Terms and Conditions
By using our website and/or engaging in our services, you agree that you have read and agree to our Terms of Service as listed below:
DIRECT DEBIT TERMS
CONDITIONS OF THIS INSTRUCTION TO ACCEPT DIRECT DEBITS UNDER THE PAPERLESS SERVICE
1. The Initiator:
(a) Has agreed to give advance Notice of the net amount of each Direct Debit and the due date of the debiting at least 10 calendar days (but not more than 2 calendar months) before the date when the Direct Debit will be initiated. This notice will be provided in writing (including by electronic means and SMS where the Customer has provided prior written consent (including by electronic means including SMS) to communicate electronically). The advance notice will include the following message: "Unless advice to the contrary is received from you by (date*), the amount will be directly debited to your Bank account on (initiating date)."
*This date will be at least two (2) days prior to the initiating date to allow for amendment of Direct Debits.
(b) May, upon the relationship which gave rise to this Instruction being terminated, give notice to the Bank that no further Direct Debits are to be initiated under the Instruction. Upon receipt of such notice the Bank may terminate this Instruction as to future payments by notice in writing to me/us.
2. The Customer may:
(a) At any time, terminate this Instruction as to future payments by giving written notice of termination to the Bank and to the Initiator by means agreed by the customer, Bank and Initiator.
(b) Stop payment of any Direct Debit to be initiated under this Instruction by the Initiator by giving written notice to the Bank prior to the Direct Debit being paid by the Bank.
(c) Request the Bank to reverse any Direct Debits initiated by the Initiator under the Instructions by debiting the amount of the Direct Debits back to the Initiator through the Initiator's Bank where the Initiator cannot produce a copy of the Instructions and/or Confirmation to me/us that I/we are reasonably satisfied demonstrate that I/we have authorised my/our bank to accept Direct Debits from the Initiator against my/our account PROVIDED the request is made not more than 9 months from the date when the first Direct Debit was debited to my/our account by the Initiator under the Instructions.
3. The Customer acknowledges that:
(a) This Instruction will remain in full force and effect in respect of all Direct Debits passed to my/our account in good faith notwithstanding my/our death, bankruptcy or other revocation of this Instruction until actual notice of such event is received by the Bank.
(b) In any event this Instruction is subject to any arrangement now or hereafter existing between me/us and the Bank in relation to my/our account.
(c) Any dispute as to the correctness or validity of an amount debited to my/our account shall not be the concern of the Bank except in so far as the Direct Debit has not been paid in accordance with this Instruction. Any other dispute lies between me/us and the Initiator.
(d) Where the Bank has used reasonable care and skill in acting in accordance with this Instruction, the Bank accepts no responsibility or liability in respect of:- - the accuracy of information about Direct Debits on Bank statements; and - any variations between notices given by the Initiator and the amounts of Direct Debits.
(e) The Bank is not responsible for, or under any liability in respect of the Initiator's failure to give notice in accordance with 1(a) nor for the non-receipt or late receipt of notice by me/us for any reason whatsoever. In any such situation the dispute lies between me/us and the Initiator.
4. The Bank may:
(a) In its absolute discretion conclusively determine the order of priority of payment by it of any monies pursuant to this or any other Instruction, cheque or draft properly signed by me/us and given to or drawn on the Bank.
(b) At any time terminate this Instruction as to future payments by notice in writing to me/us.
(c) Charge its current fees for this service in force from time to time.
The Advertising Agreement (“Agreement”) consists of two parts, the Advertising Order and the Standard Terms.
The Advertising Order, which may take any form, shall include the following information:
- client contact information, including reference number (if applicable);
- placement start date;
- placement end date;
- the rate;
- discounts (if applicable); and
- amount due.
It may also include information regarding the positioning of the advertisement, the right to renew the Order, and the right to cancel the Order.
SUBMISSION: By submitting an advertisement to iSEE Digital (2012) Limited ("iSEE”), you, the advertiser and/or your agency, referred to collectively as Advertiser, agree, without limitation or qualification, to be bound by, and to comply with, the following terms and conditions:
TERM OF AGREEMENT: The term of the Agreement commences on the Placement Start Date and terminates on the Placement End Date, as set forth in the Advertising Order.
TERMS OF PAYMENT: Advertiser must submit to iSEE the amount due, as specified in the Advertising Order, within one calendar week of the Placement Start Date. In the event of any failure by Advertiser to make timely payment, the Advertising Order will be suspended until payment is received, and Advertiser will be responsible for all reasonable expenses, including solicitor fees, incurred by iSEE in collecting payment.
POSITIONING: Except as otherwise expressly provided in the Advertising Order, the positioning of advertisements on iSEE's equipment is at iSEE sole discretion.
RENEWAL: Except as otherwise expressly provided in the Advertising Order, the renewal of an Advertising Order may be subject to rate changes made after placement of the previous Order.
NO ASSIGNMENT: Advertiser may not resell, assign, or transfer any of its rights under the Agreement. Any attempt by Advertiser to resell, assign, or transfer such rights shall result in immediate termination of the Agreement, without liability to iSEE for such termination.
ADVERTISING MATERIALS: Advertiser will provide all materials for the advertisement in accordance with iSEE's policies in effect at the time, including without limitation the manner of transmission to iSEE and the lead-time prior to publication of the advertisement. iSEE shall not be required to publish any advertisement that is not received in accordance with such policies. All changes to advertisement placements must be made in writing to iSEE , and must be received prior to the lead-time deadline. Advertiser hereby grants to iSEE and its agents a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit, and distribute the advertisement and all contents therein in accordance with the Agreement.
If Advertiser uses third parties to serve the advertisement, Advertiser shall be responsible for such third parties’ compliance with this Agreement.
RIGHT TO REJECT ADVERTISEMENT: iSEE reserves the right to approve the content of all advertisements. iSEE also reserves the right to reject, or cancel, any advertisement, Advertising Order, or positioning commitment at any time, for any reason whatsoever, including iSEE's belief that the placement of an advertisement may subject iSEE criminal or civil liability.
iSEE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATIONS OF LIABILITY: In the event iSEE fails to display an advertisement in accordance with the schedule provided in the Advertising Order, or in the event iSEE fails to deliver the full time period of the Advertising Order, or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the Advertising Order, the sole liability of iSEE, and exclusive remedy of Advertiser, shall be limited to placement of the advertisement at a later time in a comparable position until the total advertising time is delivered. In no event shall iSEE be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of any third parties. IN NO EVENT SHALL iSEE BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF iSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. iSEE's AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY iSEE FROM ADVERTISER FOR THE ADVERTISING ORDER GIVING RISE TO THE CLAIM.
Without limiting the foregoing, iSEE shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition affecting production or delivery in any manner beyond iSEE's control. Advertiser acknowledges that iSEE has entered into this Agreement in reliance upon the limitations of liability set forth herein, and that same is an essential basis of the bargain between the parties.
ADVERTISER’S REPRESENTATIONS: Advertiser represents and warrants to iSEE that: (1) Advertiser holds all necessary rights to permit the use of the advertisement by iSEE for the purpose of this Agreement; (2) the use, reproduction, distribution, transmission or display of the advertisement, or any products or services made available to users through the advertisement, will not (a) violate any criminal laws; (b) will not violate any rights of any third parties, including intellectual property rights; or (c) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.
INDEMNIFICATION: Advertiser agrees to indemnify, defend and hold iSEE and its agents harmless from and against any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses, arising out of, or related to, (i) breach of any of the foregoing representations and warranties, or (ii) any third-party claim arising from use of, or access to, the advertisement under this Agreement, or any products or services made available to users through the advertisement under this Agreement.
CANCELLATIONS: Except as otherwise provided in the Advertising Order, Advertiser may not cancel the Advertising Order. If Advertiser does cancel the Advertising Order, in whole or in part, Advertiser agrees to pay the amount due detailed in the Advertising Order and any additional early cancellation charges.
CONSTRUCTION: The terms and conditions of this Agreement shall prevail exclusively over any written instrument submitted by Advertiser, including Advertiser’s Advertising Order, and Advertiser hereby disclaims any terms therein, except for terms therein relating to scheduling and pricing. In the event of any inconsistency between the Advertising Order and the Standard Terms, the Standard Terms shall control.
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom.
CONFIDENTIALITY: “Confidential Information” shall mean (i) advertisements, prior to publication; (ii) the Advertising Order; and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.” During the term of this Agreement, and for a period of two years following this term, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.
TERMINATION: In the event of a material breach by Advertiser, iSEE may terminate this Agreement immediately without notice or cure period, without liability to iSEE from such termination. In the event of any termination, Advertiser shall remain liable for any amount due under an Advertising Order for advertisement delivered to iSEE and such obligation to pay shall survive any termination of this Agreement. If the parties contemplate any provision to survive any termination or expiration of this Agreement, such provision shall survive such termination or expiration. At the request of the disclosing party, the receiving party shall return all of the disclosing party’s Confidential Information to the disclosing party.
GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the New Zealand, without giving effect to principles of conflicts of law. All disputes arising out of, or relating to, the interpretation or performance of this Agreement shall be resolved and settled by arbitration in accordance with the arbitration rules of the New Zealand Arbitration Association Rules by a single arbitrator who is mutually agreeable to the parties or, if no agreement can be reached. Such arbitration shall be conducted in the English language and shall be binding on both parties. The arbitrator shall make detailed findings of fact and determinations of law in writing in support of his/her decision, and may award reimbursement of solicitor’s fees and other costs of arbitration to the prevailing party, in such manner as the arbitrator shall deem appropriate. Judgment upon the award rendered in the arbitration may be entered in any court of competent jurisdiction. The use of any mediation procedures prior to arbitration proceeding may not be construed under the doctrines of laches, waiver, or estoppel to affect adversely the rights of either party. Both parties waive and agree not to assert any defense in a proceeding for the enforcement of such an arbitration award that such arbitration proceeding lacked jurisdiction over the party, or was conducted in an inconvenient or improper forum.
Both parties agree (1) that a proceeding to enforce an arbitration award shall be brought exclusively in New Zealand, (2) to waive any claim or defense of inconvenient forum, (3) to confer personal jurisdiction on such courts, and (4) to waive any objection to venue in such courts.
MISCELLANEOUS: This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Advertiser shall make no public announcement regarding the existence or content of the Advertising Order without iSEE's prior written approval, which approval shall not be unreasonably withheld.
The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.