iOT Verticals Limited - Conditions of Sale
1. GENERAL.
These general terms and conditions of sale shall exclusively govern all quotations, evaluations, purchase orders and any subsequent sales of all goods and services (including without limitation, hardware and software products, training, parts, repair and re-manufacturing services hereinafter ("Products") furnished by iOT Verticals Limited (“Seller”) to the Buyer hereunder, whether such sale is effected by paper-based transactions or via facsimile or other forms of electronic data interchange ("EDI") or electronic commerce.
Acceptance of the Buyer’s purchase order is made upon the express understanding that it will be governed by the terms and conditions set out herein and represents the entire agreement between the Buyer and Seller with respect thereto. No addition or modification to these terms and conditions whether in the Buyer’s purchase order or any other communication will be binding on the Seller unless agreed to in writing signed by an authorized representative of the Seller.
All periods of days herein are calendar days.
2. DEFINITIONS
“Force Majeure Event” means any event or circumstance beyond the reasonable control of the Seller (and the after-effects of such events or circumstances), including without limitation, industrial or civil disputes, war, governmental action, riot, fire, flood, drought, act of God, failure of supply of raw materials or any materials used in the manufacture of the Products but not including any industrial or civil dispute confined to part or all of the Seller workforce;
“Intellectual Property” means in respect of the Products or otherwise, any or all of the following:
(a) patents and know how held now, acquired, licensed or leased in the future by the Seller, whether registered or not;
(b) trademarks, trade names, brand names, packaging and labeling, held now or acquired, licensed or leased in the future by the Seller, whether registered or not, including logos, representations, designs or insignia relating thereto;
(c) copyrights and design rights held now, acquired, licensed or leased in the future by the Seller, whether registered or not.
3. PRODUCT VARIATION
The Seller reserves the right at any time to vary the Products either by withdrawal of or changing the nature of the Products or by the addition of further classes or lines of Products.
The Seller’s reserves the right to make changes in any of its Products without incurring any obligation to notify the Buyer or to make the same change to units previously purchased.
4. ORDERING
All purchase orders are subject to approval and final acceptance by the Seller. The Seller shall provide its acceptance, together with confirmation of pricing and available delivery dates per the terms of an Order Acknowledgement document, which the Company will send to the Buyer for each purchase order placed.
5. ORDER CANCELLATION.
The Buyer may cancel a purchase order prior to FOB delivery only by written notice and upon payment to the Seller of reasonable cancellation and restocking charges, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products or Products specifically manufactured to the Buyer’s specification may equal the actual selling price of the Products.
The Seller has the right to cancel an order for cause at any time by written notice, and the Seller will be entitled to cancellation and restocking charges as identified above.
No termination by the Buyer for cause will be effective unless and until the Seller has failed to correct such alleged cause within 21 days after receipt of the Buyer’s written notice specifying such cause.
6. PRICES
Products will be invoiced at prices in effect as of the date of purchase order and will be confirmed in the Seller’s Order Acknowledgement.
Any and all invoice errors must be disputed within 7 days of invoice date and are subject to correction by the Seller.
Prices exclude any GST/VAT, duties and Custom Clearance fees that may be imposed by Customs authorities on importation.
7. RISK, TITLE AND DELIVERY
All purchases will be delivered freight free to the buyers location. Title of a purchased Product shall pass to the Buyer upon payment receipt in full, for the said Product by the Company, except that title to all intellectual property rights associated with the Products remains with the Seller. Risk of loss or damage to Product, will pass to the Buyer upon delivery to a common carrier, The Seller will take all reasonable steps to meet the delivery dates notified in the Seller’s Order Acknowledgement and minimize any chance of delays in deliveries. However, the Seller will be not liable in any way for a failure to meet the delivery dates due to Customs Clearance delays .
In the event of interruption of any such delivery due to a Force Majeure Event, the Seller shall have the right, in its sole discretion and upon oral or written notice to the Buyer, to delay or terminate such delivery. Upon receipt of such notice, the Buyer shall have the option to change or terminate such orders.
On-time shipment is dependent upon the Buyer promptly supplying all necessary documentation. The Seller will ship via its preferred carrier and reserves the right to make partial shipments unless specifically agreed otherwise.
In the event of any Product shortages, the Buyer must notify its claim to the Seller within 14 days of Product receipt. At the Seller’s option, shipment will be fulfilled or a credit will be mailed to the Buyer within 14 days of claim receipt.
8. PAYMENT TERMS
(a) The Company will invoice the Buyer for full payment for the Product upon order acceptance.
(b) The Buyer shall pay the amount of each invoice prior to delivery FOB to the Company shipping location
(c) The Seller shall not be liable for any delay in delivery due to delay in payment.
(c) If the Buyer disputes an amount in an invoice, the Buyer shall promptly notify the Seller of such dispute and the parties will be proactive in resolving the dispute so as to avoid unnecessary delays in delivery.
(d) Without prejudice to any other rights of the Seller in respect of late payment by the Buyer, interest charges will be added to overdue invoices at the rate of 1.5% per month compounded (19.6% per annum, actual rate), or the maximum allowed by law, whichever is less, and shall be payable monthly.
(e) The Seller reserves the right to cancel an order or require full or partial payment if (1) solvency of the Buyer is in question, (2) the Buyer files for bankruptcy; (3) there is an appointment of trustee or receiver for the Buyer; or (4) execution of the Buyer by creditors.
9. FORCE MAJEURE
Should the Seller’s performance be prevented from or hindered or delayed due to a Force Majeure Event then the Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay and the Seller shall have no liability in relation to any failure by it caused by such prevention, hindrance or delay.
10. INTELLECTUAL PROPERTY RIGHTS
The Buyer agrees that the Seller has and claims various proprietary rights in the Product, and that the Buyer will not directly or indirectly cause any such proprietary rights to be violated.
The Buyer recognizes and accepts the value of the goodwill associated with the name and trademarks of the Seller, and the identification of the Products therewith. The Buyer shall not obscure, effect or permit the removal or alteration of any trademarks, patent numbers, labels, serial numbers or the like affixed to any Product, related materials or packaging.
All rights, title, and interest in and to the designs, models, patterns, specifications, copyrights, patents, trade secrets, trademarks and other intellectual and industrial property in the Products, documentation and related materials shall remain vested in the Seller or its third party suppliers. The Buyer shall not copy, make extracts from, translate or otherwise modify any of the Products provided by the Seller.
11. PATENTS AND COPYRIGHTS
(a) The Seller agrees, at its own expense, to indemnify, defend and hold harmless the Buyer from and against every expense, damage, cost and loss (including legal fees incurred) and to satisfy all judgments and decrees resulting from a claim, suit or proceeding insofar as it is based upon an allegation that the Product or any part thereof furnished by the Seller or any process which is practiced in the customary use of the Product is or has been infringing upon any patent, copyright or proprietary right PROVIDING ALWAYS that:
(i) the Buyer must give the Seller prompt written notice of any such claim, and allow the Seller to control the defense and all related settlement negotiations;
(ii) the Buyer provides full and proper information and assistance (at the Seller’s expense) for the defense of the claim, including its agreement that if the Products become, or in the Seller’s opinion are likely to become the subject of such a claim, the Buyer will allow the Seller, at its option and expense, either to procure the right for the Buyer to continue marketing and using the Products, or to replace or modify them so that they become non-infringing, and, if neither alternative is reasonable, the Buyer will return the Products upon the Seller’s written request. In the event of returned Product the Seller agrees to grant the Buyer a credit equal to the price paid by the Buyer to the Seller.
(iii) the claim does not result from any unauthorized use or modification of the Product, or from the use of the Product in conjunction with any hardware or software not supplied or approved by the Seller; and
(iv) the Buyer has not made and does not make any admissions in respect of such alleged infringement
(b) The Buyer shall indemnify and hold the Seller harmless against any damage, expense or loss resulting from any claims for actual or alleged infringement of patents, copyrights, trade-marks, trade secrets or other industrial or intellectual property rights resulting from unauthorized use or modification of the Product by the Buyer or any other party other than the Seller, or use of any Product supplied hereunder in conjunction with any hardware or software not supplied or approved by the Seller, or from the Seller’s compliance with the Buyer’s designs, specifications or instructions.
(c) The sale of Product by the Seller does not convey any license by implication, estoppel, or otherwise, under any patent, copyright, trade secret, trademark or other intellectual or industrial property right.
(d) This states the Seller’s entire liability with respect to any actual or alleged infringement of any patent, copyright, trade secret, trademark or other intellectual or industrial property right.
12. WARRANTY
For a period of 2 years (24 months) from date of purchase, the Seller warrants that the Product will be free from defects in material or workmanship under normal use and service.
The Buyer shall notify the Seller of any Product nonconformance during the applicable warranty period, and the Seller’s exclusive obligation with respect to nonconforming Product shall be, at the Seller's option, to repair or replace such Product.
The above warranty does not extend to 3rd party damage incurred by defective leaking batteries or any product that is improperly handled or stored after delivery, misuse, neglect, improper installation, operation, maintenance, repair or modification (other than by authorized the Seller), alteration, accident, or for any other cause not attributable to defects in materials or workmanship on the part of the Seller.
Any Product found to be within this scope of the warranty will be repaired or replaced by the Seller free of charge.
If the Seller’s tests and examination determine that either no fault exists in the Seller, or the Product to be repaired or replaced was caused by negligence, misuse, or unapproved alteration or modification, the Buyer agrees to pay all charges associated with each such repair or replacement.
IN NO EVENT SHALL THE SELLER’S LIABILITY TO THE BUYER OR
TO ANY OTHER PARTY FOR BREACH OF ANY OF THE FOREGOING
WARRANTIES EXCEED THE PRICE PAID BY THE BUYER TO THE COMPANY FOR THE DEFECTIVE PRODUCT.
THE FOREGOING WARRANTIES CONSTITUTES THE SOLE WARRANTY MADE BY THE SELLER EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE BUYER'S REMEDIES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING PRODUCT UNITS OR PARTS
13. PRODUCT RETURNS
Products may not be returned without prior written authorization from the Seller and shall be subject to any such reasonable terms and conditions as the Seller may require. All goods being returned 30 days or after from invoice date, will be subject to a 10% restocking fee on item invoice value.
14. DISPUTES
The Buyer and the Seller will act in good faith to promptly resolve any dispute arising hereunder by negotiations between authorized representatives of the parties. If unsuccessful, the parties will further act in good faith to settle the dispute by non-binding third-party mediation, with a mediator to be agreed by the parties and mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties
15. LAW AND JURISDICTION
The agreement evidenced hereby will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.
16. ASSIGNMENT.
The Buyer shall not assign, transfer or otherwise dispose of all or any part of its rights or obligations hereunder or any interest herein or in connection with the Buyer’s order (whether voluntarily, by operation of law, or otherwise), without the prior written consent of the Seller, which shall not be unreasonably withheld.
17. Privacy Policy for our online cloud services.
We collect personal information from you, including information about your:
We keep your information for 2 years after you cancel your services or sooner by request at which point we securely destroy it by deleting from our database. You have the right to ask for a copy of any personal information we hold about you, and to ask for it to be corrected if you think it is wrong. If you’d like to ask for a copy of your information, or to have it corrected, please contact us at [email protected], or +64 21 741900.
18. LIMITATION OF LIABILITY
NO CLAIMS OF ANY KIND, WHETHER AS TO PRODUCT DELIVERED OR FOR NON-DELIVERY OF PRODUCT FROM THE SELLER, AND WHETHER ARISING IN TORT OR CONTRACT, SHALL BE GREATER IN AMOUNT THAN THE PRICE OF THE PRODUCTS IN RESPECT OF WHICH SUCH DAMAGES ARE CLAIMED.
THE SELLER SHALL NOT HAVE ANY LIABILITY OF ANY KIND FOR LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION FOR CONTRACT OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF THE NUMBER OF CLAIMS, AND EVEN IF SUCH POTENTIAL LOSS OR DAMAGE HAD BEEN NOTIFIED.
These general terms and conditions of sale shall exclusively govern all quotations, evaluations, purchase orders and any subsequent sales of all goods and services (including without limitation, hardware and software products, training, parts, repair and re-manufacturing services hereinafter ("Products") furnished by iOT Verticals Limited (“Seller”) to the Buyer hereunder, whether such sale is effected by paper-based transactions or via facsimile or other forms of electronic data interchange ("EDI") or electronic commerce.
Acceptance of the Buyer’s purchase order is made upon the express understanding that it will be governed by the terms and conditions set out herein and represents the entire agreement between the Buyer and Seller with respect thereto. No addition or modification to these terms and conditions whether in the Buyer’s purchase order or any other communication will be binding on the Seller unless agreed to in writing signed by an authorized representative of the Seller.
All periods of days herein are calendar days.
2. DEFINITIONS
“Force Majeure Event” means any event or circumstance beyond the reasonable control of the Seller (and the after-effects of such events or circumstances), including without limitation, industrial or civil disputes, war, governmental action, riot, fire, flood, drought, act of God, failure of supply of raw materials or any materials used in the manufacture of the Products but not including any industrial or civil dispute confined to part or all of the Seller workforce;
“Intellectual Property” means in respect of the Products or otherwise, any or all of the following:
(a) patents and know how held now, acquired, licensed or leased in the future by the Seller, whether registered or not;
(b) trademarks, trade names, brand names, packaging and labeling, held now or acquired, licensed or leased in the future by the Seller, whether registered or not, including logos, representations, designs or insignia relating thereto;
(c) copyrights and design rights held now, acquired, licensed or leased in the future by the Seller, whether registered or not.
3. PRODUCT VARIATION
The Seller reserves the right at any time to vary the Products either by withdrawal of or changing the nature of the Products or by the addition of further classes or lines of Products.
The Seller’s reserves the right to make changes in any of its Products without incurring any obligation to notify the Buyer or to make the same change to units previously purchased.
4. ORDERING
All purchase orders are subject to approval and final acceptance by the Seller. The Seller shall provide its acceptance, together with confirmation of pricing and available delivery dates per the terms of an Order Acknowledgement document, which the Company will send to the Buyer for each purchase order placed.
5. ORDER CANCELLATION.
The Buyer may cancel a purchase order prior to FOB delivery only by written notice and upon payment to the Seller of reasonable cancellation and restocking charges, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products or Products specifically manufactured to the Buyer’s specification may equal the actual selling price of the Products.
The Seller has the right to cancel an order for cause at any time by written notice, and the Seller will be entitled to cancellation and restocking charges as identified above.
No termination by the Buyer for cause will be effective unless and until the Seller has failed to correct such alleged cause within 21 days after receipt of the Buyer’s written notice specifying such cause.
6. PRICES
Products will be invoiced at prices in effect as of the date of purchase order and will be confirmed in the Seller’s Order Acknowledgement.
Any and all invoice errors must be disputed within 7 days of invoice date and are subject to correction by the Seller.
Prices exclude any GST/VAT, duties and Custom Clearance fees that may be imposed by Customs authorities on importation.
7. RISK, TITLE AND DELIVERY
All purchases will be delivered freight free to the buyers location. Title of a purchased Product shall pass to the Buyer upon payment receipt in full, for the said Product by the Company, except that title to all intellectual property rights associated with the Products remains with the Seller. Risk of loss or damage to Product, will pass to the Buyer upon delivery to a common carrier, The Seller will take all reasonable steps to meet the delivery dates notified in the Seller’s Order Acknowledgement and minimize any chance of delays in deliveries. However, the Seller will be not liable in any way for a failure to meet the delivery dates due to Customs Clearance delays .
In the event of interruption of any such delivery due to a Force Majeure Event, the Seller shall have the right, in its sole discretion and upon oral or written notice to the Buyer, to delay or terminate such delivery. Upon receipt of such notice, the Buyer shall have the option to change or terminate such orders.
On-time shipment is dependent upon the Buyer promptly supplying all necessary documentation. The Seller will ship via its preferred carrier and reserves the right to make partial shipments unless specifically agreed otherwise.
In the event of any Product shortages, the Buyer must notify its claim to the Seller within 14 days of Product receipt. At the Seller’s option, shipment will be fulfilled or a credit will be mailed to the Buyer within 14 days of claim receipt.
8. PAYMENT TERMS
(a) The Company will invoice the Buyer for full payment for the Product upon order acceptance.
(b) The Buyer shall pay the amount of each invoice prior to delivery FOB to the Company shipping location
(c) The Seller shall not be liable for any delay in delivery due to delay in payment.
(c) If the Buyer disputes an amount in an invoice, the Buyer shall promptly notify the Seller of such dispute and the parties will be proactive in resolving the dispute so as to avoid unnecessary delays in delivery.
(d) Without prejudice to any other rights of the Seller in respect of late payment by the Buyer, interest charges will be added to overdue invoices at the rate of 1.5% per month compounded (19.6% per annum, actual rate), or the maximum allowed by law, whichever is less, and shall be payable monthly.
(e) The Seller reserves the right to cancel an order or require full or partial payment if (1) solvency of the Buyer is in question, (2) the Buyer files for bankruptcy; (3) there is an appointment of trustee or receiver for the Buyer; or (4) execution of the Buyer by creditors.
9. FORCE MAJEURE
Should the Seller’s performance be prevented from or hindered or delayed due to a Force Majeure Event then the Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay and the Seller shall have no liability in relation to any failure by it caused by such prevention, hindrance or delay.
10. INTELLECTUAL PROPERTY RIGHTS
The Buyer agrees that the Seller has and claims various proprietary rights in the Product, and that the Buyer will not directly or indirectly cause any such proprietary rights to be violated.
The Buyer recognizes and accepts the value of the goodwill associated with the name and trademarks of the Seller, and the identification of the Products therewith. The Buyer shall not obscure, effect or permit the removal or alteration of any trademarks, patent numbers, labels, serial numbers or the like affixed to any Product, related materials or packaging.
All rights, title, and interest in and to the designs, models, patterns, specifications, copyrights, patents, trade secrets, trademarks and other intellectual and industrial property in the Products, documentation and related materials shall remain vested in the Seller or its third party suppliers. The Buyer shall not copy, make extracts from, translate or otherwise modify any of the Products provided by the Seller.
11. PATENTS AND COPYRIGHTS
(a) The Seller agrees, at its own expense, to indemnify, defend and hold harmless the Buyer from and against every expense, damage, cost and loss (including legal fees incurred) and to satisfy all judgments and decrees resulting from a claim, suit or proceeding insofar as it is based upon an allegation that the Product or any part thereof furnished by the Seller or any process which is practiced in the customary use of the Product is or has been infringing upon any patent, copyright or proprietary right PROVIDING ALWAYS that:
(i) the Buyer must give the Seller prompt written notice of any such claim, and allow the Seller to control the defense and all related settlement negotiations;
(ii) the Buyer provides full and proper information and assistance (at the Seller’s expense) for the defense of the claim, including its agreement that if the Products become, or in the Seller’s opinion are likely to become the subject of such a claim, the Buyer will allow the Seller, at its option and expense, either to procure the right for the Buyer to continue marketing and using the Products, or to replace or modify them so that they become non-infringing, and, if neither alternative is reasonable, the Buyer will return the Products upon the Seller’s written request. In the event of returned Product the Seller agrees to grant the Buyer a credit equal to the price paid by the Buyer to the Seller.
(iii) the claim does not result from any unauthorized use or modification of the Product, or from the use of the Product in conjunction with any hardware or software not supplied or approved by the Seller; and
(iv) the Buyer has not made and does not make any admissions in respect of such alleged infringement
(b) The Buyer shall indemnify and hold the Seller harmless against any damage, expense or loss resulting from any claims for actual or alleged infringement of patents, copyrights, trade-marks, trade secrets or other industrial or intellectual property rights resulting from unauthorized use or modification of the Product by the Buyer or any other party other than the Seller, or use of any Product supplied hereunder in conjunction with any hardware or software not supplied or approved by the Seller, or from the Seller’s compliance with the Buyer’s designs, specifications or instructions.
(c) The sale of Product by the Seller does not convey any license by implication, estoppel, or otherwise, under any patent, copyright, trade secret, trademark or other intellectual or industrial property right.
(d) This states the Seller’s entire liability with respect to any actual or alleged infringement of any patent, copyright, trade secret, trademark or other intellectual or industrial property right.
12. WARRANTY
For a period of 2 years (24 months) from date of purchase, the Seller warrants that the Product will be free from defects in material or workmanship under normal use and service.
The Buyer shall notify the Seller of any Product nonconformance during the applicable warranty period, and the Seller’s exclusive obligation with respect to nonconforming Product shall be, at the Seller's option, to repair or replace such Product.
The above warranty does not extend to 3rd party damage incurred by defective leaking batteries or any product that is improperly handled or stored after delivery, misuse, neglect, improper installation, operation, maintenance, repair or modification (other than by authorized the Seller), alteration, accident, or for any other cause not attributable to defects in materials or workmanship on the part of the Seller.
Any Product found to be within this scope of the warranty will be repaired or replaced by the Seller free of charge.
If the Seller’s tests and examination determine that either no fault exists in the Seller, or the Product to be repaired or replaced was caused by negligence, misuse, or unapproved alteration or modification, the Buyer agrees to pay all charges associated with each such repair or replacement.
IN NO EVENT SHALL THE SELLER’S LIABILITY TO THE BUYER OR
TO ANY OTHER PARTY FOR BREACH OF ANY OF THE FOREGOING
WARRANTIES EXCEED THE PRICE PAID BY THE BUYER TO THE COMPANY FOR THE DEFECTIVE PRODUCT.
THE FOREGOING WARRANTIES CONSTITUTES THE SOLE WARRANTY MADE BY THE SELLER EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE BUYER'S REMEDIES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING PRODUCT UNITS OR PARTS
13. PRODUCT RETURNS
Products may not be returned without prior written authorization from the Seller and shall be subject to any such reasonable terms and conditions as the Seller may require. All goods being returned 30 days or after from invoice date, will be subject to a 10% restocking fee on item invoice value.
14. DISPUTES
The Buyer and the Seller will act in good faith to promptly resolve any dispute arising hereunder by negotiations between authorized representatives of the parties. If unsuccessful, the parties will further act in good faith to settle the dispute by non-binding third-party mediation, with a mediator to be agreed by the parties and mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties
15. LAW AND JURISDICTION
The agreement evidenced hereby will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.
16. ASSIGNMENT.
The Buyer shall not assign, transfer or otherwise dispose of all or any part of its rights or obligations hereunder or any interest herein or in connection with the Buyer’s order (whether voluntarily, by operation of law, or otherwise), without the prior written consent of the Seller, which shall not be unreasonably withheld.
17. Privacy Policy for our online cloud services.
We collect personal information from you, including information about your:
- name
- contact information
- location
- computer or network
- interactions with us
- billing or purchase information
- provide and improve our services to you.
- our developers in order to maintain cloud services, provided by AWS.
We keep your information for 2 years after you cancel your services or sooner by request at which point we securely destroy it by deleting from our database. You have the right to ask for a copy of any personal information we hold about you, and to ask for it to be corrected if you think it is wrong. If you’d like to ask for a copy of your information, or to have it corrected, please contact us at [email protected], or +64 21 741900.
18. LIMITATION OF LIABILITY
NO CLAIMS OF ANY KIND, WHETHER AS TO PRODUCT DELIVERED OR FOR NON-DELIVERY OF PRODUCT FROM THE SELLER, AND WHETHER ARISING IN TORT OR CONTRACT, SHALL BE GREATER IN AMOUNT THAN THE PRICE OF THE PRODUCTS IN RESPECT OF WHICH SUCH DAMAGES ARE CLAIMED.
THE SELLER SHALL NOT HAVE ANY LIABILITY OF ANY KIND FOR LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION FOR CONTRACT OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF THE NUMBER OF CLAIMS, AND EVEN IF SUCH POTENTIAL LOSS OR DAMAGE HAD BEEN NOTIFIED.