These Website Terms and Conditions of Use govern your use of the Company website (the “Company Site”) and your relationship with The Local Network (2016) Ltd whose registered office is at 202 Ponsonby Road, Auckland, New Zealand (the “Company”, “We” or “Us”). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Website Terms and Conditions of Use, then please do not use the Company Site. If you have any questions regarding these Website Terms and Conditions of Use then please contact [email protected]
1. USE OF THE COMPANY WEBSITE
1.1 The Company Site is provided to you for your personal use subject to these Website Terms and Conditions of Use. By using the Company Site you agree to be bound by these Website Terms and Conditions of Use.
2.1 We may update these Website Terms and Conditions of Use from time to time for legal or regulatory reasons or to allow the proper operation of the Company Site. Any changes will be notified via an announcement on the Company Site. The changes will apply to the use of the Company Site after We have given notice. If you do not wish to accept the new Website Terms and Conditions of Use you should not continue to use the Company Site. If you continue to use the Company Site after the date on which the change comes into effect, your use of the Company Site indicates your agreement to be bound by the new Website Terms and Conditions of Use.
3. INTELLECTUAL PROPERTY
3.1 The content of the Company Site is protected by copyright, trade marks, database right and other intellectual property rights. You may retrieve and display the content of the Company Site on a computer screen, store such content in electronic form on disk or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute any of the materials or content on the Company Site without written permission from the Company.
4. YOUR USE OF THE COMPANY SITE
4.1 You may not use the Company Site for any of the following purposes:
4.1.1 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;
4.1.2 transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice;
4.1.3 interfering with any other person’s use or enjoyment of the Company Site; or
4.1.4 making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
4.2 You will be responsible for our losses and costs resulting from your breach of this clause 4.
5. AVAILABILITY OF THE COMPANY SITE
Although we aim to offer you the best service possible, we make no promise that the services at the Company Site will meet your requirements. We cannot guarantee that the services will be fault-free. If a fault occurs with the Company Site you should report it to [email protected] and we will attempt to correct the fault as soon as we reasonably can.
5.1 Your access to the Company Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
6.1 We may suspend, restrict or exclude your use of the Company Site immediately at our reasonable discretion or if you breach any of your obligations under these Website Terms and Conditions of Use.
7. THE COMPANY’S LIABILITY
7.1 The Company Site provides content from other Internet sites, the Company’s customers and other resources and while the Company tries to ensure that material included on the Company Site is correct, it does not make any warranties or guarantees in relation to that content. If the Company is informed of any inaccuracies in the material on the Company Site then we will attempt to correct the inaccuracies as soon as we reasonably can.
8. THIRD PARTY WEBSITES
8.1 As a convenience to customers, the Company Site includes links to other web sites or material which are beyond its control. The Company is not responsible for content on any site outside the Company Site.
9. ADVERTISING AND SPONSORSHIP
9.1 Part of the Company Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Company Site complies with relevant laws and codes. We will not be responsible to you for any error or inaccuracy in advertising and sponsorship material.
10. APPLICABLE LAW
10.1 These Website Terms and Conditions of Use will be subject to the laws of New Zealand and the Courts of New Zealand shall have exclusive jurisdiction.
11. INTERNATIONAL LAW
11.1 We make no promise or give any guarantee or undertaking that materials on the Company Site are appropriate or available for use in locations New Zealand and accessing the Company Site from territories where its contents are illegal or unlawful is prohibited. If you choose to access this site from locations outside New Zealand, you do so on your own initiative and are responsible for compliance with local laws.
12.1 You may not transfer any of your rights under these Website Terms and Conditions of Use to any other person. We may transfer our rights under these Website Terms and Conditions of Use to another business where We reasonably believe your rights will not be affected.
12.2 If you breach these Website Terms and Conditions of Use and the Company chooses to ignore this, the Company will still be entitled to use its rights and remedies at a later date or in any other situation where you breach the Website Terms and Conditions of Use.
12.3 The Company shall not be responsible for any breach of these Website Terms and Conditions of Use caused by circumstances beyond its reasonable control.
1.1 The following definitions and rules of interpretation apply to the Contract (“Conditions”).
Facebook Advertising: means the advertising which the Customer wishes to purchase and which the Company agrees to use in Facebook platforms, subject to these Conditions.
Contract: means this contract between the Customer and the Company for the Company to provide the specified Facebook Advertising as set out on the front page of this document and in these terms and conditions.
Company: means the supplier of the services under this Contract: The Local Network (2016) Limited (company number 5879987) whose registered head office is at Johnston Associates 202 Ponsonby Road Auckland, 1011 trading as Social Pages.
Customer: the person, firm or company named on this Contract who purchases the Facebook Advertising from the Company.
Contract Commencement Date: means the date that payment is made for the Facebook Advertising.
GST: means Goods and Services Tax pursuant to the Goods and Services Tax and its statutory amendments.
Advertising Fee: means the sum specified on this Contract
1.2 A reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law or course of dealing.
2.2 By proceeding with this Contract or making any payment to the Company under this
Contract the Customer acknowledges that it has read, and accepts these Conditions.
2.3 Any quotation given prior to acceptance is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.
3.1 This Contract applies from the Commencement Date and shall continue for the period specified on this contract. Furthermore this contract will renew at the end of the period for the same amount of time unless cancelled in writing.
3.2 The Company shall not be required to undertake any work, until the Company has received, in cleared funds, the Ad Creation Fee as specified on this Contract.
4. THE ADVERTISING
4.1 The Customer acknowledges that the Company does not provide any guarantee or warranty that placement of any Facebook Advertising will increase in sales of the Customer’s product or service.
4.2 The Company will endeavor to deliver all Ad creation within 24 of hours of acceptance of these terms and conditions.
5. PAYMENTS AND PRICING
5.1 The Customer agrees to pay the Ad Creation Fee and Advertising Fee as specified on this Contract or as may be varied from time to time pursuant to these Conditions.
5.2 Where the Customer has agreed to pay the fees under this Contract by credit card or direct debit the Customer irrevocably authorises the Company to take payments of all amounts due on a recurring basis until this Contract is properly terminated or expires. If the Customer cancels the payment authority or payment is not able to be processed for any reason then the Customer remains liable for payment of the unpaid amounts as well as ongoing payments.
5.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date(s) for any payment under this Contract, the Company may:
6.1 The Company reserves the right, at the Company’s sole discretion, to suspend the Advertising, without notice, if any payment under the Contract is not made in full on the due date; or if the Company reasonably believes that:
6.2 The Company shall not be obliged to Advertise until the Customer has paid any amounts due; and/or proven to the Company’s satisfaction that it has removed the offending material from its business and arranged another shoot as described in 6.1 and/or taken all necessary steps (if any) to stop action described in 6.1 above.
6.3 The Company may give notice to the Customer that this Contract will be terminated without further notice if the Customer does not pay any overdue amount within 7 days, or does not remedy any other situation resulting in suspension within 15 days.
6.4 Suspension under this Clause 6 shall not relieve the Customer from the obligation to pay the Company the full amounts owed prior to date of suspension, or the obligation to continue to pay any Fee during the period of suspension for the remainder of the Contract period, or until the date of termination if terminated by the Company under this clause.
Subject to clause 9 below, both the Customer and the Company shall keep in strict confidence all information about the other which is of a confidential nature and has been disclosed to or become known to either party pursuant to or in connection with this Contract in any way.
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8. LIMITATION OF LIABILITY
8.1 This clause 8 sets out the entire liability of the Company (including any liability for the acts or omissions of its employees, officers, agents, consultants, and subcontractors) to the Customer in respect of:
8.2 All other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3 The Customer acknowledges that Facebook Advertising is a service intended for business customers for business use and the provisions of the Consumer Guarantees Act do not apply.
8.4 The Customer acknowledges that:
8.5 The Company shall have no liability to the Customer if it is prevented from, or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
8.6 To the extent permitted by law:
8.7 No claim may be made or action taken by the Customer against the Company in connection with this Contract more than six months after earliest alleged breach or event or omission or more than three months after the date of termination of this Contract, whichever is earlier.
8.8 For the avoidance of doubt, the Company shall have no liability to the Customer if the Customer is subject to any images fraud, spam attack and/or any other malicious activities, and the safe and secure operation of the Customer’s advertising shall remain the sole responsibility of the Customer.
9. PRIVACY OF INFORMATION
9.1 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency in connection with this Contract, and personal data about the Customer will be processed by and on behalf of the Company and retained by the Company during the term of and in connection with this Contract.
9.2 Except as provided in this clause, the Company shall not use the Customer’s information or provide the Customer’s information to any third party without the Customer’s specific permission other than is necessary to enable provision of the services by the Company.
10. EXPIRY AND TERMINATION
On expiry or termination of the Contract for any reason:
(a) The Company shall delete all ads shown on Facebook;
(b) The Customer shall immediately pay to the Company all amount(s) due to the Company;
(c) Those clauses which are intended to survive, including clauses 7, 8 and 9 shall survive and continue in full force and effect.
11. GENERAL CLAUSES
11.1 No variation to this Contract is valid unless made, or agreed to, in writing by the Company. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given.
11.2 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part- provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11.3 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
11.4 The Company may subcontract, assign, novate, or delegate in any manner any or all of its rights and obligations under the Contract to any third party or agent.
11.5 The Customer may only assign its rights and obligations to a third party with the Company’s consent and the assignee may be required by the Company to enter into a new contract.
11.6 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 The interpretation and application of this Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in
accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.
11.8 Any notice or communication given under this license by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to the Company must be sent to [email protected] or to any other email address notified by email to the Customer.
Notices and correspondence to the Customer will be sent to the email address provided on the front page of this Contract unless an updated address is provided to the Company in writing.
11.9 A person who is not a party to this license has no right to benefit under or to enforce any of these terms.