goods
Stokpass does not own, hold, or take title to any goods listed on the Platform. All goods remain the property of the Seller until delivered to the Buyer.

2.4 Payment Handling
Stokpass may collect, hold, and release payments as a payment facilitator acting on behalf of the Seller. This arrangement does not constitute Stokpass acting as a bank, financial institution, trustee, or regulated payment service provider.

2.5 No Fiduciary Relationship
Nothing in these Terms creates any fiduciary, partnership, joint venture, or employment relationship between Stokpass and any user.

2.6 No Guarantee of Sale
Stokpass does not guarantee that any Listing will result in a sale or that any Buyer will complete a Transaction.

3. Eligibility and Registration

The Stokpass Platform is open to registered businesses and sole traders operating commercially. By registering, you confirm that you are acting in a business capacity.

Stokpass reserves the right to refuse registration, suspend, or terminate any account at its sole discretion, including where information is false, misleading, or incomplete.

4. Listings

All Listings are subject to review and approval by Stokpass. Stokpass may reject, edit, or remove any Listing at its discretion.

Sellers are solely responsible for ensuring that:

  • all Listing information is accurate and not misleading
  • photographs represent the actual stock
  • defects or damage are disclosed
  • goods are legally available for sale
  • stock is available at the time of listing

5. Transaction Process

5.1 Request a Quote
Buyers initiate a purchase by submitting a Quote Request through the Platform.

5.2 Freight Quotation
Only the Buyer’s general delivery area (postcode or suburb) will be shared with the Seller prior to payment.

5.3 Draft Order
Stokpass will issue a Draft Order outlining the stock price, freight cost, and total payable.

5.4 Payment
Buyers must pay the full Draft Order amount prior to dispatch.

5.5 Full Address Disclosure
The Buyer’s full delivery address will only be shared with the Seller after payment is confirmed.

5.6 Dispatch
The Seller must dispatch goods within 5 business days of receiving delivery details.

5.7 Delivery and Fund Release
Following delivery, a 48-hour Dispute Window applies. If no dispute is raised, funds are released to the Seller.

5.8 Circumvention Prohibited
Sellers and Buyers must not directly or indirectly transact outside the Platform with any party introduced through Stokpass for a period of 12 months.

If Stokpass reasonably determines that a Transaction has been conducted outside the Platform in breach of this clause, Stokpass may invoice the Seller for a commission fee equal to 15% of the estimated transaction value. This amount is immediately payable and may be recovered as a debt.

6. Freight and Delivery

The Seller is responsible for arranging freight. Stokpass is not a freight provider and accepts no responsibility for delivery performance.

Risk of loss passes to the Buyer upon handover to the carrier.

7. Fees, Commission, and Payment

Stokpass charges commission on each completed Transaction. Commission is deducted from Held Funds before release to the Seller.

7.8 Authority to Deduct and Offset
Stokpass reserves the right to deduct, offset, or withhold any amounts owed to Stokpass from funds held on behalf of a Seller, including commission, dispute costs, chargebacks, or breaches of these Terms.

8. Seller Obligations

Sellers must:

  • ensure accuracy of listings
  • respond to requests promptly
  • dispatch goods within required timeframes
  • maintain proper documentation
  • comply with applicable laws

9. Buyer Obligations

Buyers must:

  • provide accurate information
  • review Draft Orders carefully
  • make full payment
  • inspect goods upon delivery
  • raise disputes within the Dispute Window

All sales are final for B2B transactions.

10. Disputes

10.1–10.3 (unchanged — process and evidence requirements)

10.4 Determination by Stokpass
Stokpass will review all available evidence and make a determination in good faith, acting reasonably based on the information provided.

This determination is intended to resolve disputes efficiently within the Platform. However, nothing in this clause limits either party’s legal rights to pursue a claim through the courts or other legal processes.

11. Prohibited Conduct

Users must not engage in fraudulent, misleading, or unlawful conduct.

11.9 Fraud and Misconduct
Stokpass may immediately suspend or terminate any account where fraud, misrepresentation, or dishonest conduct is suspected and may pursue recovery of losses.

12. Limitation of Liability

Stokpass acts as an intermediary only and accepts no liability for:

  • listing accuracy
  • product quality
  • freight performance
  • indirect or consequential loss

12.5 No Reliance on Listings
Buyers acknowledge that Listings are provided by Sellers and that Stokpass does not independently verify their accuracy. Buyers agree they do not rely on Stokpass in making purchasing decisions.

Stokpass’s total liability is limited to the Commission amount collected in the relevant Transaction.

13. Indemnity

Each user agrees to indemnify and hold harmless Stokpass against any claims, damages, or losses arising from breach of these Terms, inaccurate Listings, or unlawful conduct.

14. Privacy and Data

Stokpass collects and uses information in accordance with the New Zealand Privacy Act 2020.

Buyer details are not shared with Sellers until payment is confirmed.

15. Intellectual Property

All Platform content is owned by Stokpass. Sellers grant Stokpass a licence to use listing content for Platform operation and promotion.

16. Termination

Stokpass may suspend or terminate accounts at any time.

Users may close their account at any time, but obligations relating to Transactions remain in effect.

17. Governing Law

These Terms are governed by the laws of New Zealand.

18. General

18.6 Platform Discretion
Stokpass reserves the right to modify, suspend, or discontinue any aspect of the Platform at any time without liability.