| 1 | Parties |
| 1.2 | This agreement ("Agreement") is a contract between you and Ineeda Limited ("the Company"), and applies to any and all use by you (howsoever described) of the Services. |
| 1.3 | You must read, agree with, and accept all of the terms and conditions contained in this Agreement, before you may use any of the services offered by the Company via this website, or become a client of the Company. |
| 1.4 | If you do not agree to be bound by the terms and conditions of this Agreement, you must not use or access any of the Services. |
| 1.5 | We reserve the right to unilaterally amend some or all of the terms of this Agreement at any time by posting the amended terms on our website. Your expressly acknowledge that it is your obligation to ensure that you are familiar with the terms and conditions of this Agreement,as amended from time to time, prior to using any of the Services. Your use of any of the Services constitutes your acceptance of, and agreement to be bound by this Agreement (as amended novated or varied from time to time). |
| 2 | Our role |
| 2.1 | We provide a service whereby we provide an online directory of service providers (Businesses) and the facility to make contact with any one or more of these Businesses to request a service. We also provide a forum in which customers/clients are able to post ratings and feedback relating to the Businesses which they have used. We do not otherwise take any part in the contract of services between customers/clients and the Business (you expressly indemnify us in respect of any claim (howsoever described) arising from or touching upon in any manner howsoever any claim, fault or dissatisfaction in a Business registered to our online service). |
| 2.2 | Customer/Clients
Customers/clients are able to search for a service and are then able to send their job request or quote request to some or all (their choice)of the Businesses listed on the site. |
| 2.3 | Registered Businesses
If you have registered your Business with the Company, we will provide your Business with access to submit information about your Business on our website. |
| (i) | In posting or submittting material about your Business on the Site: |
| (ii) | You warrant that all such material is not private and is intended for publication on the Site; |
| (iii) | You grant the Company unrestricted right to use, reproduce, modify, translate and distribute any material you post or submit to the Site in any medium and for any purpose, including commercial uses; |
| (iv) | All such material is truthful and accurate to the best of your knowledge; |
| (v) | You will not use obscene or offensive language or submit any material that is, or may potentially be, defamatory, abusive or hateful, an invasion of anyones privacy, harmful to other users,harmful to the business interests of the Company, or encourages conduct that would constitute a criminal offence, may give rise to civil liability, or otherwise violate any local, national or international law or regulation. |
| (vi) | You agree not to disclose your login details to third parties. If you do so, you are liable for any breach of these terms and conditions by third parties using your login details. |
| (vii) | You acknowledge that the Company may increase or reduce its charges for Registered Businesses and that alteration of the charges notified on the website will be sufficient notice. |
| (viii) | You acknowledge that the charges for the Company will not be refundable except at the discretion of the Company. |
| 4 | We are not a selection/recommendation service |
| 4.1 | You acknowledge and agree that we have no role whatsoever in the selection of the services providers you choose from accessing the Site. You acknowledge that you have selected the service providers you wish to use solely in reliance upon your own skill and judgment. |
| 4.2 | We take no responsibility and accept no liability for any misconduct of any nature and howsoever described, by the Business. In particular, but without limitation, we give no undertakings, representations, or warranties in relation to: |
| (a) | the reliability of the Business or ability to do the job; |
| (b) | the experience or qualifications of the Business; and/or |
| (c) | the solvency, reliability or suitability (howsoever) of the Business. |
| 5 | We are not warrantor or guarantor of the Item(s) |
| 5.1 | You acknowledge that we have no liability whatsoever in respect of any warranty, refund, or damages claims you have in respect of any services provided by the Business you choose to use by accessing our services. |
| 5.2 | You agree to indemnify us accordingly, and in particular not to name us as a party in any such dispute or proceeding of any nature howsoever. |
| 6 | Limitation of Liability |
| 6.1 | To the maximum extent permitted by law, any and all liability we may have to you, and any liability any of our directors, employees, agents, members or subcontractors may have to you arising out of or howsoever touching upon this Agreement (whether in contract, quasi-contract, tort, or equity) is excluded. |
| 6.2 | To the extent that any liability we may have to you, or that any of our directors, employees, agents, or subcontractors may have to you is incapable of exclusion by contract, you acknowledge and agree that our liability to you, and that of our directors employees, agents, or subcontractors shall be limited, in aggregate, to the extent provided in clause 5.1 or (at our election) to the extent of the purchase price of any item(s) acquired by you using the Services in the thirty (30) days immediately preceding the event giving rise to our liability under this clause. |
| 7 | Availability of Services |
| 7.1 | We will use reasonable endeavours to make sure that the web site and the Services remain available to you during our normal hours of operation. Notwithstanding the foregoing, we accept no responsibility whatsoever for any loss arising due to unavailability of the web site or the Services. You acknowledge that we have no responsibility to you to ensure the services are provided to you on an uninterrupted basis. |
| 7.2 | You acknowledge that we may decline to provide Services to you at our sole and unfettered discretion. |
| 8 | Electronic Communications |
| 8.1 | You agree that this Agreement constitutes an instrument in writing signed by you for the purposes of s 2 of the Contracts Enforcement Act1956, and all other applicable laws and regulations. You agree that to the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your use of the Services ("Communications"), may be provided to you, at our election (in our sole, absolute and unfettered discretion)electronically, or in paper format, by prepaid post, and you agree to receive all Communications from us in electronic form if we so elect.Electronic Communications will be delivered to your e-mail address. You may print a copy of Communications sent electronically and retain them for your records. Any Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than three (3) business days after posting or dissemination,whether or not you have received or retrieved the Communication. |
| 9 | Definitions |
| 9.1 | In this Agreement, unless the context otherwise requires, the following words or phrases have the meanings ascribed to them below:
"associated costs" means shipping, handling, transit and insurance charges imposed or required by the vendor in relation to the supply of the Item to you, or in respect of any expense cost you request; Business means any service provider registered in our online directory. "hours of operation" means 8:30am to 5:30pm Monday through Friday excluding public holidays. Orders are nevertheless accepted 24 hours every day including weekends and public holidays and delivery times must be red mutatis mutandi in all circumstances; "member" means a member/user of the services provided by the Company; "fee" means the fees charged by us for our services plus the applicable service charge and all associated costs; "Services" means the services provided pursuant to this Agreement, and all matters incidental thereto; "we", "us" and "our" refer to Ineeda Limited and where the context requires, its agents, directors, employees and shareholders; "you", "your", and "the Customer" are a reference to you; "website" and "web site" means the web site located at www.ineeda.co.nz. |
| 10 | Headings |
| 10.1 | Clause and other headings are for reference purposes only and do not affect the interpretation of this Agreement. |
| 11 | Persons |
| 11.1 | Words importing the singular include the plural, and words referring to persons include bodies corporate and unincorporated entities and, in each case, the reverse. |
| 12 | Obligations |
| 12.1 | Any obligation not to do anything is deemed to include an obligation not to allow that thing to be done. |
| 13 | Non-waiver |
| 13.1 | Failure by us at any time to enforce any provision of this Agreement is not a waiver of such provision and does not affect the validity of this Agreement or in any manner limit or restrict our ability to enforce such provision. You waive any and all right, claim or entitlement in respect of any cause of action founded on lasches or estoppel. |
| 14 | Partial invalidity |
| 14.1 | The invalidity of any part of this Agreement will not affect the enforceability of the rest of this Agreement. To the extent that it is practicable to do so without materially increasing our obligations under this Agreement, or materially decreasing our benefits under this Agreement any invalid clause shall be severed and the remaining terms of this Agreement shall continue in full force and effect. |
| 14.2 | If it is not practicable to sever the invalid clause(s), or if to do so would result in our assuming materially increased obligations or receiving materially decreased benefits under this Agreement, then this Agreement shall terminate summarily upon our giving you written notice. |
| 14.3 | You acknowledge that we are the sole judge in our absolute and unfettered discretion of whether severing any clause(s) results in our assuming materially increased obligations or receiving materially decreased benefits under this Agreement |
| 15 | Dispute Resolution |
| 15.1 | In the event that any dispute arises between you and us touching upon this Agreement, the parties shall meet and endeavour to resolve such dispute by good faith negotiation between them within fourteen (14) working days of the dispute first arising. |
| 15.2 | If the parties are unable to resolve the dispute by negotiation pursuant to clause 15.1, either party may refer the dispute to the determination of a single arbitrator appointed by agreement between them (or failing agreement between them within three (3) working days, appointed upon application by either party by the President for the time being of the New Zealand District Law Society). |
| 15.3 | Any dispute referred to arbitration pursuant to clause 15.2 shall be determined in accordance with the provisions of the Arbitration Act 1996, and any such reference to arbitration to clause 15.2 shall be deemed a submission to arbitration for the purposes of such Act. |
| 15.4 | For the avoidance of any doubt, nothing in this clause shall prevent any party to this Agreement from seeking urgent interlocutory relief from any court of competent jurisdiction. |
| 15.5 | Notwithstanding anything to the contrary express or implied in clause 15.1 to 15.3 hereof, to the extent that any dispute pertains to issues more properly within the knowledge, skill and experience of practitioners of animal husbandry, as distinct primarily from legal issues, the resolution of such dispute shall in the first instance (prior to submission to arbitration pursuant to the above provisions) be submitted to expert determination by a farming consultant, farming specialist or stock agent/broker nominated by the parties. If the parties cannot agree on an expert nominee within seven (7) working days the dispute shall default to determination pursuant to clause 15.2. |
| 16 | Enforcement |
| 16.1 | You agree to pay to us upon demand any costs incurred by us in remedying any default by you under this Agreement or in enforcing any provision of this Agreement, including all solicitor and client costs on an indemnity basis. |
| 17 | Termination |
| 17.1 | We may terminate this Agreement (and thereafter terminate your right to access the Services immediately on notice to you, if you: |
| (a) | place what we, in our sole and absolute discretion consider to be, vexatious or frivolous job requests; or |
| (b) | fail to make any payment due to us when such payment falls due; or |
| (c) | being a company, go into liquidation, have a receiver or statutory manager appointed, or are wound up, or a meeting is called for the purpose of considering the appointment of a liquidator; |
| (d) | being a natural person, commit any act of bankruptcy or have judgment entered against you in a sum exceeding $1000.00; |
| (e) | propose or enter into any scheme of arrangement or composition with your creditors; |
| (f) | commit a breach of this Agreement and fail to rectify such breach within two days of notice from us requiring rectification of it; |
| (g) | being a natural person, become of unsound mind. |
| 18 | No release from obligations |
| 18.1 | Termination of this Agreement does not relieve you from liability for prior breaches of the Agreement or of your obligations to pay all money owed by you to us on any account whatsoever, which money is payable immediately upon termination notwithstanding that the date for payment of the money may not have arrived. |
| 19 | Your obligations upon termination |
| 19.1 | Upon expiry or termination of this Agreement for any reason, all right you have been granted under this agreement terminate and you will not be entitled to receive any rebate or refund of the whole or any part of any money paid pursuant to this Agreement, and you must pay to us all outstanding money payable under this Agreement and stop all use of the Services). |
| 20 | Assignment |
| 20.1 | You must not sell, transfer or assign any of your rights under this Agreement. We may assign this Agreement (including any right or interest arising under it) by written notice to you. |
| 21 | Force majeure |
| 21.1 | In the event of inability of either party to perform its obligations under this agreement by reason of strike, lockout, riot, industrialaction, equipment failure, telecommunications/line failure, fire,storm, tempest, operation of law or other cause beyond the control of that of either party, each party shall be released from its obligations under this Agreement, but without prejudice to any pre-existing claim,liability or responsibility in respect of this Agreement. |
| 22 | Compliance with legislation |
| 22.1 | Subject to the provisions hereof, the parties to this Agreement shall do such things as are necessary to comply with all relevant national and local legislation in New Zealand, and agree to use their best endeavours to ensure that the terms and conditions contained in this Agreement are enforceable under such legislation. |
| 23 | The Privacy Act 1993 |
| 23.1 | The Customer/Client and Business acknowlege that: |
| (a) | personal information collected or held by the Company (whether contained in this document or otherwise obtained) is provided and maybe held, used and disclosed for the following purposes: |
| | (i) | administering, whether directly or indirectly, the Companys website and enforcing the Companys right thereunder; |
| | (ii) | enabling the Company to communicate with the Customer/Client and Business for any purpose; |
| (b) | Such personal information is collected by and will be held by the Company at its registered office. |
| 23.2 | The Customer/Client and Business have the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information concerning it held by the Company. |
