These Terms and Conditions regulate the business relationship between you and us and form part of our Contract with you. By using our website, or by buying or leasing and goods, materials or services from us, you agree to be bound by these Terms and Conditions.
Frobisher Interiors 2009 Limited or any of it’s related companies, trading as Frobisher Interiors (“us” or “we” or “our“)
You means: A visitor to our website or to our stores as our customer (“you“)
The Terms & Conditions:
In this Agreement:
“Carrier” means any person or business contracted by us to carry Goods from us to you, or you to us.
“Consumer” means any individual who, in connection with this Agreement, is acting for a purpose which is outside his business.
“Content” means any content in any form published on our website by us or any third party with our consent.
“Goods” means goods and materials supplied by us to you, either in the course of a sale or a lease, or during the course of the supply of Services to you or otherwise.
“PPSA” means the Personal Property Securities Act 1999.
“Project” means any project on which we are contracted by you to provide goods or services.
“Project Documents” means all concepts, drawings, and specifications prepared by us.
“Quotation” means a quotation for the supply of the goods and/or services on the terms set out on the quotation and these Terms.
“Services” means all services supplied by us to you at any time and, except where the context otherwise requires, includes the Goods.
“Terms” means these terms of trade (as amended from time to time).
“we”, “our”, “us” means Frobisher Interiors 2009 Limited and any of its related companies (as defined in the Companies Act 1993) from time to time;
“you” means the customer.
In this Agreement, unless the context otherwise requires:
2.1. A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
2.2. These Terms and Conditions apply to all supplies of Goods and Services by us to any customer. They prevail over any terms proposed by you.
2.3. Any agreement by any party not to do, or omit to do something, includes an obligation not to allow some other person to do or omit to do that same thing.
2.4. Except where stated otherwise, any obligation of any person arising from this Agreement may be performed by any other person.
2.5. In this Agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
2.6. The headings to the paragraphs and schedules (if any) to this Agreement do not affect the interpretation.
2.7. All money sums mentioned in this Agreement are calculated nett of GST, which will be charged when payment is due.
2.8. A reference to an Act or Regulation includes new law of substantially the same intent as that Act or Regulation.
2.9. These Terms and Conditions apply in any event to you as a buyer or prospective buyer of our Goods and Services and so far as the context allows, to you as a visitor to our website.
2.10. This Agreement is made only in the english language. If there is any conflict in meaning between the english language version of this Agreement and any version or translation of this Agreement in any other language, the english language version shall prevail.
3. Our Contract with You
3.1. This Agreement contains the entire Agreement between the parties and supersedes all previous agreements and understandings between the parties.
3.2. Each party acknowledges that, in entering into this Agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this Agreement.
3.3. Because we rely on our suppliers, we do not guarantee that Goods advertised on our website are available.
3.4. We reserve the right to change these terms from time to time. The terms that apply to you are those posted on our website on the day you order Goods or the day you contract for our Services. We advise you to print a copy for your records.
3.5. If in future, you buy or lease Goods from us, or contract with us for the supply of Services under any arrangement which does not involve your payment via our website; these terms still apply to that supply or lease.
4. Sale or Lease of Goods
4.1. Your order is an offer to buy or lease from us. Nothing that we do or say will amount to any acceptance of that offer until we actually despatch the Goods to you. At any point up until then, we may decline to supply the Goods to you without giving any reason and a binding contract will not have been formed; and
4.2. At any time before the Goods are despatched, we may decline to supply the Goods to you without giving any reason.
4.3. If we do not have all of the Goods you order in stock, we may at our discretion offer you alternatives. If this happens you may:
a) accept the alternatives we offer;
b) decline to proceed with all or part of your order.
4.4. Should the supply of all of the Goods under any order placed by you not occur due to any of the events referred to at clauses 4.1, 4.2, and 4.3 occurring, and should you have paid to us a deposit, that deposit will be refunded to you as soon as practically possible.
5. Pricing & Finance
5.1. It is possible that the price may have increased from that posted on our website. If that happens, we will not send your order until you have confirmed that you still wish to purchase the item/s at the new price.
5.2. Prices include New Zealand Goods and Services Tax (GST). If your delivery address is outside of New Zealand, The GST will be deducted at the point of payment.
5.3. If the item/s you order is available in parts, you must pay us the full price of your order before we will send any part.
5.4. Banking charges by the receiving on payments to us, will be borne by us. All other charges relating to payment made in a currency, other than New Zealand Dollars, will be borne by you.
5.5. Any information given by us in relation to exchange rates, are approximate only, and vary from time to time.
5.6. If by mistake we have under priced an item, we will not be liable to supply that item to you at the stated price, provided we notify you of the change in pricing before we despatch it to you.
5.7. The price of the item does not include a delivery charge, which will be charged at the rates applicable at the date you place your order with us and which are also displayed on our website: https://frobisher.co.nz/returns-policyshipping-information.
5.8. If we owe you any monies, we will either credit your credit card, debit card or your authorised bank account as reasonably practicable, but in any event, no later than 14 days from the date we accept that repayment is due. In order for us to process a refund to a credit card, we will require you to present your credit card to us, in order for us to be able to effect a refund to that card.
5.9. Long Term Finance and Q-Card services are provided by FlexiGroup New Zealand. FlexiGroup NZ credit and lending criteria, establishment fee and account fees apply.
5.10. The minimum Long Term Finance application amount is $500 including GST.
5.11. FlexiGroup New Zealand’s prevailing interest rates apply to any balance outstanding, following the interest free period, for both Q-Card and Long Term Finance services.
5.12. A deposit of 50% is required to confirm all custom orders, with the balance payable within 14 days.
5.13. Delivery of your purchase may be requested, with the freight cost to be calculated and confirmed by us, prior to your purchase.
5.14. We cannot deliver to a P.O. Box address.
5.15. It is your responsibility to sign your acceptance that your furniture/item has been received in good condition. Damage must be notified to us in writing, within 2 days of delivery.
5.16. If you miss your scheduled delivery, you may be charged a re-delivery fee. We will phone you prior to your delivery date to ensure you will still be available to receive the item.
6. Security of your Credit Card
6.1. We take care to ensure our website safe for you to use. Credit Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
7. Supply of Services
7.1. Where you are wishing us to provide Services to you, we will provide you with a Quotation.
7.2. The Quotation and these Terms will comprise our Contract with you for the supply of Services and shall be read as one document.
7.3. Variations to the Quotation or these Terms are only effective if they are agreed in writing and signed by our authorised representative.
7.4. Where there is any conflict between the Quotation and these Terms, the Quotation shall prevail.
7.5. We will make every effort to supply the Services on time. However, we shall not be liable to you for any failure to supply them on a specified date or within a specified period, however that failure was caused.
7.6. Unless otherwise agreed with you, the Services shall be supplied during our normal business hours.
7.7. In supplying the Services, it may be necessary for us to engage subcontractors. We engage those subcontractors directly, we will take responsibility for their work, as if it had been done by us under these Terms.
7.8. You must:
a) cooperate with us in all matters relating to the Services;
b) if necessary, provide us, and our agents, subcontractors and employees, in a timely manner, with all-weather access to your property, premises and other facilities as reasonably required by us to supply the Services;
c) if necessary, obtain and maintain all necessary resource and other consents in respect of the Services, and advise us of any conditions relating to them; and
d) if necessary, provide safe and secure storage at your site for materials and equipment we will use when we supply the Services.
7.9. You agree to indemnify us, on demand, against any costs, claims, demands, actions and liabilities incurred by us arising out of any failure to comply with your obligations under this Agreement.
7.10. Our charges for the Services are set out in the Quotation.
7.11. Not withstanding the foregoing, we may vary our quoted charges:
a) in the circumstances (if any) set out in the Quotation;
b) if our costs increase between the date of the Quotation and our supply of the Services;
c) if our supply of the Services is delayed by any default, act or omission on your part (or the part of your agents, employees or subcontractors);
d) if we supply the Services outside our normal business hours; or
e) (for the avoidance of doubt) if we agree to any variation to the Services.
7.12. We may withdraw a Quotation before it is accepted and, in any event, a Quotation will lapse, without notice, 30 days after it is given.
7.13. Unless otherwise agreed in writing, our charges are exclusive of GST, which will be charged to you at the prevailing rate.
7.14. Any variation to the Services must be agreed by you and us in writing. Either side has the right to refuse to vary the Services.
7.15. You may not cancel all or any part of the Services without our written consent. If we consent, all charges due up to the date of consent are payable immediately.
7.16. We may cancel or suspend all or any part of the Services without liability to you if:
a) we reasonably believe that the information which you have given us in your application for a credit account is incorrect or no longer correct;
b) you default under any agreement with us, become insolvent or commit any act of bankruptcy, a receiver, liquidator, administrator or statutory manager is appointed over any of your assets or undertaking or you make or attempt to make an arrangement or composition with your creditors; or
c) supplying the Services becomes impracticable or uneconomic due to any cause beyond our control.
8. Payment for Services
8.1. The basis of invoicing is set out in the Quotation.
8.2. Where we have agreed to extend credit to you, invoices must be paid in full, without deduction or set off, within 14 days following the date of invoice, or any such other date as is stated on the invoice. Your payment is made only when funds have fully cleared through the bank’s system into our bank account.
8.3. If full payment is not made by the due date, then without prejudice to any other rights or remedies available to us:
a) we may cancel or suspend all or any part of the Services;
b) we may charge interest on overdue monies on a daily basis at 5% per annum above the current overdraft rate charged by our bankers at that time, and interest shall continue to accrue both before and after judgement; and
c) you will be responsible for all costs (including legal costs on a solicitor/client basis) incurred by us in recovering such monies.
8.4. We may accept and apply payments from you in respect of any indebtedness, and we will not be bound by any conditions or qualifications attaching to the payments.
8.5. All payments shall become immediately due and payable should we cancel our Agreement with you under the terms of this Agreement.
9.1. Risk in respect of the Goods shall pass to you on delivery to your site. However, ownership in the Goods shall not pass to you on delivery, but will remain with us until we have received full payment, in cash or cleared funds, of all monies owing by you to us.
9.2. Until all monies owing by you to us have been paid, our employees and agents may enter your site and recover the Goods, and you agree to indemnify us, on demand, against any liability incurred by us in our exercise of this right.
9.3. As security for all of your obligations to us from time to time (including monies owing by you to us now and in the future), you grant us a security interest in respect of all your right, title and interest in all of your present and after acquired property (including real property, to the intent that a caveatable interest is created). You agree that any such property that comes into existence after the date of these Terms will come into existence subject to such security interest without the need for any further action by either you or us. You acknowledge that you have received valuable consideration from us, and agree that it is sufficient and attachment is immediate and is not postponed.
9.4. You undertake to:
a) do all acts and provide us on request all information we require to register a financing statement or financing change statement on the Personal Property Securities Register; and
b) advise us immediately in writing of any proposed change in your name or other details on the Personal Property Securities Register.
a) waive your right to receive a Verification Statement in respect of any financing statement or financing change statement relating to the security interests created under these Terms;
b) agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and, with our agreement, contract out of such sections; and
c) waive your rights and, with our agreement, contract out of your rights under sections 116, 120(2), 121, 125, 129 and 131 of the PPSA.
10. Warranty and Liability – Services
10.1. Our liability under the Quotation and these Terms excludes and replaces all other warranties, conditions or obligations imposed or implied by common or statute law, usage or otherwise.
10.2. We are not liable for any indirect or consequential loss or damage which you suffer.
10.3. Our total liability in respect of all claims which you may have against us for the supply of the Services shall not exceed such amount as equals our charges for the Services or Goods.
10.4. If you have a claim against us for which we may be liable under these Terms, you must write to us, giving full details of the claim, within two months of the date on which the claim arises. If you write to us within that time, we will investigate your claim. If you do not, we will not be liable in respect of that claim.
10.5. We will, where we are able to do so, pass on the benefit of any manufacturer’s guarantee for Goods.
10.6. If the Consumer Guarantees Act 1993 applies, these Terms shall be read subject to your rights under that Act. Where you are acquiring the Services for the purposes of a business (as provided in sections 2 and 43 of that Act), that Act shall not apply.
11. Force Majeure
11.1. We are not liable for delay in performing or failure to perform our obligations under the Quotation or these Terms if that delay or failure results from anything beyond our reasonable control. Any such delay or failure will not be a breach of the Quotation or these Terms and the time for performance of our obligations will be extended by a period equal to that during which performance is prevented.
12. Privacy Act 1993
12.1. We may use any personal information that you give to us for credit, administration, service and marketing purposes. If you do not give this information, we may not be able to provide the Services.
12.2. You authorise any person or company to give us such information as we may require in response to our credit and other enquiries.
12.3. You understand that we may use a credit reporting agency to credit check you. In such case:
a) the agency will give us information about you for that purpose;
b) we will give your personal information to the agency, and the agency will hold the information on its systems and use it to provide their credit reporting service;
c) when other customers use the service, the agency may give the information to those customers; and
d) if you default in your payment obligations to us, information about the default may be given to the agency, and the agency may give the information to other customers.
12.4. You have a right of access to, and may request correction of, your personal information.
12.5. If the customer is a company, the word “you”, where used in this clause, includes its directors and shareholders.
13. Intellectual Property
13.1. Neither we nor our suppliers transfer to you any right, title or interest in any copyright, trade marks, patents or other intellectual property rights in or relating to the supply of Services.
13.2. The Project Documents and all copyrights and other proprietary rights applicable thereto remain at all times our property. Project Documents may not be used by you for any purpose other than completion of a Project. If the nature of the Project requires engagement by you of any contractors to perform work based upon our Project Documents, you will enter into contracts directly with the concerned contractor after obtaining written approval from us.
13.3. You warrant that any designs, drawings or specifications which you provide to us will not infringe any intellectual property rights of any third party, and you agree to indemnify us, on demand, against any liability we may suffer as a result of our use of those designs, drawings and specifications.
13.4. Should we require a record of the Project, you will permit us or our representatives to photograph the Project upon completion of the Project. We will be entitled to use those photographs for our business purposes but shall not disclose the project location or your name without your prior written consent.
14. Referral to other Providers of Goods of Services
14.1. We may from time to time as part of a Project provide a referral to you for the services of contractors and installers. Where this happens, unless otherwise advised in writing, you will enter into a direct contract with those contractor or installers.
14.2. In order to discharge our obligations under any contract with you, we may meet with contractors and installers to order to obtain or provide estimates of costs, and to review the contractors’ and installers’ work in order to determine whether the work is proceeding in general conformity with the Projects Documents.
14.3. We will be doing this as a courtesy to you. However, constant observation of contractors’ work at the Project site will not be part of our obligations to you. We will not be responsible for the performance, quality, timely completion or delivery of any work, materials or equipment furnished by contractors, installers, or suppliers to you. We will not become involved in disputes between you and the contractors or installers who we have referred
14.4. Any referrals will be made without representation or warranty and you will be deemed to have satisfied yourself as to whether you wish to contract with that contractor or installer.
15. Delivery and Pick up
15.1. Deliveries will be made by the Carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.
15.2. If we are not able to deliver your Goods within 30 days of the date of your order, we shall notify you by email to arrange another date for delivery.
15.3. We may deliver the Goods in instalments if they are not all available at the same time for delivery.
15.4. All goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the goods may be retained by the driver. When your Goods arrive it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and contact us so that we may quickly despatch a replacement and minimise your inconvenience.
15.5. Signing “Unchecked” or “Not Checked” or similar, is not acceptable.
15.6. If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
15.7. Some items will be delivered direct from the manufacturer who will contact you to arrange delivery. When delivery of the items has been arranged directly with the manufacturer, you will be subject to the manufacturer’s delivery policy.
15.8. Some items are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.
15.9. Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence.
15.10. We are agreeable for you to pick up Goods from our shop/warehouse provided you make an appointment in advance and payment has been received. If you pick up Goods from our premises then:
a) we may not be able to assist you in loading items if suitable personnel are unavailable;
b) Goods are at your risk from the moment they are picked up by you or your Carrier from our shop/warehouse;
c) you agree that you are responsible for everything that happens after you take possession of the Goods, both on and off our premises, including damage to property of any sort, belonging to any person.
15.11. It is your obligation to inform us should access to the delivery address be difficult. We, and any carrier contracted by us, will not be held liable for delays or damage caused due to difficult access. We reserve the right to increase our costs should access prove to be difficult where that was not brought to our attention prior to delivery. We also reserve the right to cancel any agreement for delivery of goods where said delivery is in our opinion dangerous or not practical.
16. Foreign Taxes and Duties
16.1. If you are not in New Zealand, we have no knowledge of, and no responsibility for, the laws in your country.
16.2. You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
17. Liability for Subsequent Defects – Goods
17.1. We will repair or replace Goods which fail to comply with the provisions of the Sale of Goods Act 1908 or which show a defect. If you claim that the item is defective, the following conditions apply:
a) the defect must be reported to us within four weeks of becoming apparent;
b) the defect results only from faulty design or manufacture;
c) you have returned the defective Goods or parts to us if we have so requested.
17.2. If we agree that we are liable, we will refund the cost of return carriage within New Zealand and will repair, refund or replace the Goods.
17.3. If we repair, refund or replace faulty Goods, you have no additional claim against us either under this Agreement or by statute or common law, in respect of the defect.
18. Goods Returned
These provisions apply in the event that you return any Goods to us for any reason:
18.1. We do not accept returns unless, there was a defect in the Goods that was unknown at the time of purchase, or we have agreed in correspondence that you may return them.
18.2. Before you return a product to us, please carefully re-read the instructions and check that you have assembled it correctly and complied with any provisions relating to the power supply, plugs and sockets.
18.3. The Goods must be returned to us as soon as any defect is discovered.
18.4. So far as possible, Goods should be returned:
a) with both goods and all packaging as far as possible in their original condition;
b) securely wrapped;
c) including our delivery slip;
d) at your risk and cost.
18.5. You must tell us by email (to firstname.lastname@example.org) you that you wish to return Goods, specifying exactly what Goods and when purchased, and giving full details of the defect or other reason for return. We will then issue a Returns Note. If you send Goods to us without a returns note, we may not be able to identify sufficient details to enable us to attend to processing the return.
18.6. In returning a faulty item please enclose a note clearly stating the fault and when it arises or arose.
18.7. Most of the Goods are covered by the manufacturer’s guarantee for minimum of 12 months. Please first check the plug, fuse, batteries and the manufacturer’s operating instructions.
18.8. If delivery was made to a New Zealand address, you are also protected by the Sale of Goods Act 1908 and the Consumer Guarantees Act 1993.
18.9. If we agree that the item is faulty, we will:
a) refund the cost of return carriage;
b) repair or replace the item as we choose.
19.1. Conditions, warranties or other terms implied by the law of any country other than New Zealand are excluded from this Agreement to the fullest extent permitted by law.
19.2. We or our Content suppliers may make improvements or changes to our website, the Content, or to any of the Goods, at any time and without advance notice.
19.3. You are advised that Content may include technical inaccuracies or typographical errors. We would be grateful if you bring to our immediate attention, any that you may find.
19.4. We give no warranty and make no representation, express or implied, as to:
a) the quality of the Goods;
b) any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
c) the correspondence of the Goods with any description;
d) the adequacy or appropriateness of the Goods for your purpose;
e) the truth of any Content on our website;
f) compliance with any law;
g) non-infringement of any right.
19.5. We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of our website or the purchase of Goods.
19.6. Except in the case of liability for personal injury or death, our liability under this Contract is limited to the maximum extent permitted by law, to the value of the goods or services you have purchased.
20. Your Account with Us
20.1. You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods or Services.
20.2. If you use our website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised third party from using your computer.
20.3. You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
21. Content you Post to Our Website
21.1. As a condition of your use of our website, you agree to comply with these provisions.
21.2. We may, at our discretion, read, assess, review or moderate any Content posted on our website. If we do, we need not notify you or give you a reason.
21.3. You agree that you will not use or allow anyone else to use our website to post Content which is or may:
a) be malicious or defamatory;
b) consist of commercial audio, video or music files;
c) be software which assists in or promotes: emulators, phreaking, hacking, password cracking, IP spoofing;
d) be illegal, obscene, offensive, threatening or violent;
e) be sexually explicit or pornographic;
f) promote discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation or age;
g) be likely to harass, intimidate, bully, upset, embarrass, alarm, annoy any other person;
h) be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
i) give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
j) solicit passwords or personal information from anyone;
k) be used to sell any goods or services or for any other commercial use;
l) be used to send any communication by automated email or otherwise;
m) include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
n) be incomplete or inaccurate or submitted otherwise than as requested by our website;
o) request personal information from other users nor post any unnecessary personal information about you or any user without his permission;
p) link to any of the material specified above, in this paragraph.
22. Other Restrictions
You agree that you will not use or allow anyone else to use our website:
22.1. to sell or promote any product or service without our express written consent;
22.2. in a way which violates the law of any country in which we operate, or which fails to comply with accepted Internet protocol;
22.3. for spamming. Spamming includes, but is not limited to:
a) the bulk sending of unsolicited messages, or the sending of unsolicited emails which provoke complaints from recipients;
b) the use of distribution lists that include people who have not given specific permission to be included in such distribution process;
c) excessive and repeated posting off-topic messages to newsgroups;
d) sending age-inappropriate communications or Content to anyone under the age of 18.
23. About Content Posted by You
You now confirm that:
23.1. you own all of the Content you post;
23.2. you understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a
result of any Content having been posted by you;
23.3. you will immediately notify us of any security breach or unauthorised use of your account;
23.4. you accept all risk and responsibility for determining whether any Content is in the public domain and not confidential;
23.5. you irrevocably grant to us the right and licence to edit, copy, publish, distribute, translate and otherwise use in any medium and for any purpose any Content that you place on our website, throughout the world and in any medium. You represent and warrant that you are authorised to grant all such rights;
23.6. you agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Content as provided in the Copyright Act 1994 section 99;
23.7. you now irrevocably release us from any right or claim of yours arising out of or in connection with any item of feedback, rating or other Content posted by you.
24. Removal of Offensive Content
24.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on our website for any purpose.
24.2. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
24.3. If you are offended by any Content, the following procedure applies:
a) your claim or complaint must be submitted to us in the form available on our website, or contain the same information as that requested in our form. It must be sent to us by post or email;
b) we shall remove the offending Content as soon as we are reasonably able;
c) after we receive notice of a claim or complaint, we shall investigate so far as we alone decide.
24.4. We may reinstate the Content about which you have complained about.
24.5. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
24.6. You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
25. Security of Our Website
We may, at our discretion give you permission to access our website for the purpose of posting or uploading Content of some sort. We may read, assess, review or moderate any Content posted on our website. If we do, we need not notify you or give you a reason.
If you violate our website or use it unlawfully or immorally, we will take the strongest action against you that we can. By breaching this provision, you would commit a criminal offence under the Part 10 of the Crime Act 1961. Your action may also be unlawful in other countries, where you may accordingly be subject to extradition and criminal proceedings.
You now agree that you will not, and will not allow any other person to:
25.1. modify, copy, or cause damage or unintended effect to any portion of our website, or any software used within it;
25.2. link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
25.3. download any part of our website, without our express written consent;
25.4. collect or use any product listings, descriptions, or prices;
25.5. collect or use any information obtained from or about our website or the Content except as intended by this Agreement;
25.6. aggregate, copy or duplicate in any manner any of the Content or information available from our website, other than as permitted by this Agreement or as is reasonably necessary for your use of our website;
25.7. for any purpose use our name, any proprietary information (including images, text, page layout, or form) of ours or of our affiliates in any way and in particular to entice search robots to some other website;
25.8. use our website to hack into the computer of any other person or make contact with any other computer;
25.9. make available or upload files that contain software or other material, data or information not owned or licensed to you, including pirated computer programmes, pirated music or other media or links to any such files;
25.10. make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms” or any other harmful software;
25.11. upload or re-publish any part of our Content on any Internet, intranet or extranet site;
25.12. hide or remove the banner advertisements on any page of our website;
25.13. share with a third party, any login credentials to our website;
25.14. use on our website, software which assists in data mining, extraction or collection; emulating, phreaking, hacking, password cracking, IP spoofing or over-loading our website; framing”, inserting pop-up windows, interstitial pages or advertisements, or similar techniques; performing any automated operation.
25.15. Despite the above terms, we now grant a licence to you to:
a) create a hyperlink to our website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
b) copy the text of any page for your personal use in connection with the purpose of our website.
You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of our website, your posting any Content, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.
27. Intellectual Property
27.1. We will defend the intellectual property rights in connection with our Goods, Services, and our website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
27.2. Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
27.3. You may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.
27.4. Subject to the other terms of this Agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
28. System Security
28.1. We will do our best to maintain our website so that you have constant use, but there will be times when your use may be interrupted.
28.2. You agree that you will not, and will not allow any other person to violate or attempt to violate any aspect of the security of our website.
28.3. You may not use any software tool for the purpose of extracting data from our website. You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
29. Miscellaneous Matters
29.1. No amendment or variation to this Agreement is valid unless in writing, signed by each of the parties or his authorised representative.
29.2. So far as any time, date or period is mentioned in this Agreement, time shall be of the essence.
29.3. When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
29.4. Where we provide Goods or Services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other Goods or Service for which a charge is made. Accordingly, there is no contractual nor other obligation upon us in respect of those Goods or that Service.
29.5. If any term or provision of this Agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
29.6. The rights and obligations of the parties set out in this Agreement shall pass to any permitted successor in title.
29.7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
29.8. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by post or recorded delivery or by email.
It shall be deemed to have been delivered:
29.9. In the event of a dispute between the parties to this Agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
29.10. This Agreement does not give any right to any third party.
29.11. Neither party shall be liable for any failure or delay in performance of this Agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.
29.12. In the event of any conflict between any term of this Agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this Agreement shall prevail.
29.13. The validity, construction and performance of this Agreement shall be governed by the laws of New Zealand.
30.1. When you subscribe to our website, become a client, or use our ecommerce services we collect personal information which you provide in the sign up or application form. You always have access to the information we hold about you subject to the provisions of the Privacy Act 1993.
30.2. You agree that we may use your personal information to advise you of our services and product offers and send you our newsletter. You may unsubscribe from our newsletter or any of our email communication at any time.
30.4. The online credit card payment gateway is a server hosted ANZ eGate payment facility. All Visa and Mastercard credit card details during a transaction will be submitted to an eGate secure server. Frobisher Interiors (2009) Limited does not hold any customer credit card details. ANZ eGate complies with PCI level 1 by providing 128-bit SSL encryption between ANZ eGate and Frobisher’s system.
30.5. Your use of our ecommerce services means that you agree to provide information through electronic means. This means you agree to provide any relevant information in the format and to the standards described for each transaction. It also means you agree and understand that the information will be retained in electronic form.