The following definitions and rules of interpretation apply to the Contract (“Conditions”):
- Google Trusted Business Photos: means the photos which the Customer wishes to purchase and which the Company agrees to use in Google platforms, subject to these Conditions.
- Contract: means this contract between the Customer and the Company for the Company to provide the specified Google Business Photos 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 Limited (company number 2176143) Jibble.
- Customer: the person, firm or company named on the front page of this Contract who purchases the Google Business Photos from the Company.
- Contract Commencement Date: means the date that payment is made of the booking for the Google Trusted Photographer.
- GST: means Goods and Services Tax pursuant to the Goods and Services Tax and its statutory amendments.
- Booking Fee: means the sum specified on the front page of this Contract. Photography Fee: means the sum specified on the front page of this.
A reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
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
These Conditions shall:
- apply to and be incorporated into the Contract; and
- 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.
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.
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given prior to acceptance is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.
This Contract applies from the Commencement Date and shall continue permanently.
The Company shall not be required to undertake any work, or provide the images for any period until the Company has received, in cleared funds, the Booking Fee and Shoot Fee as specified on the front page of this Contract.
4. THE GOOGLE BUSINESS PHOTOGRAPHY IMAGES
The Customer acknowledges that the Company does not provide any guarantee or warranty that placement of any Google Business Photos platforms will increase in sales of the Customer’s product or service.
5. PAYMENTS AND PRICING
The Customer agrees to pay the Booking Fee and Shoot Fee as specified on the front page of this Contract or as may be varied from time to time pursuant to these Conditions.
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.
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:
- Charge interest on such sum from the due date until date paid at a rate 2% above the unsecured overdraft rate from time to time of the Company’s bank, accruing on a daily basis and being quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand; and all other payments due until the expiry or termination date of the Contract shall remain due and payable; and/or Suspend the shoot until payment has been made in full or terminate this Contract as detailed in clause 6 below; and/or All sums due to the Company shall be paid without deduction or set off and in cleared funds. In the event of any cheque(s) or payment of any nature being reversed or returned unpaid, or not honoured, the Company reserves the right to charge an administration fee of $35.00 (plus GST) per unsuccessful payment.
- The Customer shall be fully liable for all and any actual costs the Company incurs in the collection or recovery of any amount due by the Customer under this Agreement.
The Company reserves the right, at the Company’s sole discretion, to suspend the Shoot, without notice, if any payment under the Contract is not made in full on the due date; or if the Company reasonably believes that:
- The Customer’s business contains defamatory or derogatory, misleading or deceptive material or content and/ or infringes any third parties Intellectual Property Rights.
The Company shall not be obliged to shoot 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.
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.
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.
8 LIMITATION OF LIABILITY
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:
- any breach of the Contract;
- any use made by the Customer or any other person of the images or any part of them;
- any representation, statement or tortuous act or omission (including negligence) arising under or in connection in any way with the Contract or the images.
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.
The Customer acknowledges that the Google Trusted Photos is a service intended for business customers for business use and the provisions of the Consumer Guarantees Act do not apply.
The Customer acknowledges that:
- The Company is not an agent, employee or representative of Google.
- The Company cannot and does not make any representations or warranties on behalf of Google or any of its subsidiaries or members.
- The Company does not guarantee the performance Google platforms and shall not be liable for any act or omission of either party that may result in any loss or damage to the Customer.
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.
To the extent permitted by law:
- The Company shall not be liable for any claim, costs, damages, liability or loss of any n nature suffered by the Customer or any third party in connection with this Contract or with the images.
- Notwithstanding subclause (8.1) above, if the Company does have any liability to the customer, the Company’s total liability shall be limited to the equivalent of the most recent booking Fee paid by the Customer under this Contract.
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.
- 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 images shall remain the sole responsibility of the Customer.
9. PRIVACY OF INFORMATION
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.
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:
- The Company shall delete all images;
- The Customer shall immediately pay to the Company all amount(s) due to the Company;
- 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
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.
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.
The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
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.
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.
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.
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.
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 . 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.
A person who is not a party to this license has no right to benefit under or to enforce any of these terms.