By accessing Our Website or using our services, you agree to be bound these Terms and conditions.
We are Designingly Co, “Samantha Brown trading as Designingly Co” registered in New Zealand, number 9429049273748
You are: Anyone who uses Our Website and/or Services.
It is now agreed as follows:
DEFINITIONS
“Scope of Works” means the written specification of the Work you have instructed us to do, and which we will prepare for your approval.
“Terms” means the Terms and Conditions in this document.
“Project” means the client’s Project relevant to which the Services are being employed.
“Documentation” means the instruction manuals user guides and other documentation agreed to be written by you.
“Intellectual Property” means Intellectual Property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
“Our Website” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all of the web pages owned by us.
“Price” means the Price for our Services as set out on Our Website.
“Services” means all of the Services available from Our Website, whether free or charged.
“Products” means all of the Products (including digital products) available from Our Website, whether free or charge.
“Work” means the Work we do to provide the Services you have ordered.
CHANGES
We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website, you agree to be bound by the changed Terms.
We may change, suspend, discontinue, or restrict access to the Website without notice or liability.
These Terms were last updated in April 2023
INTERPRETATION
In this agreement unless the context otherwise requires:
A reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
In the context of permission, “may not” in connection with an action of yours, means “must not”.
The headings to the paragraphs to this agreement are inserted for convenience only and do not affect the interpretation.
Any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated $150 per hour.
These Terms and conditions apply to all supplies of Services and Products by us. They prevail over any terms proposed by you.
This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
BASIS OF CONTRACT
In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
If you use Our Website, Services, or Products in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
Subject to these Terms and conditions, we agree to complete the Work and to provide to you some or all of the Services or Products described on Our Website at the Prices we charge from time to time.
You acknowledge that you understand exactly what is included in the Services and Products and you are satisfied that the Services and/or Products you intend to buy are suitable and satisfactory for your requirements.
The contract between us comes into existence when we receive payment from you for a Service or Product.
We do not offer the Services or Products in all countries. We may refuse to supply a Service or a Product if you live in a country we do not serve.
Some of our Services and Products are now or may in future, be available to you only subject to additional Terms. Those Terms will be set out on Our Website. You now agree that if you choose to use any such Service or Product, the relevant Terms will become part of this agreement.
If we give you free access to a Service, Product, or feature on Our Website which is normally a charged feature, and that Service, Product, or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
We may change this agreement and / or the way we provide the Services or Products, at any time. If we do:
the change will take effect when we post it on Our Website.
you agree to be bound by any changes. If you do not agree to be bound by them, you should not use Our Website or the Products and Services.
You do not become a client for the time when after completion of one piece of Work we start another. Each piece of Work is a new retainer which terminates when that Work is done. If we should give advice on the same subject at a later time, that advice constitutes a separate contract and does not retrospectively extend the first contract for our Services.
There is no contract between us for any free Service or Product, so you do not become a client by using any free Service or Product and we are not liable to you in any way resulting from your use of any free Service or Product.
The Price of any Service or Product may be changed by us at any time. But we will never change a Price so as to affect the Price charged to you at the time when you buy a Service or Product.
Services and Products will be delivered by your free download, by e-mail or by both of these, at our choice.
You agree that you are bound by these Terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.
YOUR OBLIGATIONS
You must provide true, current, and complete information in your dealings with us and must promptly update that information as required so that the information remains true, current, and complete.
By working with Designingly Co, you may in some cases provide Designingly Co with floorplans, designs, constructions drawings and other materials (together, referred to as “Property Records”) containing the measurements, layouts and other information needed by Designingly Co to provide the Services requested. If you do not own the copyright and other intellectual property rights in the Property Records you intend to supply to Designingly Co, then before you send the Property Records to Designingly Co, you must obtain written consent from the owner(s) of the intellectual property in the Property Records, and you must supply this to Designingly Co if requested.
Designingly Co reserves the right to publish design works created by Designingly Co on its Website, social media platforms and other locations for promotional purposes. You consent to this publication, and you must ensure that any owner(s) of the intellectual property in the Property Records consents to this publication.
You shall indemnify Designingly Co against any liability, costs (including legal fees and disbursements on a solicitor-client basis), losses, claims, or damages incurred or suffered by Designingly Co arising in any way from or in connection with any claim or demand alleging that Designingly Co’s use of the Property Records infringe any intellectual property or other proprietary rights.
You must:
not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware, (or other similar feature) that in any way compromises, or may compromise the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
unless with our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
NO MINORS
By using the Website or accessing or purchasing any services or products, you warranty that you:
- are over 18 years of age and have the legal capacity to enter into a legally binding contract;
- have read and accepted these Terms; and
- will comply with these Terms.
PRICE AND PAYMENT
Prices for Services and Products which you may buy as a New Zealand consumer are inclusive of GST.
The Price of any Service or Product may be changed by us at any time. But we will never change a Price so as to affect the Price charged to you at the time when you buy a Service or Product.
Charges for Services and Products are fixed whenever it is reasonably possible for us to ascertain the price.
Prices quoted by Designingly Co will be valid for 30 days only. After the 30-day period, quotes will be considered as invalid and will require a new quote to be made. Designingly Co is not responsible for price increases made by third parties, or on third party websites.
Additional charges or lead-times may apply should the Scope of Work increase after Work has already commenced. We will notify you prior to continuing Work if any additional charges or lead-time changes need to be applied.
When we do not provide fixed charges for the Service, we will charge by the hour. In that case all Work done, including all Documentation, letters, e-mails and telephone calls made and received will be charged on a time basis in minimum units of 10 minutes.
Estimates of charges will be provided to you wherever possible.
Payment will be due on the date the invoice is issued, and prior to Work commencing.
Payment may be made to Designingly Co by transfer to our bank account, or by credit card via Stripe.
Work will only commence once payment has been confirmed.
It is possible that the Price may have increased from that posted on Our Website. If that happens, we will not provide the Services until you have confirmed that you wish to order at the new Price.
Prices for Designingly Co Products or Services displayed on third party websites are not controlled by Designingly Co and we are not bound by price representations made by third parties.
Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than New Zealand dollar will be borne by you.
Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
WHOLESLAE PRODUCTS AND TRADE ACCOUNTS
From time to time Designingly Co may specify products from wholesalers or retailers (third parties) that provide trade or designer accounts. In this situation the client would purchase those items through Designingly Co, who will order the product and coordinate delivery on the client’s behalf. This service will be offered at our discretion and will generally only be provided where there is a cost saving or other benefit to the client, as well as reasonable compensation to Designingly Co for the additional time involved.
Relevant additional Terms on delivery, payment and returns for this service can be viewed here.
SECURITY OF YOUR CREDIT CARD
We take care to make Our Website safe for you to use.
Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
Whilst we use Stripe’s secure payment gateway, we will not be responsible for any loss or damage (whether direct or indirect) suffered by you if your credit card is fraudulently used or is used in an unauthorised manner by a third party. For more information about how we collect, store, and use your data, including payment information, please review our Privacy Policy.
SERVICE PROVISION
The Services are listed and described on Our Website. Once you have paid, we will contact you to tell you what help we need from you and when we shall start and complete our Work for you.
In order to provide the Services we need specific help from you, as follows:
- information and confirmation from you on any aspect of your business or Project which is of a technical or specialist nature outside of our expertise.
- measurements and layout (or photos) from you of the dwelling or room you would like us to model.
- measurements and clarification from you of any other aspect relevant to your Project, such as existing cabinetry or furniture to be incorporated in the Service, which we will outline to you before starting Work.
- indications from you on your preferred design style and desired aesthetic outcome.
The provision of our Service relies on a schedule of Work. If you are unable to provide us with acceptance or information we require for a period which extends the agreed timescale, then we are entitled to payment in accordance with the schedule in any event.
Our Services will be delivered by your free download, by e-mail or by both/all of these, at our choice / in the way we have explained in Our Website.
The time required to deliver our Services varies based on the complexity of each Project. We will endeavour to provide an estimate leadtime at the time of quoting. However, all delivery timeframes are considered indicative and may be subject to change.
All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
You may not share or allow others to use the Services in your name.
FOREIGN TAXES, DUTIES AND IMPORT RESTRICTIONS
If you are not in New Zealand, we have no knowledge of, and no responsibility for, the laws in your country.
You are responsible for purchasing Services which you are lawfully able to import or use and for the payment of import duties and taxes of any kind levied in your country.
WORK MANAGEMENT PROCEDURE
The Scope of Work deliverable for our pre-packaged Services is outlined on our website.
If you require a customised Service, we will provide a Scope of Works to accompany our quote for your approval.
You will either approve or give us your further instructions for edit of it. If you fail to communicate any changes required prior to accepting the quote and making payment you will be deemed to have approved the Scope of Works.
We shall take account of all reasonable comments and/or requests for amendment received from you and shall incorporate them in a revised version of the Scope of Works to be prepared and delivered to you as soon as reasonably possible.
The process described above will be repeated until you have approved (or are deemed to have approved) the Scope of Works.
CONTENT OF SCOPE OF WORKS
The Scope of Works will include (among other things):
- An outline of the Services being offered;
- The expected deliverables;
- The Price for carrying out the offered Services.
COMPLAINTS AND DISPUTES
We are committed to dealing with customer complaints fairly. If you have a complaint about our Services, or believe your PayPal or Stripe account may be subject to an unauthorised transaction, account takeover or other type of fraudulent activity, you should contact us immediately at info@designingly.co.nz
No party to this agreement shall commence any court or arbitration proceedings relating to a dispute or difference arising out of, or related to, these Terms, unless that party has first complied with this clause.
Each dispute or disagreement arising from or connected with this agreement shall be settled by negotiations. We aim to: Acknowledge receipt of all complaints within 5 business days. Resolve all complaints within 45 days. This may not be possible in all circumstances. Where we cannot resolve a complaint within 45 days, we will notify you of the reason for the delay as well as an indication of when we expect to resolve the complaint.
If the Parties are not able to settle dispute by negotiation, the parties agree to mediate any dispute or difference arising out of, or in connection with, this agreement, or the subject matter of this agreement, including any questions regarding its existence, validity, or termination.
Should the parties not be able to agree upon the selection of a mediator and/or the Terms and/or the fees, within 10 working days from the date one party delivers written notice to the other party that they wish the dispute or difference be resolved by mediation, then either party may request the appointment of the mediator and the standard terms, including fees by the AMINZ (Arbitrators and Mediators Institute of New Zealand), who will determine such matters.
Should a party fail to attend the mediation joint meeting, then that party shall be responsible for all the costs of the mediation.
AND
You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at $ 100 per hour in dealing with your breach. You also agree that this provision is reasonable.
INTELLECTUAL PROPERTY
Our Website, Products and Services contain Intellectual Property owned by us and/or by third parties that license the content to us (“Third-Party Licensed Intellectual Property”). This includes, without limitation, trademarks, copyrights, proprietary information, designs, patents and other Intellectual Property rights, as well as business names, logos, images. designs, text, videos, audio files, graphics, other files, and software (“Content”). Your access to and use of our Website, Products (including digital products), Services and Content does not grant or transfer any rights, title or interest to you in relation to any of the above.
Designingly Co reserves the right to use any design work or content created in relation to the Service, as content on the website and/or for marketing and promotional purposes.
Designingly Co reserves the right to withdraw any Services or Products from Our Website at any time and/or remove or edit any materials or content on Our Website.
You agree that at all times you will:
- not cause or permit anything which may damage or endanger our title to the Intellectual Property;
- notify us of any suspected infringement of the Intellectual Property;
- indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
- on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;
- not use any name or mark similar to or capable of being confused with any name or mark of ours.
- so far as concerns software provided or made accessible by us to you, you will not:
- copy, or make any change to any part of its code;
- use it in any way not anticipated by this agreement;
- give access to it to any other person than you, the licensee in this agreement;
- in any way provide any information about it to any other person or generally.
- not use the Intellectual Property except directly in our interest.
NO COMMERCIAL USE
You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever Our Website, Products, Services, Content, Intellectual Property or Third-Party Licensed Intellectual Property in whole or in part without our prior written consent. We reserve the right to immediately remove your access to our Site, products, Services, and Content, without refund, if you are found to be violating these Terms.
LIMITED LICENCE
Where you download or purchase our Digital Products (including checklists, guides, ebooks, workbooks, video or audio content), you are granted a non-exclusive, non-transferable, limited licence to access and use these for your own personal purposes. You may not assign or transfer these digital products to any other person without our express written consent. We reserve the right to refuse to provide any Products and/or Services to you at any time for any reason.
Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, sell, create derivative works of, enhance or in any way exploit any of our Products (including Digital Products) in any manner whatsoever except as authorised by us.
DISCLAIMERS
The law differs from one country to another. This paragraph applies so far as the applicable law allows.
All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
All design work carried out, and any recommendations made by Designingly Co are conceptual only and not intended for manufacturing or construction purposes.
Designingly Co accepts no responsibility for any false, unclear, or inaccurate measurements or information provided by you or any other third party.
Designingly Co does not accept any responsibility or liability for any incorrect furniture ordered by the client, or furniture that may be the wrong size, wrong colour or arrive damaged.
All permissions necessary for using third-party produced documents or intellectual property of any kind for the purposes of communicating any measurements, layouts, or other information required for Designingly Co to provide a Service is the sole responsibility of the client to obtain in writing from the relevant third parties prior to engaging with Designingly Co. Designingly Co takes no responsibility for any failure of the client to do so, or for any actions taken by the client that might breach any other party’s copyrights in any way.
If you choose to send third party produced documents or intellectual property of any kind (such as, but not limited to: floorplans, elevations, construction documents) to Designingly Co to communicate the measurements, layouts, or other information required for Designingly Co to provide the Service – you must ensure that you have first obtained the necessary permissions in writing from all relevant third parties / original owners of all relevant intellectual property before doing so.
Clients should be aware that, due to uncontrollable variations in screen resolution, image quality and personal perception, the digital representation of colour, texture and quality of products may not be true to physical appearance. Clients are encouraged to view products or samples in person prior to purchase.
All clients should check the dimensions of the furniture pieces recommended to them before purchasing. Designingly Co will not accept any liability or responsibility for furniture ordered by the client that is not to their satisfaction.
Our Services may include links to third-party websites. It is up to you to determine whether to access them. Designingly Co is not responsible for and does not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Designingly Co will not be responsible for the means, methods, or procedures of construction, fabrication, delivery and installation, or safety precautions in connection with the Project; for the acts or omissions of the contractor, or any subcontractor, supplier or other person performing work on the Project; or, for any failure of them to meet any schedules or completion dates. Designingly Co cannot be held responsible for delivery delays or for arranging repairs, replacement, cancelations, refunds, disputes or freight claims for purchases made in conjunction with recommendations for the Project.
The Designingly Co Website (Our Website), Designingly Co Services, and Designingly Co Products are provided “as is”. We make no representation or warranty that the Service will be:
- useful to you;
- of satisfactory quality;
- fit for a particular purpose;
- available or accessible, without interruption, or without error.
We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
We make no representation or warranty and accept no responsibility in law for:
- accuracy of any content or the impression or effect it gives;
- delivery of content, material or any message;
- privacy of any transmission;
- third party advertisements which are posted on Our Website or through the Services and/or Products;
- any act or omission of any person or the identity of any person who introduces himself to you through Our Website;
- any aspect or characteristic of any goods or Services advertised on Our Website;
Our Website includes Content Posted by third parties. We are not responsible for any such Content. If you come across any Content which offends you, please contact us via the “Contact us” page on Our Website.
We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
Our total liability under this agreement, however it arises, will not exceed the sum of $1,000. This applies whether your case is based on contract, tort or any other basis in law.
This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us. Any of them may enforce this provision under the Contract and Commercial Law Act 2017.
If you become aware of any breach of any term of this agreement by any person, please tell us by emailing us at info@designingly.co.nz. We welcome your input but do not guarantee to agree with your judgement.
Nothing in this agreement excludes liability for a party’s fraud.
INDEMNITY
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
- your failure to comply with the law of any country;
- your breach of this agreement;
- any act, neglect or default by any agent, employee, you or your customer.
SPONSORED CONTENT
Our blog may accept some forms of advertising, including sponsorship and product placement. Advertisements are used to improve the blog and to offset the costs of running it. All sponsored content will be stated. Brands have little editorial control over the content we create with regards to a sponsored post (or gifted products that appear on the post). We only recommend products and brands that we love and respect.
Occasionally, Designingly Co may seek financial payment in exchange for promoting, recommending, and showcasing products or services. We may also get compensation to feature products in our interior photographs across our blog and social media. Even though we receive financial payment for the posts, we always give honest opinions and pride ourselves in stating our honest findings, beliefs, and experiences.
Our blog is written and edited by us, and all opinions are our own. If you have any questions or comments, you can get in touch via the contact form on Our Website.
AFFILIATES
We may use affiliate links in our blog content, social media content, and e-design selections. This allows us to earn commission from sales on external websites to help us with the running of the blog, Our Website, and business. You will not be charged extra for shopping through these links. All affiliate links will be clearly stated. We only recommend products and brands that we love and respect.
CANCELLATIONS
We reserve the right to postpone or cancel the Services, or reschedule them at a mutually convenient time, for any reason. If the Services have been cancelled by us and not rescheduled, we will refund the fees paid for the cancelled portion of the Services.
Should you need to cancel any part of our Services for any reason, or you wish to reschedule the Services, you must notify us via email at info@designingly.co.nz 14 days prior to Your scheduled booking. If at least 14 days’ written notice is not provided, you will not be entitled to a refund and may incur a cancellation fee. You may also be unable to reschedule the Services.
You acknowledge that we are not responsible for any breach of a third-party contract or any supplier contract to the Services, including to the extent that this means the Services may not proceed.
Where a Force Majeure event necessitates that any part of our Services be cancelled or postponed, you acknowledge that we will not be responsible for any loss or damage incurred as a result.
REFUNDS FOR SERVICES
All Work carried out is non-refundable.
You acknowledge that you do not obtain the right to a refund where you have changed your mind.
Where you have paid a deposit for our Services, you acknowledge that this payment is non-refundable and non-transferable regardless of whether the Services go ahead.
Where we determine that we are unable to perform the Services for any reason we will look to provide a refund for the portion of the Service that has not been delivered. In this event, credit for other Services may be offered to you at our sole discretion.
TERMINATION
This agreement may be terminated:
when the Work has been delivered to you.
immediately by us if you fail to pay any additional sum due within 30 days of the date of submission of an invoice;
immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it;
immediately by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
Termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
PRIVACY POLICY
We are committed to safeguarding the privacy of Our Website visitors and Service users. Click here to read a full copy of our Privacy Policy.
TESTIMONIALS
On Our Website, we present testimonials written by our clients for previously delivered Services and Products. These demonstrate to users what can be possible, but do not guarantee that current or future users of our Services and Products will achieve the same or similar results.
Where you have provided testimonials (in any format), you acknowledge that we may use these along with reference to you on Our Website and social media channels, or any other avenue, for promotional and other purposes at our discretion.
MISCELLANEOUS MATTERS
You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it will be binding in that changed or reduced form. Subject to that, each provision will be interpreted as severable and will not in any way affect any other of these Terms.
The rights and obligations of the parties set out in this agreement will pass to any permitted successor in title.
If you are in breach of any term of this agreement, we may:
publish all text and content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
terminate your account and refuse access to Our Website;
remove or edit content, or cancel any order at our discretion;
issue a claim in any court.
Any obligation in this agreement intended to continue to have effect after termination or completion will so continue.
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
Any communication to be served on either party by the other will be delivered by hand or sent by fastmail service or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
If delivered by hand: on the day of delivery;
If sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
This agreement does not give any right to any third party under the Contract and Commercial Law Act 2017 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
Neither party will be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the Terms of this agreement will prevail.
The validity, construction and performance of this agreement shall be governed by the laws of New Zealand and you agree that any dispute arising from it shall be litigated only in that country.