1 Our Agreement
1.1 Which terms and conditions apply
These Terms and Conditions shall form part of the Agreement between us and may only be varied by a Master Services Agreement or Managed Service Conditions. Otherwise, these Terms and Conditions shall take precedence over any other document forming part of our Agreement.
2 Lucidity Responsibilities
2.1 Services
- in accordance with any specifications as set out in our Agreement;
- using reasonable care and skill;
- using people who have the necessary qualifications and/or experience and in accordance
with standards generally observed in the information technology industry; - in accordance with any Managed Service Conditions specific to that Service or product we
are supplying; - in an efficient and professional manner.
In addition, we shall:
- comply with any of your policies that you notify us of prior to the Commencement Date of
the supply of Services; - comply with all applicable laws;
- hold such licenses or sub-licenses required or necessary to lawfully provide the Services;
and - decide the delivery method and technical means by which the Services are provided,
whether by telephone, remotely, by onsite attendance or any other means we deem fit
providing we act reasonably and unless otherwise specified in a Master Services
Agreement.
2.2 Support
not obliged to provide such things as (without limitation):
- computer monitoring;
- data or system backup;
- historical data or meta data storage or other services;
- on-site support;
- software or hardware support;
- updates, upgrades or patches;
- notifications or reminders; or
- any service level agreement or service outside the Support Hours.
2.4 Suspension or Restriction of Services
(including without notice) suspend all or part of a Service in the following circumstances where:
- we are required to comply with an order, instruction or request of government (including
Government Department), emergency services or other competent authority, and
compliance with the order, instruction or request requires the suspension of all or part of
the Service; - a Force Majeure Event affects the provision of that Service;
- there are a non-payment of Services, hardware or support invoices for 30 business days
from the due date, with no notification from you to reasonably resolve outstanding
invoices (as per clause 7); - we suspect, acting reasonably, that Your Data, technology systems, including your
account details, have been compromised; - we consider it necessary to suspend the Services, or any of them, to protect our
infrastructure or otherwise because of an Emergency; or - we suspect, acting reasonably, that a failure to suspend the Services, or one or more of
them, will create an unacceptable risk that there will be a breach of law or give rise to a
legal claim between Lucidity and any third party
3 Service Levels
3.1 Service Level Agreement
Agreement.
4 Third party Services and hardware
4.1 Third party software services
4.2 Hardware Procurement Conditions
- We engage with a range of distributors for hardware purchases. As such delivery
timeframes are to our best endeavours, with delays or cancellations outside of our
control, we cannot be held liable for any delays in the procurement of hardware. - Upon placing an order for hardware, you accept that we will be placing an order with a
hardware distributor and that any returns or cancellations of orders may incur a
restocking fee. - All hardware remains our property until paid in full.
4.3 Hardware Warranty & Repair Conditions
- Where hardware has not been purchased by Lucidity the customer must arrange
the warranty service directly with the supplier or vendor. - Shipping costs are to be covered by the customer.
- Hardware service may result in the loss of data or configuration.
- While we may be able to offer a loan device, this is a courtesy and not guaranteed.
- Hardware warranty and repairs are governed by the service agent or vendor terms
and conditions.
b. In warranty hardware purchased through Lucidity:
- Lucidity will arrange the warranty service with the vendor.
- The customer shall ship the device at their cost to the provided address for
service. - Where the vendor deems the fault to be related to physical damage, repair costs
will be quoted to the customer for consideration. - Any accepted repair costs will be charged to the customer.
c. Out of warranty hardware:
- Lucidity will assist with finding a suitable service agent.
- The customer shall ship the device at their cost to the provided address for
service. - Repair costs will be quoted to the customer for consideration
- Any accepted repair costs will be charged to the customer.
If your Managed Service Plan includes warranty management, we will cover the following.
- Backing up and restoring data.
- Re-installing software such as Windows.
- Re-configuring and/or installing hardware.
- Working with the service agent or vendor.
- Otherwise, all Lucidity assistance will be chargeable.
Otherwise, all Lucidity assistance will be chargeable.
5 Your Responsibilities
5.1 Cooperation
- comply with our Policies as set out in Schedule 2;
- provide reasonable cooperation to enable us or our agents to install, repair, replace and
maintain our Services; - provide promptly all information, decisions, facilities and assistance we reasonably
require to supply the Services; - promptly notify us of any change of circumstances, or in previously supplied information,
that is likely to materially affect the Services or the provision of them; - comply with all relevant laws concerning your use of the Services;
- provide us with safe access to and egress from the premises to which the Services are
supplied and obtain any consent for us to provide the Services and/or install, inspect,
repair, maintain or remove equipment connected with the provision of the Services from
those premises; - notify us of your inability to comply with directions or requests made by us outlining why
you cannot comply and providing alternate options so that we may continue to meet our
obligations under the Agreement; - be responsible for maintaining the security of all Your Data, technology systems, including
the account details used in or in connection with the Services and all usernames and
passwords; and - maintain the correct end user licensing required to access Services provided
5.2 Executive Ownership
executive function.
Your executive responsibility should include but is not limited to:
- Ensuring that I.T. systems are fit for purpose and evolve over time
- Are used correctly by Users
- Are secure
- You meet your obligations under the Privacy Act
- Business continuity plans are in place, including backup and restoration plans
- Having the relevant insurance policies (such as cyber security) in place and ensuing that
their policy terms are met
5.3 Customer Equipment
Equipment, and must ensure it is:
- technically compatible with the Services and will not harm our Services, Our Network or
another customer’s equipment; and - connected to Our Network and used in accordance with any relevant instruction, standard
or law.
We may be unable to provide Services if these requirements are not met.
Should during the Service Term any changes be made to Customer Equipment, and we are unable
to deliver the Services, you will be required to pay the Fees until terminated.
5.4 User of Services
- follow our reasonable directions about the use of the Services and connecting anything to
Our Network; - adhere to any specific policies and/or terms and conditions described in Managed Service
Conditions or any third party’s terms and conditions; and - implement processes and procedures to limit the possibility of the Services being affected
by any virus, worms, or other destructive media.
5.5 Abuse and Fraud
that has access to use them:
- for fraudulent or destructive purposes, including unauthorised or attempted unauthorised access, alteration, spamming, abuse or destruction of information; or
- in any manner that causes interference with the use of our Services
5.6 Responsibility for Others
Services through your infrastructure meets your obligations and responsibilities under our Agreement. We will take reasonable precautions to preserve security although we will not be
responsible for ensuring that the Services will not or cannot be misused by you or any third party.
5.7 Cyber security
- To ensure that you understand the risks associated with cyber security and that you take all practicable steps to remove or mitigate such risks, including but not limited to, ensuring software is up to date and supportable and implementing the requirements set out in clause 11.5 and 11.5.
- All remediation, restoration, and recovery work resulting from a cyber security breach will be charged to you.
- To take out your own cyber security insurance policy and ensure that you are meeting the requirements of that policy, including but not limited to, ensuring data is backed up, and that you have a Business Continuity and Disaster Recovery Plan.
5.7 Cyber security
- To ensure that you understand the risks associated with cyber security and that you take all practicable steps to remove or mitigate such risks, including but not limited to, ensuring software is up to date and supportable and implementing the requirements set out in clause 11.5 and 11.5.
- All remediation, restoration, and recovery work resulting from a cyber security breach will be charged to you.
- To take out your own cyber security insurance policy and ensure that you are meeting the requirements of that policy, including but not limited to, ensuring data is backed up, and that you have a Business Continuity and Disaster Recovery Plan.
6 Obligation of Confidentiality
- take all steps necessary to maintain all Confidential Information of the other party in the strictest confidence;
- ensure that proper and secure storage is provided for the Confidential Information of the
other party while in the possession or under the control of that party; - take all precautions necessary to prevent accidental or wrongful disclosure of any of the Confidential Information of the other party;
- not directly or indirectly disclose any of the Confidential Information of the other party to any person other than those of that party’s approved employees or officers who are required to receive and consider the Confidential Information;
- use the Confidential Information of the other party and any notes solely for the Approved Purposes; not make any notes or allow any notes to be made except as necessary in connection with the Approved Purposes; and keep confidential the fact that Confidential Information has been provided by the other party;
- clause a. does not impose obligations on a party concerning Confidential Information which is or becomes part of the public domain (other than through any breach of these Terms and Conditions); and
- a party may disclose Confidential Information of the other party which it is obliged by law to disclose provided that the party has first notified the other party that it is required to disclose the Confidential Information so that the other party has an opportunity to protect the confidentiality of the Confidential Information. In such event, the first mentioned party must assist the other party in protecting the confidentiality of the
Confidential Information to the maximum extent permitted by law.
The obligation of confidentiality exists for so long as Confidential Information remains
confidential.
7 Charges and Credits
7.1 Our Fees
exclude GST, or other applicable duties as may be required by law. Any GST and duties required
by law will be charged in addition.
7.2 Commencement of Fees
billed one month in advance, and otherwise Fees are billed monthly in arrears.
7.3 Payment
deduction. Payment may be made by direct credit or electronic banking. Recurring fees are nonrefundable. We may request payment in advance for Services, hardware or project work as set
out in our Agreement and may withhold the Services, hardware or project work until the
requested advanced payments have been paid in full.
7.4 Disputed Fees
- pay all undisputed Fees by the Due Date;
- provide us with a written explanation of the reasons for your dispute of the Fee within 60
days of receiving an invoice of any dispute; and - cooperate with us to promptly resolve the disputed Fee.
If we are unable to resolve the dispute, we will attempt to resolve the dispute in accordance with
the process set out in clause 12. Where it is resolved that the dispute relates to billing errors, we
may credit or debit, as applicable, the net difference between any discovered overcharge or
undercharge.
We will not accept a dispute greater than 90 days after the invoice on which that disputed item is
charged.
Withholding of payment for hardware supplied will result in us repossessing the hardware
supplied at your expense, as per clause 10.5.
7.5 Late Payment
protect ourselves from incurring additional costs.
This clause applies to Fees:
- which are not subject to a genuine dispute but remain unpaid 10 days after the Due Date
for payment; or - which are disputed under clause 7.4 but which we have determined does not contain an
error and that remains unpaid for 10 days after the date of our notice to you under clause
7.4
We reserve the right to take the following steps:
- Interest may be charged on a monthly basis from the Due Date for payment until the date
on which you make payment in full. Interest is calculated on a daily basis using the
following formula: New Zealand Reserve Bank “Official Cash Rate” (as at the due date of
the payment) plus 2% per annum. - You agree to pay any costs that are incurred by anyone (including agents) in recovering
the money you owe or in exercising any other rights, including recovery of commissions
and legal costs on a solicitor and client basis. Interest and charges are limited to items not
under dispute as per clause 7.4 - If the unpaid Fees remain overdue in excess of 20 days we reserve the right to withhold all
Services to you and/or to the end user which relates to the unpaid Fees. - If the unpaid Fees remain overdue in excess of 30 days, we reserve the right to suspend
the use of all of our Services to the end user.
7.6 Credit Approval
future charges. If you exceed any credit limit applied by us, we may restrict or suspend all or part
of the Services without notice to you, however, you will remain liable for all Fees and any unpaid
interest accrued pursuant to clause 7.5 incurred in excess of the credit.
7.7 Changes to Fees
- if both parties agree to change the Services as set out in our Agreement at your or our
request; or - if due to a third-party action or omission, our direct costs to provide the specific Services
to you in our Agreement are increased, provided we give you at least one months’ notice
of the change in the Fees.
Irrespective of the above, we may increase the Fees on an annual basis in line with the CPI index
or third party hardware or software price changes.
7.8 Estimates
estimates. Where it is stated that an amount is an estimate, you acknowledge that an estimate
does not foresee every circumstance. We will advise you in writing if we believe an estimate will
be exceeded.
7.9 Quotes
the date it is given, unless stated otherwise in the quote. However, we may vary or withdraw a
quote at any time before you accept it by notice in writing.
7.10 All fees payable on Insolvency Event
Where an Insolvency Event occurs:
- All Fees shall become immediately due and payable.
- The balance of any subscription under an Annual Term Subscription shall become
immediately due and payable irrespective of any prior agreement to pay subscriptions
under an Annual Term Subscription on a monthly basis. - We shall be under no obligation to continue to provide Services to you until all Fees and
Annual Term Subscriptions have been paid.
8 Transition Out Services
8.1 Our Obligations
we will:
- provide you or your nominee with cooperation, assistance, advice, explanations and
information reasonably requested by you; - comply with reasonable directions, to ensure the completion and orderly cessation of
Services up to the termination or expiry date of our Agreement.
8.2 Scope
- developing or modifying with you, a plan for the continuity and orderly transition of
responsibility for the Services to you or another service provider; - continuing to provide Services, for a reasonable period (as agreed between the parties) of
up to six months following expiry or termination of our Agreement, of any or all of the
Services or the terminated Service on the same terms as applied to those Services under
our Agreement. The Fees payable in respect of the Services during that period shall be
agreed between the parties if not provided for in our Agreement or, failing such
agreement, shall be those Fees described in our Rate Card; - providing all documentation, details of data formats and fields (including database
schema), reasonably necessary or desirable to ensure the efficient continuity and
transition; and - providing data, documentation and records to you or your nominee.
8.3 Fees
agreed between the parties. We may request advanced payment for Transition Out Services.
9 Property Rights
9.1 Intellectual Property
provide to you and that are used in the provision of the Services.
9.2 Title to Software, Equipment and Numbers
title and all property rights. You do not own and will not acquire any right of ownership to any
Service, intellectual property or software provided by us.
This includes any copies of or improvements, developments, modifications or changes to them,
or to any patents, copyrights, trademarks, internet protocol or other electronic addresses,
numbers or codes allocated to you. You may not sell, license or provide any of these to anyone
else without our permission. Any customer title to specific items will be specified in a Master
Services Agreement.
9.3 Change of addresses, codes etc
or other code allocated by us to you, but only if it is reasonably necessary to do so.
9.4 Software License
us, a sublicense) to use software provided with the Services, including any related documentation
during the Service Term. These licenses or sublicense are solely for your own internal business
use and for the purposes for which it is provided, and otherwise in accordance with the
applicable licensing requirements. You agree to abide by the terms and conditions of all thirdparty software licenses and you shall be deemed to have accepted those when you commence
using the Service to which they apply. We may suspend, block, or terminate your use of any
software if you fail to comply with any applicable licensing requirement.
9.5 Upgrades
upon our discretion. We may review the Services provided to you and at our discretion may
require you to migrate to a new version of the Services. Such migration may incur additional cost
for you.
9.6 Restrictions
granted any right to:
- use software or Services provided by us for or on behalf of third parties or for time share
or service bureau activities; - reverse engineer, decompile, modify, enhance, or copy software provided by us, or
prepare any derivative works from such software; or - modify Services or combine Services with any other goods or services not provided by us
without our prior consent.
9.7 Notification of Infringement
Intellectual property rights and of any claim that use of the Service infringes the rights of any
other entity.
In the event of any claim under this clause, we must at our own expense and with the written
consent of you, use our best endeavours to:
- In the event of any claim under this clause, we must at our own expense and with the written
consent of you, use our best endeavours to: - procure for you, on reasonable commercial terms, the right to continue to use the whole,
or the relevant part, of the Services; or
10 Termination
10.1 Service Term of Agreement
for a further year unless you give at least one month’s notice prior to the expiry of the Service
Term that you wish our Agreement to end.
10.2 Termination by Default
written notice to the other if:
- the other party is affected by an Insolvency Event;
- any of the representations or warranties in our Agreement by the other party proves to
be inaccurate or untrue in any material respect; o - the other party commits a material breach of our Agreement and (if the breach is capable
of remedy) fails to rectify that breach within 10 Business Days after receiving written
notice.
10.3 Termination by You
- a Severity One for that Service which continues for a period of 3 or more consecutive
months; or - . a Severity One for that Service which continues for 3 months in any 6-month period
commencing on the date of first non-compliance, - a Severity Two for that Service which continues for a period of 6 or more consecutive
months.
Provided that the registering of any Severity Level(s) is not the result of a Force Majeure Event or
outages scheduled by us and notified to you in advance.
Termination of a Service Agreement by you under this clause will not affect the continuation of
our Agreement in respect of any other Service.
10.4 Termination Charges
then you may become liable for the following Termination Charges:
- Fees charged for Transition Out Services in accordance with clause 8.
- Subscriptions for Microsoft Services until the end of the Microsoft Licensing Term.
- Subscriptions or fees in respect of any other third-party service provider whose services
either cannot be cancelled, or a refund provided. - Where we are not at fault for the early termination of the Service Term, such additional
charges that we may levy to compensate us for the early termination of the Service Term. - Fees in accordance with clause 10.5 below.
Any requests for effort or 3rd party costs required to be incurred outside of efforts related to exit
that is not described in our Agreement will be provided on a time and material basis.
You acknowledge and agree that our Termination Charges in these circumstances are a genuine
pre-estimate of our loss arising from early termination of all or part of our Agreement during the
relevant Service Term. Termination Charges are payable in the same manner as Fees under
clause 7.
10.5 Return of Software/Hardware
any software/hardware provided by us, including all copies. If you fail to do this within 10
Business Days of our request for the return of our software/hardware, you agree that we may
either:
- charge you a reasonable amount for rental of the software/hardware from the date on
which we first requested the return of the software/hardware until the date that you
return it to us; or - act (or send our agents to act) as your agent to enter any premises we reasonably believe
contains that software/hardware to recover it, without incurring any liability to you or
anyone else, and in that case, you must pay our costs, including legal costs on a solicitor
and client basis, in exercising this right.
10.6 Security Interest
Personal Property Securities Act 1999 provided by us until you have paid for the goods in full. You
acknowledge that any agreed goods purchased or requested constitutes a security agreement for
the purposes of section 36 of the Personal Property Securities Act 1999.
10.7 Continuing Rights and Responsibilities
not affect any rights and responsibilities under which are intended to continue or come into force
after that Agreement or Service ends.
11 Liability
11.1 Warranties Excluded
relating to Services (whether expressed, implied or whenever arising) whether originating in
statute, law, trade, custom, or otherwise that would (but for this clause) apply, are expressly
excluded to the fullest extent permitted by law.
11.2 Warranty in relation to project work
Project are delivered with all reasonable care and skill and in accordance with industry standards.
Where there is any defect in the services performed by us as part of a Project you may reject
those services providing:
- You notify us of the defect within 90 days of the completion of the Project
- All fees in respect of the Project have been paid
- The defect arises from services provided by us and not from a Third-Party or ThirdParty Materials
Where you have rejected any services as part of this clause, we shall remedy the defect within a
reasonable time of being notified at no further cost to you.
11.3 Exclusion for indirect and consequential loss
Party (or its Related Companies) whether arising out of a claim in tort (including negligence),
contract or statute, for any indirect or consequential loss or damages or for any loss or corruption
of data, loss of business, loss of revenue, loss of opportunity, loss of profit, loss of goodwill, or
loss of savings or anticipated savings (in each case whether direct or indirect).
11.4 Backup Services
and data loss where:
- You have not purchased the backup services from Lucidity.
- You have not agreed, at your cost, to implement the backup services to the standards required by Lucidity and/or our insurance company. These are:
1. 3 copies of your data – 1 production copy and 2 backup copies.
2. Backup copies are stored in 2 separate physical locations.
3. No single user account can modify or delete both backup copies, or backups are protected by immutability of no less than 30 days.
11.5 Cyber Security Breaches
- The cyber security breach was caused other than by Lucidity’s negligence
- The cyber security breach was caused other than by Lucidity’s negligence
- Multi-Factor Authentication must be enforced.
If you choose not to implement our Back Up and Cyber Security recommendations in clauses 11.4
and 11.5 (thereby meeting our insurance requirements) you waive all rights to claim against us
for any issues, errors, damage, Data loss or information disclosure caused by a cyber security
incident and agree to indemnify us for all applicable fees or charges that are charged to us or by
us, including indemnifying our legal or other costs (payable on an indemnity basis) in pursuing
payment of licences and labour to rectify any issues caused.
11.6 Maximum Liability
under or in relation to our Agreement, or otherwise, and whether arising out of a claim in tort
(including negligence), contract or statute is limited to an amount equal to:
- the total Fees for the affected Services (less any Fees attributable to the oncharging of Third Party Services or Third Party Materials) in the 12-month period
preceding the month in which the relevant cause of action arose; or - Where a claim has been accepted by Lucidity’s insurer, such sum payable under
that claim.
Where a claim has been accepted by Lucidity’s insurer, such sum payable under
that claim.
11.7 Indemnity by Us
and expenses (including but not limited to legal costs) reasonably incurred by you arising out of:
- any loss of or damage to your or a third party’s property, real or personal, caused by any
negligent act or omission by us or our Representatives; and - the fraudulent or wilful misconduct (whether by act or omission) or dishonest conduct by
us or our Representatives; and - a claim by a third party against you that the Services or any material provided by us
infringes the intellectual property rights of the third party, provided that you immediately
notify us of any such claim and, at our request, allows us to defend and settle the claim at
our own expense and in our own name.
You acknowledge that all internet, cloud, and hosted Services are provided on an “as is, as
available” basis. We give no warranty, expressed or implied, that the Services will be
uninterrupted and we shall not reimburse you for losses of income due to disruption of Services
by us or our providers, and you irrevocably, waive all right to claim reimbursements for lost
business income because of interruptions to Services provided by us.
11.8 Indemnity by You
liabilities, claims and expenses (including but not limited to legal costs) incurred by us and our
Representatives arising out of or in connection with:
- any act or omission by you, or your Representatives.
- any loss of or damage to our or a third party’s property, real or personal, caused by any
act or omission of your or your Representatives; - the fraudulent or wilful misconduct (whether by act or omission) or dishonest conduct by
you or your Representatives; and - any claim by a third-party alleging damage or loss to that third party, or infringement of
that third party’s intellectual property due, to:
1. use of the Services in combination by any means and in any form with
software or equipment not specifically approved by us or in a manner or for a
purpose not reasonably contemplated or authorised by us in writing;
2. modification or alteration of any part of the Services by any person other than
us without our prior written consent; or
4. use of any Third-Party Materials.
11.9 Transmission Over Our Network
damage and expense, including solicitor’s fees on a solicitor and own client basis, that is suffered
by us and/or our Related Companies as a result of any illegal use by yourself, actual or
threatened claim by a third party (including a claim in defamation, infringement of property
rights, invasion of privacy or access to or alteration of private records and data) arising from the
transmission of information, data, or messages transmitted over Our Network by you, or by your
customers or agents using Services provided to you.
11.10 Force Majeure
payment obligation) if:
- the failure or delay arises and is attributable to and from a Force Majeure Event;
- the affected party, on becoming aware of the Force Majeure Event, promptly notifies the
other party in writing of the nature of, the expected duration of, the obligation(s) affected
by, and the steps being taken by that party to mitigate, avoid or remedy, the Force
Majeure Event; and - the affected party uses its best endeavours to:
1. mitigate the effects of the Force Majeure Event on that party’s obligations
under our Agreement;
2. perform that party’s obligations which are not affected by the Force Majeure
Event; and
3. Perform that party’s obligations under our Agreement on time despite the
Force Majeure Event.
Performance of an obligation affected by a Force Majeure Event will be resumed as soon as
practicable after the termination or abatement of the Force Majeure Event.
12 Dispute Resolution
terms and conditions and will attempt to resolve the dispute through good faith discussions
between your account manager as assigned by us, and your designated contact person to us as
assigned by you.
If the dispute is not resolved at that level within 14 days, the dispute may be referred by either
party to the senior management or executives of the parties and both parties will then use all
reasonable endeavours to resolve the dispute within a further 14 Business Days.
If the dispute is unable to be resolved by the senior management or executives of the parties, it
will be referred to an independent mediator appointed by agreement between both parties.
If both parties cannot agree on an independent mediator within 5 Business Days of the time
lapsing for the senior management or executives of both Parties to resolve the dispute (unless we
agree to a longer period), then an independent mediator will be appointed by an agreed nominee
of the New Zealand Law Society to mediate the dispute. The independent mediator so appointed
shall be a member of Lawyers Engaged in Alternative Dispute Resolution.
We agree that the outcome of the mediation will not be binding on us unless we execute a
written mediated settlement agreement. While following the above procedures to resolve the
dispute, neither of us is relieved from our obligations under our Agreement and any Master
Services Agreement remains in full force and effect.
In the event mediation fails to resolve the dispute within 14 Business Days of the mediator’s
appointment, either party may refer the dispute to final and binding arbitration, by a single
arbitrator appointed by agreement of the parties, and failing said agreement, to be appointed by
the President for the time being, or his or her nominee, of the New Zealand Law Society. The
arbitration shall be heard in Auckland in accordance with the Arbitration Act 1996 or any re-
enactment of it. There shall be no appeal from or review of the arbitrator’s award. The arbitrator
shall have discretion to make such costs awards as he or she deems appropriate.
For the avoidance of doubt, nothing in this clause will prevent either of us from seeking urgent
injunctive relief where damages would be an inadequate remedy
13 General
13.1 Safety and Security
party’s premises and be responsible for complying with all applicable laws for maintaining safe
premises including complying with the Health and Safety At Work Act 2015 and all regulations
and codes of practice made under that Act.party’s premises and be responsible for complying with all applicable laws for maintaining safe
premises including complying with the Health and Safety At Work Act 2015 and all regulations
and codes of practice made under that Act.
13.2 Password for Online Access
and will only disclose them to those of your employees and agents who need them to access the
information for you. You will ensure that the online information is accessed only for your own
business use and for the purposes for which it is provided.
13.3 Use of Personal Information
relationship with us, we may collect personal information about you, your staff or your
customers and we may
- hold the information and share it with our employees, Related Companies, suppliers,
contractors and other agents, but only where this is necessary to enable us to offer or
provide you the Services, send you invoices, check that your responsibilities are being
met, or otherwise to administer and enforce our Agreement; - obtain the information by monitoring telephone calls between us and you for training
purposes or other communications with us; - share with network operators or relevant third parties any information needed to provide
Services to you or your customers; - share information with Internet service providers and law enforcement agencies if we
reasonably consider that unlawful activity is taking place using Our Network or there is a
risk of any kind to Our Network, or to other parties using Our Network; - use any information about you for statistical purposes, so long as you are not identified;
- share information to the extent appropriate with credit reference and debt collection
agencies; - use any information about you or your customers and their use of the Services to develop
and provide better products or services to customers and end users; and - use any information to ensure continuity of supply of the Services to end users in the
event you are in breach of our Agreement.
13.4 Protection of Personal Information
respect of any personal information provided by you to us or otherwise made accessible by you to us from time to time.
By providing personal information to us, you warrant to us that you are authorised to provide
that personal information to us, and that you are not breaching any applicable privacy laws or
any of your internal privacy policies in doing so. You will not do or omit to do anything to cause
us to breach privacy laws in respect of such personal information.
We agree to:
- establish and maintain appropriate administrative, technical and physical safeguards to
protect the security, integrity, confidentiality and availability of the Your Data; - use reasonable endeavours to protect against any actual threats, hazards, viruses,
unauthorised or unlawful access to, use of, or disclosure of, the Your Data; - maintain appropriate internal privacy policies and procedures applicable to the Services.
You must notify us as soon as reasonably practicable upon becoming aware of any breach of any
privacy laws that may be related to the provision of the Services or our use of personal
information provided by you in connection with the provision of the Services.
13.5 Subcontracting
meeting all those responsibilities.
13.6 Services Acquired for Business Purposes
the Contract and Commercial Law Act.
13.7 Notices
provided below. If a notice is sent by email to that contact address, the notice will only be
assumed delivered once a correct transmission confirmation slip or acknowledgement is
received.
Email: notifications@lucidity.co.nz
13.8 Changes to our Agreement
we may update these Terms and Conditions by publishing a new version on our website and such
new Terms and Conditions shall apply from the date of publication.
13.9 Independent Contractor
evidence a legal partnership, employer/employee, principal/agent or joint venture relationship.
13.10 Governing Law
Zealand. We agree to submit to the exclusive jurisdiction of the New Zealand courts.